Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 07, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'Healthways, Inc. | ' | ' |
Entity Central Index Key | '0000704415 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 35,208,572 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Entity Public Float | ' | ' | $534,700,000 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $2,584 | $1,759 |
Accounts receivable, net | 89,484 | 108,337 |
Prepaid expenses | 9,228 | 9,727 |
Other current assets | 6,857 | 7,227 |
Income taxes receivable | 1,402 | 5,920 |
Deferred tax asset | 9,667 | 8,839 |
Total current assets | 119,222 | 141,809 |
Property and equipment: | ' | ' |
Leasehold improvements | 37,463 | 40,679 |
Computer equipment and related software | 290,392 | 267,902 |
Furniture and office equipment | 22,881 | 23,552 |
Capital projects in process | 25,228 | 11,799 |
Property and equipment, gross | 375,964 | 343,932 |
Less accumulated depreciation | -217,766 | -187,438 |
Property and equipment, net | 158,198 | 156,494 |
Other assets | 53,629 | 21,042 |
Intangible assets, net | 79,162 | 90,228 |
Goodwill, net | 338,800 | 338,695 |
Total assets | 749,011 | 748,268 |
Current liabilities: | ' | ' |
Accounts payable | 33,125 | 26,343 |
Accrued salaries and benefits | 20,157 | 24,909 |
Accrued liabilities | 32,065 | 39,234 |
Deferred revenue | 4,496 | 5,643 |
Contract billings in excess of earned revenue | 17,411 | 14,793 |
Current portion of long-term debt | 14,340 | 11,801 |
Current portion of long-term liabilities | 2,822 | 5,535 |
Total current liabilities | 124,416 | 128,258 |
Long-term debt | 237,582 | 278,534 |
Long-term deferred tax liability | 33,320 | 36,053 |
Other long-term liabilities | 51,003 | 26,602 |
Stockholders' equity: | ' | ' |
Preferred stock $.001 par value, 5,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock $.001 par value, 120,000,000 shares authorized, 35,107,303 and 33,924,464 shares outstanding | 35 | 34 |
Additional paid-in capital | 283,244 | 251,357 |
Retained earnings | 48,000 | 56,541 |
Treasury stock, at cost, 2,254,953 shares in treasury | -28,182 | -28,182 |
Accumulated other comprehensive loss | -407 | -929 |
Total stockholders' equity | 302,690 | 278,821 |
Total liabilities and stockholders' equity | $749,011 | $748,268 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Stockholders' equity: | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares outstanding (in shares) | 35,107,303 | 33,924,464 |
Treasury stock (in shares) | 2,254,953 | 2,254,953 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ' | ' | ' | |||
Revenues | $663,285 | $677,170 | $688,765 | |||
Cost of services (exclusive of depreciation and amortization of $36,183, $36,094, and $36,248, respectively, included below) | 547,387 | 533,880 | 510,724 | |||
Selling, general and administrative expenses | 61,205 | 60,888 | 64,843 | |||
Depreciation and amortization | 52,791 | 51,734 | 49,988 | |||
Impairment loss | 0 | 0 | 183,288 | |||
Restructuring and related charges | 0 | 1,773 | 9,036 | |||
Operating income (loss) | 1,902 | 28,895 | -129,114 | |||
Interest expense | 16,079 | 14,149 | 13,193 | |||
Income (loss) before income taxes | -14,177 | 14,746 | -142,307 | |||
Income tax expense (benefit) | -5,636 | 6,722 | 15,386 | |||
Net income (loss) | -8,541 | 8,024 | -157,693 | |||
Earnings (loss) per share: | ' | ' | ' | |||
Basic (in dollars per share) | ($0.25) | $0.24 | ($4.68) | |||
Diluted (in dollars per share) | ($0.25) | [1] | $0.24 | [1] | ($4.68) | [1] |
Weighted average common shares and equivalents | ' | ' | ' | |||
Basic (in shares) | 34,489 | 33,597 | 33,677 | |||
Diluted (in shares) | 34,489 | [1] | 33,836 | [1] | 33,677 | [1] |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | ($8,019) | $8,884 | ($156,049) | |||
[1] | The assumed exercise of stock-based compensation awards for the years ended December 31, 2013 and December 31, 2011 was not considered because the impact would be anti-dilutive. |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ' | ' | ' |
Cost of services, depreciation and amortization | $36,183 | $36,094 | $36,248 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ' | ' | ' |
Net income (loss) | ($8,541) | $8,024 | ($157,693) |
Other comprehensive income (loss) | ' | ' | ' |
Net change in fair value of interest rate swaps, net of income taxes of $972, $493, and $1,109, respectively | 1,277 | 780 | 1,714 |
Foreign currency translation adjustment | -755 | 80 | -70 |
Total other comprehensive income, net of tax | 522 | 860 | 1,644 |
Total comprehensive income (loss) | ($8,019) | $8,884 | ($156,049) |
CONSOLIDATED_STATEMENTS_OF_COM1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ' | ' | ' |
Net change in fair value of interest rate swaps, income taxes | $972 | $493 | $1,109 |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
In Thousands, unless otherwise specified | |||||||
Balance at Dec. 31, 2010 | $0 | $34 | $232,524 | $206,210 | ($4,494) | ($3,433) | $430,841 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Comprehensive income (loss) | 0 | 0 | 0 | -157,693 | 0 | 1,644 | -156,049 |
Repurchases of common stock | 0 | -2 | 0 | 0 | -23,688 | 0 | -23,690 |
Exercise of stock options | 0 | 1 | 4,824 | 0 | 0 | 0 | 4,825 |
Tax effect of stock options and restricted stock units | 0 | 0 | -2,719 | 0 | 0 | 0 | -2,719 |
Share-based employee compensation expense | 0 | 0 | 9,246 | 0 | 0 | 0 | 9,246 |
Issuance of Warrants | ' | ' | ' | ' | ' | ' | 0 |
Issuance of stock in conjunction with acquisition | 0 | 0 | 3,262 | 0 | 0 | 0 | 3,262 |
Balance at Dec. 31, 2011 | 0 | 33 | 247,137 | 48,517 | -28,182 | -1,789 | 265,716 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Comprehensive income (loss) | ' | ' | ' | ' | ' | ' | 8,884 |
Repurchases of common stock | 0 | 0 | 0 | 8,024 | 0 | 860 | 8,884 |
Exercise of stock options | 0 | 1 | 2,834 | 0 | 0 | 0 | 2,835 |
Tax effect of stock options and restricted stock units | 0 | 0 | -5,043 | 0 | 0 | 0 | -5,043 |
Share-based employee compensation expense | 0 | 0 | 6,371 | 0 | 0 | 0 | 6,371 |
Issuance of Warrants | ' | ' | ' | ' | ' | ' | 0 |
Issuance of stock in conjunction with acquisition | 0 | 0 | 58 | 0 | 0 | 0 | 58 |
Balance at Dec. 31, 2012 | 0 | 34 | 251,357 | 56,541 | -28,182 | -929 | 278,821 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Comprehensive income (loss) | 0 | 0 | 0 | -8,541 | 0 | 522 | -8,019 |
Exercise of stock options | 0 | 1 | 12,747 | 0 | 0 | 0 | 12,748 |
Tax effect of stock options and restricted stock units | 0 | 0 | -3,225 | 0 | 0 | 0 | -3,225 |
Share-based employee compensation expense | 0 | 0 | 7,116 | 0 | 0 | 0 | 7,116 |
Issuance of Warrants | 0 | 0 | 15,150 | 0 | 0 | 0 | 15,150 |
Issuance of stock in conjunction with acquisition | 0 | 0 | 467 | 0 | 0 | 0 | 467 |
Other | 0 | 0 | -368 | 0 | 0 | 0 | -368 |
Balance at Dec. 31, 2013 | $0 | $35 | $283,244 | $48,000 | ($28,182) | ($407) | $302,690 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities: | ' | ' | ' |
Net income (loss) | ($8,541) | $8,024 | ($157,693) |
Adjustments to reconcile net income to net cash provided by operating activities, net of business acquisitions: | ' | ' | ' |
Depreciation and amortization | 52,791 | 51,734 | 49,988 |
Impairment loss | 0 | 0 | 183,288 |
Amortization of deferred loan costs | 1,685 | 2,284 | 1,894 |
Amortization of debt discount | 3,140 | 0 | 0 |
Share-based employee compensation expense | 7,116 | 6,371 | 9,246 |
Deferred income taxes | -5,077 | -1,334 | -3,572 |
Excess tax benefits from share-based payment arrangements | -718 | -492 | -433 |
Decrease (increase) in accounts receivable, net | 19,099 | -23,439 | -7,452 |
Increase (decrease) in other current assets | -598 | 2,984 | 6,960 |
Increase (decrease) in accounts payable | 9,224 | -995 | 1,466 |
Decrease in accrued salaries and benefits | -5,780 | -12,980 | -8,932 |
(Decrease) increase in other current liabilities | -1,196 | 13,637 | 2,676 |
Other | 383 | -5,096 | -1,144 |
Net cash flows provided by operating activities | 71,528 | 40,698 | 76,292 |
Cash flows from investing activities: | ' | ' | ' |
Acquisition of property and equipment | -41,346 | -48,912 | -49,290 |
Business acquisitions, net of cash acquired, and equity investments | -830 | -4,693 | -23,523 |
Other | -7,717 | -6,872 | -6,889 |
Net cash flows used in investing activities | -49,893 | -60,477 | -79,702 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from issuance of long-term debt | 352,850 | 755,550 | 439,621 |
Payments of long-term debt | -529,874 | -736,355 | -417,490 |
Repurchases of common stock | 0 | 0 | -23,690 |
Excess tax benefits from share-based payment arrangements | 718 | 492 | 433 |
Exercise of stock options | 12,748 | 2,835 | 4,825 |
Deferred loan costs | -5,264 | -2,547 | 0 |
Proceeds from cash convertible senior notes | 150,000 | 0 | 0 |
Proceeds from convertible note | 20,000 | 0 | 0 |
Proceeds from sale of warrants | 15,150 | 0 | 0 |
Payments for cash convertible note hedge transactions | -36,750 | 0 | 0 |
Change in outstanding checks and other | 526 | 582 | -709 |
Net cash flows (used in) provided by financing activities | -19,896 | 20,557 | 2,990 |
Effect of exchange rate changes on cash | -914 | 117 | 220 |
Net increase (decrease) in cash and cash equivalents | 825 | 895 | -200 |
Cash and cash equivalents, beginning of period | 1,759 | 864 | 1,064 |
Cash and cash equivalents, end of period | 2,584 | 1,759 | 864 |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Cash paid during the period for interest | 10,080 | 12,001 | 11,106 |
Cash paid during the period for income taxes | 650 | 2,282 | 7,874 |
Noncash Activities: | ' | ' | ' |
Issuance of unregistered common stock associated with Navvis acquisition | 0 | 0 | 3,262 |
Issuance of unregistered common stock associated with Ascentia acquisition | 0 | 58 | 0 |
Issuance of unregistered common stock associated with Ornish partnership | $467 | $0 | $0 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2013 | ||
Summary of Significant Accounting Policies [Abstract] | ' | |
Summary of Significant Accounting Policies | ' | |
1 | Summary of Significant Accounting Policies | |
Healthways, Inc. and its wholly-owned subsidiaries provide specialized, comprehensive solutions to help people improve physical, emotional and social well-being, thereby reducing both direct healthcare costs and associated costs from the loss of health-related employee productivity. In North America, our customers include health plans, employers, integrated healthcare systems, hospitals, physicians, and government entities in all 50 states and the District of Columbia. We also provide health improvement programs and services in Brazil, Australia, and France. | ||
As used throughout these notes to the consolidated financial statements, unless the context otherwise indicates, the terms "we," "us," "our," or the "Company" refer collectively to Healthways, Inc. and its wholly-owned subsidiaries. | ||
a. Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned by the Company. We have eliminated all intercompany profits, transactions and balances. | ||
b. Cash and Cash Equivalents - Cash and cash equivalents primarily include cash, tax-exempt debt instruments, commercial paper, and other short-term investments with original maturities of less than three months. | ||
c. Accounts Receivable, net - Billed receivables primarily represent fees that are contractually due in the ordinary course of providing our services, net of contractual adjustments and allowances for doubtful accounts. Unbilled receivables primarily represent fees for services based on the estimated utilization of fitness facilities, which are generally billed in the following month, and certain performance-based fees that are billed when performance metrics are met and reconciled with the customer. Historically, we have experienced minimal instances of customer non-payment and therefore consider our accounts receivable to be collectible, but we provide reserves, when appropriate, for doubtful accounts and for billing adjustments (such as data reconciliation differences) on a specific identification basis. | ||
d. Property and Equipment - Property and equipment is carried at cost and includes expenditures that increase value or extend useful lives. We recognize depreciation using the straight-line method over useful lives of three to seven years for computer software and hardware and four to seven years for furniture and other office equipment. Leasehold improvements are depreciated over the shorter of the estimated life of the asset or the life of the lease, which ranges from two to fifteen years. Depreciation expense for the years ended December 31, 2013, 2012, and 2011 was $40.1 million, $39.1 million, and $36.6 million, respectively, including amortization of assets recorded under capital leases. | ||
Net computer software at December 31, 2013 and 2012 was $99.1 million and $103.7 million, respectively. Depreciation expense related to computer software for the years ended December 31, 2013, 2012, and 2011 was $26.5 million, $24.9 million, and $21.4 million, respectively. | ||
e. Other Assets - Other assets consist primarily of cash convertible notes hedges, long-term investments, long-term customer incentives, and deferred loan costs net of accumulated amortization. | ||
f. Intangible Assets - Intangible assets subject to amortization include customer contracts, acquired technology, patents, distributor and provider networks, a perpetual license, and other intangible assets which we amortize on a straight-line basis over estimated useful lives ranging from two to 25 years. We assess the potential impairment of intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying values may not be recoverable. | ||
Intangible assets not subject to amortization at December 31, 2013 and 2012 consist of a trade name of $29.0 million. We review intangible assets not subject to amortization on an annual basis or more frequently whenever events or circumstances indicate that the assets might be impaired. See Note 4 for further information on intangible assets. | ||
g. Goodwill - We recognize goodwill for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses that we acquire. | ||
We review goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (during the fourth quarter of our fiscal year) or more frequently whenever events or circumstances indicate that the carrying value may not be recoverable. We allocate goodwill to reporting units based on the reporting unit expected to benefit from the combination. | ||
We estimate the fair value of each reporting unit using a combination of a discounted cash flow model and a market-based approach, and we reconcile the aggregate fair value of our reporting units to our consolidated market capitalization. | ||
h. Contract Billings in Excess of Earned Revenue - Contract billings in excess of earned revenue primarily represent performance-based fees subject to refund that we have not recognized as revenues because either (1) data from the customer is insufficient or incomplete to measure performance; or (2) interim performance measures indicate that we are not currently meeting performance targets. | ||
i. Income Taxes - We file a consolidated federal income tax return that includes all of our domestic wholly owned subsidiaries. Generally accepted accounting principles in the United States ("U.S. GAAP") generally require that we record deferred income taxes for the tax effect of differences between the book and tax bases of our assets and liabilities. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. | ||
j. Revenue Recognition - Our fees are generally billed on a per member per month ("PMPM") basis or upon member participation. For PMPM fees, we generally determine our contract fees by multiplying the contractually negotiated PMPM rate by the number of members covered by our services during the month. We typically set PMPM rates during contract negotiations with customers based on the value we expect our programs to create and a sharing of that value between the customer and the Company. In addition, some of our services, such as the Healthways SilverSneakers® fitness solution, include fees that are based upon member participation. | ||
Our contracts with health plans and integrated healthcare systems generally range from three to five years with a number of comprehensive strategic agreements extending to ten years in length. Contracts with self-insured employers typically have two to four-year terms. Some of our contracts allow the customer to terminate early. | ||
Some of our contracts place a portion of our fees at risk based on achieving certain performance metrics, cost savings, and/or clinical outcomes improvements ("performance-based"). Approximately 4% of revenues recorded during the year ended December 31, 2013 were performance-based of which 3% were subject to final reconciliation as of December 31, 2013. | ||
We recognize revenue as follows: (1) we recognize the fixed portion of PMPM fees and fees for service as revenue during the period we perform our services; and (2) we recognize performance-based revenue based on the most recent assessment of our performance, which represents the amount that the customer would legally be obligated to pay if the contract were terminated as of the latest balance sheet date. | ||
We generally bill our customers each month for the entire amount of the fees contractually due for the prior month's enrollment, which typically includes the amount, if any, that is performance-based and may be subject to refund should we not meet performance targets. Fees for participation are typically billed in the month after the services are provided. Deferred revenues arise from contracts that permit upfront billing and collection of fees covering the entire contractual service period, generally 12 months. A limited number of our contracts provide for certain performance-based fees that cannot be billed until after they are reconciled with the customer. | ||
We generally assess our level of performance for our contracts based on medical claims and other data that the customer is contractually required to supply, interim assessments of achievement against performance targets, or metrics available from our operating platforms. A minimum of four to nine months' data is typically required for us to measure performance. In assessing our performance, we may include estimates such as medical claims incurred but not reported. In addition, we may also provide contractual allowances for billing adjustments (such as data reconciliation differences) as appropriate. | ||
If data is insufficient or incomplete to measure performance, or interim performance measures indicate that we are not meeting performance targets, we do not recognize performance-based fees subject to refund as revenues but instead record them in a current liability account entitled "contract billings in excess of earned revenue." Only in the event we do not meet performance levels by the end of the measurement period, typically one year, are we contractually obligated to refund some or all of the performance-based fees. We would only reverse revenues that we had already recognized if performance to date in the measurement period, previously above targeted levels, subsequently dropped below targeted levels. Historically, any such adjustments have been immaterial to our financial condition and results of operations. | ||
During the settlement process under a contract, which generally occurs six to eight months after the end of a contract year, we settle any performance-based fees and reconcile healthcare claims and clinical data. As of December 31, 2013, cumulative performance-based revenues that have not yet been settled with our customers but that have been recognized in the current and prior years totaled approximately $24.2 million, all of which were based on actual data. Data reconciliation differences, for which we provide contractual allowances until we reach agreement with respect to identified issues, can arise between the customer and us due to customer data deficiencies, omissions, and/or data discrepancies. | ||
Performance-related adjustments (including any amounts recorded as revenue that were ultimately refunded), changes in estimates, or data reconciliation differences may cause us to recognize or reverse revenue in a current fiscal year that pertains to services provided during a prior fiscal year. During 2013, 2012 and 2011, we recognized a net increase in revenue of $8.2 million, $9.2 million, and $2.9 million, respectively, that related to services provided prior to each respective year. | ||
k. Earnings (Loss) Per Share – We calculate basic earnings (loss) per share using weighted average common shares outstanding during the period. We calculate diluted earnings (loss) per share using weighted average common shares outstanding during the period plus the effect of all dilutive potential common shares outstanding during the period unless the impact would be anti-dilutive. See Note 14 for a reconciliation of basic and diluted earnings (loss) per share. | ||
l. Share-Based Compensation – We recognize all share-based payments to employees, including grants of employee stock options, in the consolidated statements of operations over the required vesting period based on estimated fair values at the date of grant. See Note 13 for further information on share-based compensation. | ||
m. Derivative Instruments and Hedging Activities – We use derivative instruments to manage risks related to interest rate swap agreements, foreign currencies, and the cash convertible senior notes (as discussed in Note 6). We account for derivatives in accordance with Financial Accounting Standards Board Standards Board ("FASB")  Accounting Standards Codification ("ASC") Topic 815, which establishes accounting and reporting standards requiring that certain derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. Additionally, changes in the derivative's fair value will be recognized currently in earnings unless specific hedge accounting criteria are met. As permitted under our master netting arrangements, the fair value amounts of our interest rate swaps and foreign currency options and/or forward contracts are presented on a net basis by counterparty in the consolidated balance sheets. See Note 7 for further information on derivative instruments and hedging activities. | ||
n. Management Estimates – In preparing our consolidated financial statements in conformity with U.S. GAAP, management must make estimates and assumptions that affect: (1) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements; and (2) the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Recent_Accounting_Standards
Recent Accounting Standards | 12 Months Ended | |
Dec. 31, 2013 | ||
Recent Accounting Standards [Abstract] | ' | |
Recent Accounting Standards | ' | |
2 | Recent Accounting Standards | |
In July 2012, the FASB issued Accounting Standards Update ("ASU") No. 2012-02, "Intangibles—Goodwill and Other (Topic 350)—Testing Indefinite-Lived Intangible Assets for Impairment." ASU No. 2012-02 permits an entity to perform a qualitative assessment to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. If the entity concludes that this is the case, it must perform the currently prescribed quantitative impairment test by comparing the fair value of the indefinite-lived intangible asset with its carrying value. Otherwise, the quantitative impairment test is not required. ASU No. 2012-02 is effective for fiscal years beginning after September 15, 2012, with earlier adoption permitted. We adopted this standard for the fiscal year beginning January 1, 2013.  The adoption of this standard did not have a material impact on our consolidated results of operations, financial position, cash flows, or notes to the consolidated financial statements. | ||
In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220)—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," which requires companies to provide information about the amounts reclassified out of accumulated other comprehensive income ("AOCI") by component. In addition, entities are required to present, either on the face of the statement where net income is presented or in the accompanying notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, entities are required to cross-reference to other disclosures that provide additional detail on those amounts. ASU No. 2013-02 is effective prospectively for reporting periods beginning after December 15, 2012.  We adopted this standard for the interim period beginning January 1, 2013. The adoption of this standard did not have a material impact on our consolidated results of operations, financial position, cash flows, or notes to the consolidated financial statements. | ||
Goodwill
Goodwill | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Goodwill [Abstract] | ' | ||||
Goodwill | ' | ||||
3 | Goodwill | ||||
The change in carrying amount of goodwill during the years ended December 31, 2011, 2012, and 2013 is shown below: | |||||
(In thousands) | |||||
Balance, December 31, 2010 | $ | 496,265 | |||
Navvis purchase | 21,527 | ||||
Impairment loss | (182,400 | ) | |||
Balance, December 31, 2011 | 335,392 | ||||
Ascentia purchase | 3,303 | ||||
Balance, December 31, 2012 | 338,695 | ||||
Other adjustments | 105 | ||||
Balance, December 31, 2013 | $ | 338,800 | |||
In August 2011, we acquired Navvis & Company ("Navvis"), a firm that provides strategic counsel and change management services to healthcare systems, for $23.7 million in cash. In addition, we issued 432,902 unregistered shares of our common stock which were valued in the aggregate at $3.3 million. | |||||
We performed a quantitative goodwill impairment review during the fourth quarter of 2011, and as a result of changes in our long-term projections related to the wind-down of our contract with CIGNA, we recorded a $182.4 million goodwill impairment loss. | |||||
In April 2012, we acquired Ascentia Health Care Solutions ("Ascentia"), a firm that supports and promotes population health management, patient centered programs, payer strategies and physician practice enhancement programs, for $5.5 million in cash. In addition, we issued 14,409 unregistered shares of our common stock which were valued in the aggregate at $0.1 million. | |||||
As of January 1, 2013, the gross amount of goodwill totaled $521.1 million, and we had accumulated impairment losses of $182.4 million. | |||||
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Intangible Assets [Abstract] | ' | ||||||||||||
Intangible Assets | ' | ||||||||||||
4 | Intangible Assets | ||||||||||||
Intangible assets subject to amortization at December 31, 2013 consisted of the following: | |||||||||||||
(In thousands) | Gross Carrying | Accumulated | Net | ||||||||||
Amount | Amortization | ||||||||||||
Customer contracts | $ | 59,574 | $ | 51,512 | $ | 8,062 | |||||||
Acquired technology | 29,431 | 25,589 | 3,842 | ||||||||||
Patents | 24,547 | 15,081 | 9,466 | ||||||||||
Distributor and provider networks | 8,709 | 7,190 | 1,519 | ||||||||||
Perpetual license to survey-based data | 30,000 | 3,986 | 26,014 | ||||||||||
Other | 5,077 | 3,867 | 1,210 | ||||||||||
Total | $ | 157,338 | $ | 107,225 | $ | 50,113 | |||||||
Intangible assets subject to amortization at December 31, 2012 consisted of the following: | |||||||||||||
(In thousands) | Gross Carrying | Accumulated | Net | ||||||||||
Amount | Amortization | ||||||||||||
Customer contracts | $ | 59,305 | $ | 44,571 | $ | 14,734 | |||||||
Acquired technology | 29,287 | 24,299 | 4,988 | ||||||||||
Patents | 24,337 | 12,723 | 11,614 | ||||||||||
Distributor and provider networks | 8,709 | 6,669 | 2,040 | ||||||||||
Perpetual license to survey-based data | 29,000 | 2,708 | 26,292 | ||||||||||
Other | 5,097 | 3,586 | 1,511 | ||||||||||
Total | $ | 155,735 | $ | 94,556 | $ | 61,179 | |||||||
Intangible assets subject to amortization are being amortized over estimated useful lives ranging from two to 25 years. Total amortization expense for the years ended December 31, 2013, 2012, and 2011, was $12.7 million, $12.6 million, and $13.4 million, respectively. The following table summarizes the estimated amortization expense for each of the next five years and thereafter: | |||||||||||||
(In thousands) | |||||||||||||
Year ending December 31, | |||||||||||||
2014 | $ | 11,170 | |||||||||||
2015 | 6,783 | ||||||||||||
2016 | 5,003 | ||||||||||||
2017 | 3,343 | ||||||||||||
2018 | 3,307 | ||||||||||||
2019 and thereafter | 20,507 | ||||||||||||
Total | $ | 50,113 | |||||||||||
Intangible assets not subject to amortization at December 31, 2013 and 2012 consist of a trade name of $29.0 million. | |||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Taxes [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
5.            Income Taxes | |||||||||||||
Income tax expense is comprised of the following: | |||||||||||||
(In thousands) | Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current taxes | |||||||||||||
Federal | $ | (1,311 | ) | $ | (1,271 | ) | $ | 9,388 | |||||
State | 741 | 774 | 2,109 | ||||||||||
Foreign | 1,693 | 1,754 | 1,707 | ||||||||||
Deferred taxes | |||||||||||||
Federal | (5,842 | ) | 4,803 | 2,169 | |||||||||
State | (1,018 | ) | 413 | 438 | |||||||||
Foreign | 101 | 249 | (425 | ) | |||||||||
Total | $ | (5,636 | ) | $ | 6,722 | $ | 15,386 | ||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table sets forth the significant components of our net deferred tax liability as of December 31, 2013 and 2012: | |||||||||||||
(In thousands) | 31-Dec-13 | 31-Dec-12 | |||||||||||
Deferred tax asset: | |||||||||||||
Accruals and reserves | $ | 14,159 | $ | 10,910 | |||||||||
Deferred compensation | 3,933 | 6,597 | |||||||||||
Share-based payments | 10,703 | 12,213 | |||||||||||
Net operating loss carryforwards | 8,303 | 7,914 | |||||||||||
Cash conversion derivative | 3,553 | — | |||||||||||
Other assets and liabilities | 1,486 | 1,533 | |||||||||||
42,137 | 39,167 | ||||||||||||
Valuation allowance | (3,630 | ) | (3,242 | ) | |||||||||
$ | 38,507 | $ | 35,925 | ||||||||||
Deferred tax liability: | |||||||||||||
Property and equipment | $ | (44,740 | ) | $ | (47,317 | ) | |||||||
Intangible assets | (13,418 | ) | (15,700 | ) | |||||||||
Cash convertible notes hedges | (3,553 | ) | — | ||||||||||
Other assets and liabilities | (449 | ) | (122 | ) | |||||||||
(62,160 | ) | (63,139 | ) | ||||||||||
Net deferred tax liability | $ | (23,653 | ) | $ | (27,214 | ) | |||||||
Net current deferred tax asset | $ | 9,667 | $ | 8,839 | |||||||||
Net long-term deferred tax liability | (33,320 | ) | (36,053 | ) | |||||||||
$ | (23,653 | ) | $ | (27,214 | ) | ||||||||
Based on the Company's historical and expected future taxable earnings, we believe it is more likely than not that the Company will realize the benefit of the existing deferred tax assets, net of the valuation allowance, at December 31, 2013. | |||||||||||||
For 2013, 2012 and 2011, the tax benefit of share-based compensation, excluding the tax benefit related to the deferred tax asset for share-based payments, was recorded as additional paid-in capital. We recorded a tax effect of $1.0 million, $0.5 million, and $1.1 million in 2013, 2012, and 2011, respectively, related to our interest rate swap agreements (see Note 7) to stockholders' equity as a component of accumulated other comprehensive income (loss). | |||||||||||||
At December 31, 2013, we had international net operating loss carryforwards totaling approximately $13.9 million with an indefinite carryforward period, approximately $11.0 million of federal loss carryforwards originating from acquired entities, and approximately $17.7 million of state loss carryforwards. We have provided a valuation allowance on certain deferred tax assets associated with our international net operating loss carryforwards. The federal loss carryforwards are subject to an annual limitation under Internal Revenue Code Section 382, and expire in 2021 if not utilized. The state loss carryforwards are expected to be fully utilized during future periods. | |||||||||||||
Undistributed earnings of the Company's foreign subsidiaries amounted to approximately $10.7 million as of December 31, 2013. Those earnings are considered to be indefinitely reinvested and, accordingly, no U.S. federal or state income taxes have been recorded thereon. Upon distribution of those earnings in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and potential withholding taxes payable to the various foreign countries. Determination of the amount of unrecognized deferred U.S. income tax liability is not practical because of the complexities associated with its hypothetical calculation; however, unrecognized foreign tax credits would be available to reduce a portion of the U.S. tax liability. | |||||||||||||
The difference between income tax expense computed using the statutory federal income tax rate and the effective rate is as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Statutory federal income tax | $ | (4,962 | ) | $ | 5,161 | $ | (49,808 | ) | |||||
Non-deductible goodwill impairment expense | — | — | 61,785 | ||||||||||
State income taxes, less federal income tax benefit | (669 | ) | 453 | 1,520 | |||||||||
Permanent items | 634 | 389 | 434 | ||||||||||
Change in valuation allowance | 388 | 285 | 972 | ||||||||||
Prior year tax adjustments | 140 | 263 | 150 | ||||||||||
Uncertain tax position reversal | (1,137 | ) | — | — | |||||||||
Other | (30 | ) | 171 | 333 | |||||||||
Income tax expense (benefit) | $ | (5,636 | ) | $ | 6,722 | $ | 15,386 | ||||||
Uncertain Tax Positions | |||||||||||||
During 2013, we recorded a $1.1 million reduction to an unrecognized tax benefit due to the expiration of the applicable statutes of limitations for the 2009 tax year. As of December 31, 2013 and 2012, we had $0.3 and $1.3 million, respectively, of unrecognized tax benefits that, if recognized, would affect our effective tax rate. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. During 2012, and 2011, we included an immaterial amount of net interest related to uncertain tax positions as a component of income tax expense. | |||||||||||||
The aggregate changes in the balance of unrecognized tax benefits, exclusive of interest, were as follows: | |||||||||||||
(In thousands) | |||||||||||||
Unrecognized tax benefits at December 31, 2011 | $ | 1,392 | |||||||||||
Decreases based upon tax positions related to prior years | (44 | ) | |||||||||||
Unrecognized tax benefits at December 31, 2012 | $ | 1,348 | |||||||||||
Decreases based upon a lapse of the applicable statute of limitations | (1,060 | ) | |||||||||||
Unrecognized tax benefits at December 31, 2013 | $ | 288 | |||||||||||
We file income tax returns in the U.S. Federal jurisdiction and in various state and foreign jurisdictions. Tax years remaining subject to examination in these jurisdictions include 2010 to present. |
LongTerm_Debt
Long-Term Debt | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Long-Term Debt [Abstract] | ' | ||||
Long-Term Debt | ' | ||||
6 | Long-Term Debt | ||||
1.50% Cash Convertible Senior Notes Due 2018 | |||||
On July 16, 2013, the Company completed a private placement of $150.0 million aggregate principal amount of cash convertible senior notes due 2018 (the "Cash Convertible Notes"), which bear interest at a rate of 1.50 % per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2014. The Cash Convertible Notes will mature on July 1, 2018, unless earlier repurchased or converted into cash in accordance with their terms prior to such date. The Cash Convertible Notes are convertible into cash based on the conversion rate set forth below and are not convertible into our common stock or any other securities under any circumstances. The initial cash conversion rate is 51.38 shares of our common stock per $1,000 principal amount of Cash Convertible Notes (equivalent to an initial conversion price of approximately $19.46 per share of common stock). The Cash Convertible Notes are our senior unsecured obligations and rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the Cash Convertible Notes. As a result of this transaction, we recognized deferred loan costs of approximately $3.9 million, which are being amortized over the term of the Cash Convertible Notes using the effective interest method. | |||||
The cash conversion feature of the Cash Convertible Notes (the "Cash Conversion Derivative") requires bifurcation from the Cash Convertible Notes in accordance with ASC Topic 815, Derivatives and Hedging, and is recorded in other long-term liabilities as a derivative liability and carried at fair value. The fair value of the Cash Conversion Derivative at the time of issuance of the Cash Convertible Notes was $36.8 million, which was recorded as a debt discount for purposes of accounting for the debt component of the Cash Convertible Notes. The debt discount is being amortized over the term of the Cash Convertible Notes using the effective interest method. For the twelve months ended December 31, 2013, we recorded $3.1 million of interest expense related to the amortization of the debt discount based upon an effective interest rate of 5.7%. The net carrying amount of the Cash Convertible Notes at December 31, 2013 was $116.4 million, net of the unamortized discount of $33.6 million. | |||||
In connection with the issuance of the Cash Convertible Notes, we entered into privately negotiated convertible note hedge transactions (the "Cash Convertible Notes Hedges"), which are cash-settled and are intended to reduce our exposure to potential cash payments that we would be required to make if holders elected to convert the Cash Convertible Notes at a time when our stock price exceeded the conversion price. The initial cost of the Cash Convertible Notes Hedges was $36.8 million. The Cash Convertible Notes Hedges are recorded in other assets as a derivative asset under FASB ASC Topic 815 and are carried at fair value. See Note 8 for additional information regarding the Cash Convertible Notes Hedges and the Cash Conversion Derivative and their fair values as of December 31, 2013. | |||||
In July 2013, we also sold separate privately negotiated warrants (the "Warrants") initially relating, in the aggregate, to approximately 7.7 million shares of our common stock underlying the Cash Convertible Notes Hedges. The Warrants have an initial strike price of approximately $25.95 per share, which effectively increases the conversion price of the Cash Convertible Notes to a 60% premium to our stock price on July 1, 2013. The Warrants will be net share settled by issuing a number of shares of our common stock per Warrant corresponding to the excess of the market price per share of our common stock (as measured on each warrant exercise date under the terms of the Warrants) over the applicable strike price of the Warrants. The Warrants meet the definition of derivatives under the guidance in ASC Topic 815; however, because these instruments have been determined to be indexed to our own stock and meet the criteria for equity classification under ASC Topic 815-40, the Warrants have been accounted for as an adjustment to our additional paid-in-capital. | |||||
If the market value per share of our common stock exceeds the strike price of the warrants, the warrants will have a dilutive effect on net income per share, and the "treasury stock" method will be used in calculating the dilutive effect on earnings per share. | |||||
CareFirst Convertible Note | |||||
On October 1, 2013, we entered into an Investment Agreement (the "Investment Agreement") with CareFirst Holdings, LLC ("CareFirst"), which is in addition to certain existing commercial agreements between us and CareFirst relating to, among other things, disease management and care coordination services (the "Commercial Agreements"). Pursuant to the Investment Agreement, we issued to CareFirst a convertible subordinated promissory note in the aggregate original principal amount of $20 million (the "CareFirst Convertible Note") for a purchase price of $20 million. The CareFirst Convertible Note bears interest at a rate of 4.75% per year, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each calendar year, beginning on December 31, 2013. The CareFirst Convertible Note may be prepaid only under limited circumstances and upon the terms and conditions specified therein. If the CareFirst Convertible Note has not been fully converted or redeemed in accordance with its terms, it will mature on October 1, 2019. The CareFirst Convertible Note is subordinate in right of payment to the prior payment in full of (a) all indebtedness of the Company under the Fifth Amended Credit Agreement, and (b) any other senior debt of the Company, which currently includes only the Cash Convertible Notes. | |||||
The CareFirst Convertible Note is convertible into shares of our common stock at the conversion rate determined by dividing (a) the sum of the portion of the principal to be converted and accrued and unpaid interest with respect to such principal by (b) the conversion price equal to $22.41 per share of our common stock. Â The conversion price is subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications and similar events. | |||||
CareFirst has an opportunity to earn warrants to purchase shares of our common stock ("CareFirst Warrants") based on achievement of certain quarterly thresholds (the "Revenue Thresholds") for revenue derived from both the Commercial Agreements and from new business to us from third parties as a result of an introduction or referral to us by CareFirst (collectively, the "Quarterly Revenue").  If the Quarterly Revenue is greater than or equal to the applicable Revenue Threshold for any quarter ending on or prior to September 30, 2017, then we will issue to CareFirst a certain number of warrants exercisable for the number of shares of our common stock ("CareFirst Warrant Shares") determined in accordance with the terms of the Investment Agreement unless (i) CareFirst elects to receive a cash payment in accordance with the terms of the Investment Agreement or (ii) there is a change of control. The aggregate number of CareFirst Warrant Shares in any single 12-month period beginning on October 1, 2013 cannot exceed 400,000, and the aggregate number of CareFirst Warrant Shares issuable pursuant to the Investment Agreement cannot exceed 1,600,000. If issued, the CareFirst Warrants will have a dilutive effect on net income per share, and the "treasury stock" method will be used in calculating the dilutive effect on earnings per share. | |||||
Also on October 1, 2013, in connection with the execution of the Investment Agreement, we entered into a Registration Rights Agreement with CareFirst, pursuant to which we agreed to use commercially reasonable efforts to cause any registration statement covering an underwritten offering of our common stock for our own account or for the account of any holder of our common stock (other than a registration statement on Form S-4 or Form S-8 or any successor thereto) to include those registrable common shares that any holder of such registrable common shares has requested to be registered. | |||||
The term of the Investment Agreement expires on the earlier of (a) December 31, 2017 and (b) the first date on which no Commercial Agreement is in effect. | |||||
Credit Facility | |||||
On June 8, 2012, we entered into the Fifth Amended Credit Agreement. The Fifth Amended Credit Agreement provides us with a $200.0 million revolving credit facility that expires on June 8, 2017 and includes a swingline sub facility of $20.0 million and a $75.0 million sub facility for letters of credit. The Fifth Amended Credit Agreement also provides a $200.0 million term loan facility that matures on June 8, 2017, $110.0 million of which remained outstanding at December 31, 2013, and an uncommitted incremental accordion facility of $200.0 million. | |||||
Borrowings under the Fifth Amended Credit Agreement generally bear interest at variable rates based on a margin or spread in excess of either (1) the one-month, two-month, three-month or six-month rate (or with the approval of affected lenders, nine-month or twelve-month rate) for Eurodollar deposits ("LIBOR") or (2) the greatest of (a) the SunTrust Bank prime lending rate, (b) the federal funds rate plus 0.50%, and (c) one-month LIBOR plus 1.00% (the "Base Rate"), as selected by the Company. The LIBOR margin varies between 1.75% and 3.00%, and the Base Rate margin varies between 0.75% and 2.00%, depending on our leverage ratio. The Fifth Amended Credit Agreement also provides for an annual fee ranging between 0.30% and 0.50% of the unused commitments under the revolving credit facility. Extensions of credit under the Fifth Amended Credit Agreement are secured by guarantees from all of the Company's active domestic subsidiaries and by security interests in substantially all of the Company's and such subsidiaries' assets. | |||||
On February 5, 2013, we entered into an amendment to the Fifth Amended Credit Agreement, which included, among other things, a temporary increase in the LIBOR and Base Rate margins of 0.25%. The increased margins were effective through December 31, 2013 and applied only when our total funded debt to EBITDA ratio was greater than or equal to 3.50 to 1.00. On July 1, 2013, we entered into an additional amendment to the Fifth Amended Credit Agreement, which provided for, among other things, the amendment of certain negative covenants to permit the issuance of and payments related to the Cash Convertible Notes described above as well as increases in the maximum required levels of total funded debt to EBITDA beginning with the quarter ended June 30, 2013. As of December 31, 2013, availability under the revolving credit facility totaled $38.7 million as calculated under the most restrictive covenant. | |||||
              We are required to repay outstanding revolving loans under the revolving credit facility on June 8, 2017. We are required to repay term loans in quarterly principal installments aggregating (1) 1.250% of the original aggregate principal amount of the term loans during each of the eight quarters beginning with the quarter ended September 30, 2012, (2) 1.875% of the original aggregate principal amount of the term loans during each of the next four quarters beginning with the quarter ending September 30, 2014, and (3) 2.500% of the original aggregate principal amount of the term loans during each of the remaining quarters prior to maturity on June 8, 2017, at which time the entire unpaid principal balance of the term loans is due and payable. | |||||
             The following table summarizes the minimum annual principal payments and repayments of the revolving advances under the Fifth Amended Credit Agreement, the Cash Convertible Notes, and the CareFirst Convertible Note for each of the next five years and thereafter: | |||||
(In thousands) | |||||
Year ending December 31, | |||||
2014 | $ | 12,500 | |||
2015 | 17,500 | ||||
2016 | 20,000 | ||||
2017 | 63,625 | ||||
2018 | 150,000 | ||||
2019 and thereafter | 20,000 | ||||
Total | $ | 283,625 | |||
The Fifth Amended Credit Agreement contains financial covenants that require us to maintain specified ratios or levels of (1) total funded debt to EBITDA and (2) fixed charge coverage. As of December 31, 2013, we were in compliance with all of the financial covenant requirements of the Fifth Amended Credit Agreement. | |||||
The Fifth Amended Credit Agreement contains various other affirmative and negative covenants that are typical for financings of this type. Among other things, the Fifth Amended Credit Agreement limits repurchases of the Company's common stock and the amount of dividends that the Company can pay to holders of its common stock. | |||||
Derivative_Investments_and_Hed
Derivative Investments and Hedging Activities | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Derivative Investments and Hedging Activities [Abstract] | ' | ||||||||||||||||||||
Derivative Investments and Hedging Activities | ' | ||||||||||||||||||||
7 | Derivative Instruments and Hedging Activities | ||||||||||||||||||||
We use derivative instruments to manage risks related to interest rate swap agreements, foreign currencies, and the Cash Convertible Notes. We account for derivatives in accordance with FASB ASC Topic 815 which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. Additionally, changes in the derivative's fair value shall be recognized currently in earnings unless specific hedge accounting criteria are met. As permitted under our master netting arrangements, the fair value amounts of our interest rate swaps and foreign currency options and/ or forward contracts are presented on a net basis by counterparty in the consolidated balance sheets. | |||||||||||||||||||||
Derivative Instruments Designated as Hedging Instruments | |||||||||||||||||||||
Cash Flow Hedges | |||||||||||||||||||||
Derivative instruments that are designated and qualify as cash flow hedges are recorded at estimated fair value in the consolidated balance sheets, with the effective portion of the gains and losses being reported in accumulated other comprehensive income or loss ("accumulated OCI"). Cash flow hedges for all periods presented consist solely of interest rate swap agreements, which effectively modify our exposure to interest rate risk by converting a portion of our floating rate debt to fixed obligations, thus reducing the impact of interest rate changes on future interest expense. Under these agreements, we receive a variable rate of interest based on LIBOR (as defined in Note 6), and we pay a fixed rate of interest with interest rates ranging from 0.690% to 1.480% plus a spread (see Note 6). We maintain interest rate swap agreements with current notional amounts of $145.0 million and termination dates ranging from November 2015 to December 2016. Of this amount, $95.0 million was effective at December 31, 2013, and $50.0 million will become effective in December 2015, as older interest rate swap agreements expire. Gains and losses on these interest rate swap agreements are reclassified to interest expense in the same period during which the hedged transaction affects earnings or the period in which all or a portion of the hedge becomes ineffective. As of December 31, 2013, we expect to reclassify $0.4 million of net losses on interest rate swap agreements from accumulated OCI to interest expense within the next 12 months due to the scheduled payment of interest associated with our debt. | |||||||||||||||||||||
The following table shows the effect of our cash flow hedges on the consolidated balance sheets during the twelve months ended December 31, 2013 and 2012: | |||||||||||||||||||||
(In thousands) | For the Twelve Months Ended | ||||||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | 31-Dec-13 | 31-Dec-12 | |||||||||||||||||||
(Gain) loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect | $ | (332 | ) | $ | 2,029 | ||||||||||||||||
Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect | $ | (1,916 | ) | $ | (3,302 | ) | |||||||||||||||
Gains and losses representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. During the twelve months ended December 31, 2013 and 2012, there were no gains or losses on cash flow hedges recognized in our consolidated statements of comprehensive income (loss) resulting from hedge ineffectiveness. | |||||||||||||||||||||
Derivative Instruments Not Designated as Hedging Instruments | |||||||||||||||||||||
Our Cash Conversion Derivative, Cash Convertible Notes Hedges, and foreign currency options and/or forward contracts do not qualify for hedge accounting treatment under U.S. GAAP and are measured at fair value with gains and losses recognized immediately in the consolidated statements of comprehensive income (loss). These derivative instruments not designated as hedging instruments did not have a material impact on our consolidated statements of comprehensive income (loss) during the twelve months ended December 31, 2013 and 2012. | |||||||||||||||||||||
The Cash Conversion Derivative is accounted for as a derivative liability and carried at fair value. In order to offset the risk associated with the Cash Conversion Derivative, we entered into Cash Convertible Notes Hedges which are cash-settled and are intended to reduce our exposure to potential cash payments that we would be required to make if holders elected to convert the Cash Convertible Notes at a time when our stock price exceeded the conversion price. The Cash Convertible Notes Hedges are accounted for as a derivative asset and carried at fair value. | |||||||||||||||||||||
The gains and losses resulting from changes in the fair values of the Cash Conversion Derivative and the Cash Convertible Notes Hedges are reported in the consolidated statements of comprehensive income (loss) as follows: | |||||||||||||||||||||
Twelve Months Ended | |||||||||||||||||||||
(In thousands) | 31-Dec-13 | 31-Dec-12 | Statements of Comprehensive Income (Loss) Classification | ||||||||||||||||||
Cash Convertible Notes Hedges: | Â Â Â Â | ||||||||||||||||||||
Net unrealized loss | $ | (8,984 | ) | $ | — | Selling, general and administrative expense | |||||||||||||||
Cash Conversion Derivative: | Â Â Â Â Â | ||||||||||||||||||||
Net unrealized gain | $ | 8,984 | $ | — | Selling, general and administrative expense | ||||||||||||||||
We also enter into foreign currency options and/or forward contracts in order to minimize our earnings exposure to fluctuations in foreign currency exchange rates. Our foreign currency exchange contracts require current period mark-to-market accounting, with any change in fair value being recorded each period in the consolidated statements of comprehensive income (loss) in selling, general and administrative expenses. At December 31, 2013, we had forward contracts with notional amounts of $16.3 million to exchange foreign currencies, primarily the Australian dollar and Euro, that were entered into in order to hedge forecasted foreign net income (loss) and intercompany debt. We routinely monitor our foreign currency exposures to maximize the overall effectiveness of our foreign currency hedge positions. We do not execute transactions or hold derivative financial instruments for trading or other purposes. | |||||||||||||||||||||
The estimated gross fair values of derivative instruments at December 31, 2013 and December 31, 2012, excluding the impact of netting derivative assets and liabilities when a legally enforceable master netting agreement exists, were as follows: | |||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||
(In thousands) | Foreign currency exchange contracts | Interest rate swap agreements | Cash Convertible Notes Hedges and Cash Conversion Derivative | Foreign currency exchange contracts | Interest rate swap agreements | ||||||||||||||||
Assets: | |||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||
Other current assets | $ | 178 | $ | — | $ | — | $ | 73 | $ | — | |||||||||||
Other assets | — | — | 27,766 | — | — | ||||||||||||||||
Total assets | $ | 178 | $ | — | $ | 27,766 | $ | 73 | $ | — | |||||||||||
Liabilities: | |||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||
Accrued liabilities | $ | 67 | $ | — | $ | — | $ | 255 | $ | — | |||||||||||
Other long-term liabilities | — | — | 27,766 | — | — | ||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||
Accrued liabilities | — | — | — | — | 1,742 | ||||||||||||||||
Other long-term liabilities | — | 505 | — | — | 1,221 | ||||||||||||||||
Total liabilities | $ | 67 | $ | 505 | $ | 27,766 | $ | 255 | $ | 2,963 |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||||||
8 | Fair Value Measurements | ||||||||||||||||||||
We account for certain assets and liabilities at fair value. Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date, assuming the transaction occurs in the principal or most advantageous market for that asset or liability. | |||||||||||||||||||||
Fair Value Hierarchy | |||||||||||||||||||||
The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are: | |||||||||||||||||||||
Level 1:Â Quoted prices in active markets for identical assets or liabilities; | |||||||||||||||||||||
Level 2:Â Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-based valuation techniques in which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and | |||||||||||||||||||||
Level 3:Â Unobservable inputs that are supported by little or no market activity and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. | |||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | |||||||||||||||||||||
The following tables present our assets and liabilities measured at fair value on a recurring basis at December 31, 2013 and December 31, 2012: | |||||||||||||||||||||
(In thousands) | Level 2 | Level 3 | Gross Fair | Netting (1) | Net Fair | ||||||||||||||||
31-Dec-13 | Value | Value | |||||||||||||||||||
Assets: | |||||||||||||||||||||
Foreign currency exchange contracts | $ | 178 | $ | — | $ | 178 | $ | (57 | ) | $ | 121 | ||||||||||
Cash Convertible Notes Hedges | — | 27,766 | 27,766 | — | 27,766 | ||||||||||||||||
Liabilities: | |||||||||||||||||||||
Foreign currency exchange contracts | $ | 67 | $ | — | $ | 67 | $ | (57 | ) | $ | 10 | ||||||||||
Interest rate swap agreements | 505 | — | 505 | — | 505 | ||||||||||||||||
Cash Conversion Derivative | — | 27,766 | 27,766 | — | 27,766 | ||||||||||||||||
(In thousands) | Level 2 | Level 3 | Gross Fair | Netting (1) | Net Fair | ||||||||||||||||
31-Dec-12 | Value | Value | |||||||||||||||||||
Assets: | |||||||||||||||||||||
Foreign currency exchange contracts | $ | 73 | $ | — | $ | 73 | $ | (73 | ) | $ | — | ||||||||||
Liabilities: | |||||||||||||||||||||
Foreign currency exchange contracts | $ | 255 | $ | — | $ | 255 | $ | (73 | ) | $ | 182 | ||||||||||
Interest rate swap agreements | 2,963 | — | 2,963 | — | 2,963 | ||||||||||||||||
(1) This column reflects the impact of netting derivative assets and liabilities by counterparty when a legally enforceable master netting agreement exists. | |||||||||||||||||||||
The fair values of forward foreign currency exchange contracts are valued using broker quotations of similar assets or liabilities in active markets. The fair values of interest rate swap agreements are primarily determined based on the present value of future cash flows using internal models and third-party pricing services with observable inputs, including interest rates, yield curves and applicable credit spreads. The fair values of the Cash Convertible Notes Hedges and the Cash Conversion Derivative are measured using Level 3 inputs. These instruments are not actively traded and are valued using an option pricing model that uses observable and unobservable market data for inputs, such as expected time to maturity of the derivative instruments, the risk-free interest rate, the expected volatility of our common stock and other factors. The Cash Convertible Notes Hedges and the Cash Conversion Derivative were designed such that changes in their fair values would offset, with minimal impact to the consolidated statements of comprehensive income (loss). Therefore, the sensitivity of changes in the unobservable inputs to the option pricing model for such instruments is mitigated. | |||||||||||||||||||||
The following table presents our financial instruments measured at fair value on a recurring basis using unobservable inputs (Level 3): | |||||||||||||||||||||
(In thousands) | Balance at | Purchases of Level 3 Instruments | Issuances of Level 3 Instruments | Gains/(Losses) included in Earnings | Balance at | ||||||||||||||||
31-Dec-12 | 31-Dec-13 | ||||||||||||||||||||
Cash Convertible Notes Hedges | $ | — | $ | 36,750 | $ | — | $ | (8,984 | ) | $ | 27,766 | ||||||||||
Cash Conversion Derivative | — | — | (36,750 | ) | 8,984 | (27,766 | ) | ||||||||||||||
The gains and losses included in earnings noted above represent the change in the fair value of these financial instruments and are recorded each period in the consolidated statements of comprehensive income (loss) in selling, general and administrative expenses. | |||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis | |||||||||||||||||||||
We measure certain assets at fair value on a nonrecurring basis in the fourth quarter of our fiscal year, including the following: | |||||||||||||||||||||
·    | reporting units measured at fair value in the first step of a goodwill impairment test; and | ||||||||||||||||||||
·    | indefinite-lived intangible assets measured at fair value for impairment assessment. | ||||||||||||||||||||
Each of the assets above is classified as Level 3 within the fair value hierarchy. | |||||||||||||||||||||
During the fourth quarter of 2013, we reviewed goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment).  The fair value of a reporting unit is the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date.  We may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.  However, we elected not to perform a qualitative assessment, instead proceeding to the quantitative review described below. | |||||||||||||||||||||
We estimated the fair value of each reporting unit using a combination of a discounted cash flow model and a market-based approach, and we reconciled the aggregate fair value of our reporting units to our consolidated market capitalization.  Estimating fair value requires significant judgments, including management's estimate of future cash flows, which is dependent on internal forecasts, estimation of the long-term growth rate for our business, the useful life over which cash flows will occur, and determination of our weighted average cost of capital, as well as relevant comparable company earnings multiples for the market-based approach.  Changes in these estimates and assumptions could materially affect the estimate of fair value and goodwill impairment for each reporting unit.  We determined that the carrying value of goodwill was not impaired based upon the impairment review. | |||||||||||||||||||||
Also during the fourth quarter of 2013, we estimated the fair value of our indefinite-lived intangible asset, which consisted of a trade name, using a present value technique, which required management's estimate of future revenues attributable to this trade name, estimation of the long-term growth rate and royalty rate for this revenue, and determination of our weighted average cost of capital.  Changes in these estimates and assumptions could materially affect the estimate of fair value for the trade name.  We determined that the carrying value of the trade name was not impaired based upon the impairment review. | |||||||||||||||||||||
Fair Value of Other Financial Instruments | |||||||||||||||||||||
In addition to foreign currency exchange contracts, interest rate swap agreements, the Cash Convertible Notes Hedges, and the Cash Conversion Derivative, the estimated fair values of which are disclosed above, the estimated fair value of each class of financial instruments at December 31, 2013 was as follows: | |||||||||||||||||||||
Cash and cash equivalents – The carrying amount of $2.6 million approximates fair value because of the short maturity of those instruments (less than three months). | |||||||||||||||||||||
Long-term debt – The estimated fair value of outstanding borrowings under the Fifth Amended Credit Agreement, which includes a revolving credit facility and a term loan facility, the Cash Convertible Notes and the CareFirst Convertible Note (see Note 6) are determined based on the fair value hierarchy as discussed above. The revolving credit facility and the term loan facility are not actively traded and therefore are classified as Level 2 valuations based on the market for similar instruments. The estimated fair value is based on the average of the prices set by the issuing bank given current market conditions and is not necessarily indicative of the amount we could realize in a current market exchange. The estimated fair value and carrying amount of outstanding borrowings under the Fifth Amended Credit Agreement at December 31, 2013 are $113.1 million and $113.6 million, respectively. | |||||||||||||||||||||
The Cash Convertible Notes are actively traded and therefore are classified as Level 1 valuations. The estimated fair value at December 31, 2013 was $148.1 million, which is based on the last quoted price of the Cash Convertible Notes on December 31, 2013, and the par value was $150.0 million. The carrying amount of the Cash Convertible Notes at December 31, 2013 was $116.4 million, which is net of the debt discount discussed in Note 6. | |||||||||||||||||||||
The CareFirst Convertible Note was issued at its fair value of $20.0 million on October 1, 2013. It is not actively traded and is not based upon either an observable market, other than the market for our common stock, or on an observable index and is therefore classified as a Level 3 valuation. At December 31, 2013, the carrying amount of the CareFirst Convertible Note of $20.0 million approximates fair value because there were no factors present that would result in a change in the fair value since its issuance on October 1, 2013. |
Other_LongTerm_Liabilities
Other Long-Term Liabilities | 12 Months Ended | |
Dec. 31, 2013 | ||
Other Long-Term Liabilities [Abstract] | ' | |
Other Long-Term Liabilities | ' | |
9 | Other Long-Term Liabilities | |
Other long-term liabilities consist primarily of the Cash Conversion Derivative (see Notes 6 and 7), deferred rent (see Note 12), a deferred compensation plan, and accrued performance cash (if pre-established performance metrics are met). | ||
We have a non-qualified deferred compensation plan under which certain employees may defer a portion of their salaries and receive a Company matching contribution plus a discretionary contribution based on the Company's performance against targets. Company contributions vest equally over four years. We do not fund the plan and carry it as an unsecured obligation. Participants in the plan elect payout dates for their account balances, which can be no earlier than four years from the period of the deferral. | ||
As of December 31, 2013 and 2012, other long-term liabilities included vested amounts under the non-qualified deferred compensation plan of $6.8 and $6.6 million, respectively, net of the current portions of $1.0 and $4.1 million, respectively. For the next five years ending December 31, 2018 we must make estimated plan payments of $1.0 million, $0.3 million, $0.4 million, $0.3 million, and $0.2 million, respectively. | ||
In addition, under our stock incentive plan, we issue performance-based cash awards to certain employees based on pre-established performance metrics. Based on achievement of the performance metrics, the awards vest on the third anniversary of the grant date and are paid shortly thereafter. | ||
As of December 31, 2013 and 2012, no accrued performance cash amounts were included in other long-term liabilities. | ||
Restructuring_and_Related_Char
Restructuring and Related Charges and Impairment Loss | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Restructuring and Related Charges and Impairment Loss [Abstract] | ' | ||||||||||||||||||
Restructuring and Related Charges and Impairment Loss | ' | ||||||||||||||||||
10 | Restructuring and Related Charges and Impairment Loss | ||||||||||||||||||
In December 2012, we began a restructuring of the Company (the "2012 Restructuring"), which was largely completed by the end of 2012, primarily focused on capacity realignment. The majority of these charges were presented as a separate line item in the consolidated statement of operations. We do not expect to incur significant additional costs or adjustments related to this restructuring. | |||||||||||||||||||
In November 2011, we began a restructuring of the Company (the "2011 Restructuring"), which was largely completed by the end of 2011, primarily focused on aligning our capacity requirements and organizational structure following CIGNA's decision to wind-down its contract beginning in 2012. The majority of these charges were presented as a separate line item in the consolidated statement of operations. We do not expect to incur significant additional costs or adjustments related to this restructuring. | |||||||||||||||||||
In November 2010, we began a restructuring of the Company (the "2010 Restructuring"), which was largely completed by the end of 2010, primarily focused on aligning resources with current and emerging markets and consolidating operating capacity.  The majority of these charges were presented as a separate line item in the consolidated statement of operations.  We do not expect to incur significant additional costs or adjustments related to this restructuring. | |||||||||||||||||||
The change in accrued restructuring and related charges related to the 2012 Restructuring, 2011 Restructuring, and 2010 Restructuring activities described above during the year ended December 31, 2013 were as follows: | |||||||||||||||||||
(In thousands) | 2012 | 2011 | 2010 | Total | |||||||||||||||
Restructuring | Restructuring(1) | Restructuring(2) | |||||||||||||||||
Accrued restructuring and related charges at December 31, 2010 | $ | — | $ | — | $ | 7,607 | $ | 7,607 | |||||||||||
Additions | — | 8,430 | — | 8,430 | |||||||||||||||
Payments | — | (4 | ) | (5,124 | ) | (5,128 | ) | ||||||||||||
Adjustments | — | — | (900 | ) | (3) | (900 | ) | ||||||||||||
Accrued restructuring and related charges at December 31, 2011 | $ | — | $ | 8,426 | $ | 1,583 | 10,009 | ||||||||||||
Additions | 1,773 | — | — | 1,773 | |||||||||||||||
Payments | — | (7,368 | ) | (822 | ) | (8,190 | ) | ||||||||||||
Adjustments | — | (504 | ) | (4) | (132 | ) | (3) | (636 | ) | ||||||||||
Accrued restructuring and related charges at December 31, 2012 | $ | 1,773 | $ | 554 | $ | 629 | 2,956 | ||||||||||||
Additions | — | — | — | — | |||||||||||||||
Payments | (1,700 | ) | (366 | ) | (629 | ) | (2,695 | ) | |||||||||||
Adjustments | (73 | ) | (29 | ) | — | (102 | ) | ||||||||||||
Accrued restructuring and related charges at December 31, 2013 | $ | — | $ | 159 | $ | — | 159 | ||||||||||||
(1) Excludes non-cash charges of approximately $0.6 million, which primarily consisted of share-based compensation costs. | |||||||||||||||||||
(2) Excludes non-cash charges of approximately $1.8 million, which primarily consisted of share-based compensation costs. | |||||||||||||||||||
(3)Â Adjustments resulted primarily from a favorable adjustment to lease termination costs due to a sublease of certain unused office space. | |||||||||||||||||||
(4)Â Adjustments resulted primarily from actual employee tax and benefit amounts differing from previous estimates. | |||||||||||||||||||
In December 2011, we recorded an impairment loss of $183.3 million which consisted of a goodwill impairment loss of $182.4 million (see Note 3) and an intangible asset write-off of $0.9 million. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |
Dec. 31, 2013 | ||
Commitments and Contingencies [Abstract] | ' | |
Commitments and Contingencies | ' | |
11 | Commitments and Contingencies | |
Contract Disputes | ||
We currently are involved in a contractual dispute with Blue Cross Blue Shield of Minnesota regarding fees paid to us as part of a former contractual relationship.  On January 25, 2010, Blue Cross Blue Shield of Minnesota issued notice of arbitration with the American Arbitration Association in Minneapolis in accordance with the terms of the contract alleging violations of certain contract provisions and seeking recoupment of an unspecified amount of payments made to us under the contract. We believe we performed our services in compliance with the terms of our agreement and that the assertions made in the arbitration notice are without merit.  On August 3, 2011, we asserted numerous counterclaims against Blue Cross Blue Shield of Minnesota. The arbitration hearing concluded on October 23, 2013. During and after the conclusion of the arbitration hearing in October, the parties entered into settlement negotiations to resolve all claims in dispute. The parties have jointly requested that the arbitrator not issue any award or decision while the parties are engaged in settlement discussions. We cannot predict whether these discussions will result in a settlement. | ||
We are involved in a contractual dispute with Plastipak Packaging, Inc. ("Plastipak"). On September 10, 2012, Plastipak filed suit in the Circuit Court for Wayne County, Michigan seeking damages relating to an alleged breach of a services agreement with us. The case is currently in the discovery phase of litigation. We deny Plastipak's claims and intend to vigorously defend the action. | ||
Performance Award Lawsuit | ||
On September 4, 2012, Milton Pfeiffer ("Plaintiff"), claiming to be a stockholder of the Company, filed a putative derivative action against the Company and the Board of Directors (the "Board") in Delaware Chancery Court (the "Court") alleging that the Compensation Committee of the Board and the Board breached their fiduciary duties and violated the Company's 2007 Stock Incentive Plan (the "Plan") by granting Ben R. Leedle, Jr., Chief Executive Officer and President of the Company, discretionary performance awards under the Plan in the form of options to purchase an aggregate of 500,000 shares of the Company's common stock, which consisted of a performance award in November 2011 granting Mr. Leedle the right to purchase 365,000 shares and a performance award in February 2012 granting Mr. Leedle the right to purchase 135,000 shares (the "Performance Awards").  Plaintiff alleges that the Performance Awards exceeded what is authorized by the Plan and that the Company's 2012 proxy statement, in which the Performance Awards are disclosed, is false and misleading.  Plaintiff also alleges that Mr. Leedle breached his fiduciary duties and was unjustly enriched by receiving the Performance Awards.  Plaintiff is seeking, among other things, the rescission or disgorgement of all alleged "excess" awards granted to Mr. Leedle under the Performance Awards, to recover any incidental damages to the Company, and an award of attorneys' fees and expenses.  On November 2, 2012, the Company and the Board filed a Motion to Dismiss because Plaintiff failed to make a demand upon the Board as required by Delaware law. On November 8, 2013, the Court denied the Company's Motion to Dismiss. On February 21, 2014, the Company filed its answer and intends to vigorously defend the allegations. | ||
Outlook | ||
We are also subject to other contractual disputes, claims and legal proceedings that arise from time to time in the ordinary course of our business. While we are unable to estimate a range of potential losses, we do not believe that any of such legal proceedings pending against us as of the date of this report will have a material adverse effect on our liquidity or financial condition. As these matters are subject to inherent uncertainties, our view of these matters may change in the future. | ||
Contractual Commitments | ||
We entered into a 25-year strategic relationship agreement with Gallup in January 2008 and a 5-year global joint venture agreement with Gallup in October 2012. We have minimum remaining contractual cash obligations of $42.0 million related to these agreements. | ||
In May 2011, we entered into a ten-year applications and technology services outsourcing agreement with HP Enterprise Services, LLC that contains minimum fee requirements. Total payments over the remaining term, including an estimate for future contractual cost of living adjustments, must equal or exceed a minimum level of approximately $142.2 million; however, based on initial required service and equipment level assumptions, we estimate that the remaining payments will be approximately $297.6 million. The agreement allows us to terminate all or a portion of the services after the first two years provided we pay certain termination fees, which could be material to the Company. |
Leases
Leases | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Leases [Abstract] | ' | ||||||||
Leases | ' | ||||||||
12 | Leases | ||||||||
We maintain operating lease agreements principally for our corporate office space, our well-being improvement call centers, and our operations support and training offices. We lease approximately 264,000 square feet of office space in Franklin, Tennessee, which contains our corporate headquarters and one of our well-being improvement call centers. This lease commenced in March 2008 and expires in February 2023. We also lease approximately 92,000 square feet of office space in Chandler, Arizona which contains additional corporate colleagues and one of our well-being improvement call centers. In addition, we lease office space for our seven other well-being improvement call center locations for an aggregate of approximately 160,000 square feet of space with lease terms expiring on various dates from 2014 to 2020. Our operations support and training offices contain approximately 66,000 square feet in aggregate and have lease terms expiring from 2014 to 2020. | |||||||||
Our corporate office lease agreement contains escalation clauses and provides for two renewal options of five years each at then prevailing market rates. The base rent for the initial 15-year term ranges from $4.2 million to $6.3 million per year over the term of the lease. The landlord provided a tenant improvement allowance equal to approximately $10.3 million. We record leasehold improvement incentives as deferred rent and amortize them as reductions to rent expense over the lease term. | |||||||||
Most of our operating leases include escalation clauses, some of which are fixed amounts, and some of which reflect changes in price indices. We recognize rent expense on a straight-line basis over the lease term. Certain operating leases contain renewal options to extend the lease for additional periods. For the years ended December 31, 2013, 2012, and 2011, rent expense under lease agreements was approximately $12.9 million, $12.9 million, and $12.7 million, respectively. Our capital lease obligations, which primarily include computer equipment leases, are included in long-term debt and the current portion of long-term debt. | |||||||||
The following table summarizes our future minimum lease payments under all capital leases and non-cancelable operating leases for each of the next five years and thereafter: | |||||||||
(In thousands) | Capital | Operating | |||||||
Year ending December 31, | Leases | Leases | |||||||
2014 | $ | 1,199 | $ | 13,198 | |||||
2015 | 66 | 11,781 | |||||||
2016 | — | 10,764 | |||||||
2017 | — | 10,198 | |||||||
2018 | — | 10,707 | |||||||
2019 and thereafter | — | 33,262 | |||||||
Total minimum lease payments | $ | 1,265 | $ | 89,910 | |||||
Less amount representing interest | (34 | ) | |||||||
Present value of minimum lease payments | 1,231 | ||||||||
Less current portion | (1,166 | ) | |||||||
$ | 65 |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Share-Based Compensation [Abstract] | ' | ||||||||||||||||
Share-Based Compensation | ' | ||||||||||||||||
13.    Share-Based Compensation | |||||||||||||||||
We have several stockholder-approved stock incentive plans for our employees and directors. We currently have three types of share-based awards outstanding under these plans: stock options, restricted stock units, and restricted stock. We believe that such awards align the interests of our employees and directors with those of our stockholders. | |||||||||||||||||
We grant options under these plans at market value on the date of grant, except in the case of certain performance awards which may be granted at a price above market value. The options generally vest over four years based on service conditions and expire ten years from the date of grant. Restricted stock units and restricted stock awards generally vest over four years. We recognize share-based compensation expense on a straight-line basis over the vesting period. Options, restricted stock units, and restricted stock awards generally provide for accelerated vesting upon a change in control or normal or early retirement (as defined in the applicable stock incentive plan). At December 31, 2013, we had reserved approximately 0.2 million shares for future equity grants under our stock incentive plans. | |||||||||||||||||
Following are certain amounts recognized in the consolidated statements of operations for share-based compensation arrangements for the years ended December 31, 2013, 2012, and 2011. We did not capitalize any share-based compensation costs during these periods. | |||||||||||||||||
Year Ended | |||||||||||||||||
December 31, | December 31, | December 31, | |||||||||||||||
(In millions) | 2013 | 2012 | 2011 | ||||||||||||||
Total share-based compensation | $ | 7.1 | $ | 6.4 | $ | 9.2 | |||||||||||
Share-based compensation included in cost of services | 2.9 | 3 | 4.1 | ||||||||||||||
Share-based compensation included in selling, general and administrative expenses | 4.2 | 3.4 | 4.5 | ||||||||||||||
Share-based compensation included in restructuring and related charges | — | — | 0.6 | ||||||||||||||
Total income tax benefit recognized | 2.8 | 2.5 | 3.6 | ||||||||||||||
As of December 31, 2013, there was $16.5 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the stock incentive plans. That cost is expected to be recognized over a weighted average period of 2.0 years. | |||||||||||||||||
Stock Options | |||||||||||||||||
We use a lattice-based binomial option valuation model ("lattice binomial model") to estimate the fair values of stock options. We base expected volatility on historical volatility due to the low volume of traded options on our stock. The expected term of options granted is derived from the output of the lattice binomial model and represents the period of time that options granted are expected to be outstanding. We used historical data to estimate expected option exercise and post-vesting employment termination behavior within the lattice binomial model. | |||||||||||||||||
The following table sets forth the weighted average grant-date fair values of options and the weighted average assumptions we used to develop the fair value estimates under each of the option valuation models for the years ended December 31, 2013, 2012 and 2011: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Weighted average grant-date fair value of options per share | $ | 7.29 | $ | 4.01 | $ | 5.94 | |||||||||||
Assumptions: | |||||||||||||||||
Expected volatility | 53.8 | % | 54.4 | % | 53 | % | |||||||||||
Expected dividends | — | — | — | ||||||||||||||
Expected term (in years) | 5.1 | 5.1 | 5.6 | ||||||||||||||
Risk-free rate | 1.9 | % | 2 | % | 2.4 | % | |||||||||||
A summary of option activity as of December 31, 2013 and the changes during the year then ended is presented below: | |||||||||||||||||
Options | Shares (thousands) | Weighted | Weighted Average | Aggregate Intrinsic Value (thousands) | |||||||||||||
Average Exercise | Remaining Contractual Term | ||||||||||||||||
Price Per Share | |||||||||||||||||
Outstanding at January 1, 2013 | 4,689 | $ | 15.65 | ||||||||||||||
Granted | 1,085 | 13.26 | |||||||||||||||
Exercised | (1,077 | ) | 14.25 | ||||||||||||||
Forfeited | (163 | ) | 11.34 | ||||||||||||||
Expired | (209 | ) | 25.5 | ||||||||||||||
Outstanding at December 31, 2013 | 4,325 | $ | 15.09 | 6.4 | $ | 13,182 | |||||||||||
Exercisable at December 31, 2013 | 2,032 | $ | 19.21 | 4.3 | $ | 3,992 | |||||||||||
The total intrinsic value, which represents the difference between the market price of the underlying common stock and the option's exercise price, of options exercised during the years ended December 31, 2013, 2012 and 2011 was $3.2 million, $1.3 million, and $1.9 million, respectively. | |||||||||||||||||
Cash received from option exercises under all share-based payment arrangements during 2013 was $12.7 million. The actual tax benefit realized during 2013 for the tax deductions from option exercises totaled $1.3 million. We issue new shares of common stock upon exercise of stock options. | |||||||||||||||||
Restricted Stock and Restricted Stock Units | |||||||||||||||||
The fair value of restricted stock and restricted stock units ("nonvested shares") is determined based on the closing bid price of the Company's common stock on the grant date. The weighted average grant-date fair value of nonvested shares granted during the years ended December 31, 2013, 2012 and 2011, was $13.12, $8.29, and $13.26, respectively. | |||||||||||||||||
The following table sets forth a summary of our nonvested shares as of December 31, 2013 as well as activity during the year then ended. The total grant-date fair value of shares vested during the years ended December 31, 2013, 2012 and 2011 was $3.1 million, $3.6 million, and $7.4 million, respectively. | |||||||||||||||||
Nonvested Shares | Shares (thousands) | Weighted Average Grant Date Fair Value Per Share | |||||||||||||||
Nonvested at January 1, 2013 | 1,013 | $ | 9.93 | ||||||||||||||
Granted | 186 | 13.12 | |||||||||||||||
Vested | (293 | ) | 10.43 | ||||||||||||||
Forfeited | (65 | ) | 10.15 | ||||||||||||||
Nonvested at December 31, 2013 | 841 | $ | 10.44 |
Earnings_Loss_Per_Share
Earnings (Loss) Per Share | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings (Loss) Per Share [Abstract] | ' | ||||||||||||
Earnings (Loss) Per Share | ' | ||||||||||||
14 | Earnings (Loss) Per Share | ||||||||||||
The following is a reconciliation of the numerator and denominator of basic and diluted earnings (loss) per share for the years ended December 31, 2013, 2012, and 2011: | |||||||||||||
(In thousands except per share data) | Year Ended December 31, | ||||||||||||
Numerator: | 2013 | 2012 | 2011 | ||||||||||
Net income (loss) | $ | (8,541 | ) | $ | 8,024 | $ | (157,693 | ) | |||||
Denominator: | |||||||||||||
Shares used for basic earnings (loss) per share | 34,489 | 33,597 | 33,677 | ||||||||||
Effect of dilutive stock options and restricted stock units outstanding: | |||||||||||||
Non-qualified stock options (1) | — | 37 | — | ||||||||||
Restricted stock units (1) | — | 202 | — | ||||||||||
Shares used for diluted earnings (loss) per share (1) | 34,489 | 33,836 | 33,677 | ||||||||||
Earnings per share: | |||||||||||||
Basic | $ | (0.25 | ) | $ | 0.24 | $ | (4.68 | ) | |||||
Diluted (1) | $ | (0.25 | ) | $ | 0.24 | $ | (4.68 | ) | |||||
Dilutive securities outstanding not included in the computation of earnings per share because their effect is anti-dilutive: | |||||||||||||
Non-qualified stock options | 3,234 | 4,926 | 4,845 | ||||||||||
Restricted stock units | 334 | 193 | 469 | ||||||||||
Warrants related to Cash Convertible Notes | 7,707 | — | — | ||||||||||
CareFirst Convertible Note | 892 | — | — | ||||||||||
(1) The assumed exercise of stock-based compensation awards for the years ended December 31, 2013 and December 31, 2011 was not considered because the impact would be anti-dilutive. |
Accumulated_OCI
Accumulated OCI | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accumulated OCI [Abstract] | ' | ||||||||||||
Accumulated OCI | ' | ||||||||||||
15.            Accumulated OCI | |||||||||||||
The following tables summarize the changes in accumulated OCI, net of tax, for the twelve months ended December 31, 2013 and 2012: | |||||||||||||
 (In thousands) | Net Change in Fair Value of Interest Rate Swaps | Foreign Currency Translation Adjustments | Total | ||||||||||
Accumulated OCI, net of tax, as of January 1, 2013 | $ | (1,790 | ) | $ | 861 | $ | (929 | ) | |||||
Other comprehensive income (loss) before reclassifications, net of tax | 189 | (755 | ) | (566 | ) | ||||||||
Amounts reclassified from accumulated OCI, net of tax | 1,088 | — | 1,088 | ||||||||||
Net increase (decrease) in other comprehensive income (loss), net of tax | 1,277 | (755 | ) | 522 | |||||||||
Accumulated OCI, net of tax, as of December 31, 2013 | $ | (513 | ) | $ | 106 | $ | (407 | ) | |||||
 (In thousands) | Net Change in Fair Value of Interest Rate Swaps | Foreign Currency Translation Adjustments | Total | ||||||||||
Accumulated OCI, net of tax, as of January 1, 2012 | $ | (2,570 | ) | $ | 781 | $ | (1,789 | ) | |||||
Other comprehensive income (loss) before reclassifications, net of tax | (1,244 | ) | 80 | (1,164 | ) | ||||||||
Amounts reclassified from accumulated OCI, net of tax | 2,024 | — | 2,024 | ||||||||||
Net increase in other comprehensive income (loss), net of tax | 780 | 80 | 860 | ||||||||||
Accumulated OCI, net of tax, as of December 31, 2012 | $ | (1,790 | ) | $ | 861 | $ | (929 | ) | |||||
     | |||||||||||||
The following table provides details about reclassifications out of accumulated OCI for the twelve months ended December 31, 2013: | |||||||||||||
Twelve Months Ended December 31, | Statement of Comprehensive Income | ||||||||||||
 (In thousands) | 2013 | 2012 | (Loss) Classification | ||||||||||
Interest rate swaps | $ | 1,916 | $ | 3,302 | Interest expense | ||||||||
(828 | ) | (1,278 | ) | Income tax benefit | |||||||||
$ | 1,088 | $ | 2,024 | Net of tax | |||||||||
See Note 7 for further discussion of our interest rate swaps. |
Stockholder_Rights_Plan
Stockholder Rights Plan | 12 Months Ended | |
Dec. 31, 2013 | ||
Stockholder Rights Plan [Abstract] | ' | |
Stockholder Rights Plan | ' | |
16 | Stockholder Rights Plan | |
On June 19, 2000, our Board adopted a stockholder rights plan under which holders of common stock as of June 30, 2000 received preferred stock purchase rights as a dividend at the rate of one right per share. As amended in June 2004 and July 2006, each right initially entitles its holder to purchase one one-hundredth of a Series A preferred share at $175.00, subject to adjustment. Upon becoming exercisable, each right will allow the holder (other than the person or group whose actions have triggered the exercisability of the rights), under alternative circumstances, to buy either securities of the Company or securities of the acquiring company (depending on the form of the transaction) having a value of twice the then current exercise price of the rights. | ||
With certain exceptions, each right will become exercisable only when a person or group acquires, or commences a tender or exchange offer for, 15% or more of our outstanding common stock. Rights will also become exercisable in the event of certain mergers or asset sales involving more than 50% of our assets or earning power. The rights will expire on June 15, 2014, unless redeemed or exchanged. Our Board reviews the plan periodically to determine if the maintenance and continuance of the plan is still in the best interests of the Company and its stockholders. | ||
Employee_Benefits
Employee Benefits | 12 Months Ended | |
Dec. 31, 2013 | ||
Employee Benefits [Abstract] | ' | |
Employee Benefits | ' | |
17 | Employee Benefits | |
We have a 401(k) Retirement Savings Plan (the "401(k) Plan") available to substantially all of our employees. Employees can contribute up to a certain percentage of their base compensation as defined in the 401(k) Plan. The Company matching contributions are subject to vesting requirements. Company contributions under the 401(k) Plan totaled $3.1 million, $2.9 million, and $3.5 million for the years ended December 31, 2013, 2012, and 2011, respectively. |
Segment_Disclosures
Segment Disclosures | 12 Months Ended | |
Dec. 31, 2013 | ||
Segment Disclosures [Abstract] | ' | |
Segment Disclosures | ' | |
18 | Segment Disclosures | |
We have aggregated our operating segments into one reportable segment, well-being improvement services. Our integrated well-being improvement services include disease management, health coaching, and wellness and prevention programs. Further, we report revenues from our external customers on a consolidated basis since well-being improvement is the only service that we provide. | ||
During 2013 and 2012, we derived approximately 10.5% and 11.5%, respectively, of our revenues from one customer and during 2011, we derived approximately 17% of our revenues from a separate customer, with no other customer comprising 10% or more of our revenues. |
Quarterly_Financial_Informatio
Quarterly Financial Information (unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information (unaudited) [Abstract] | ' | ||||||||||||||||
Quarterly Financial Information (unaudited) | ' | ||||||||||||||||
19 | Quarterly Financial Information (unaudited) | ||||||||||||||||
(In thousands, except per share data) | |||||||||||||||||
Year Ended | First | Second | Third | Fourth | |||||||||||||
31-Dec-13 | |||||||||||||||||
-1 | -1 | -2 | (1)Â (2) | ||||||||||||||
Revenues | $ | 165,165 | $ | 162,270 | $ | 166,615 | $ | 169,235 | |||||||||
Gross margin | $ | 15,083 | $ | 19,916 | $ | 26,391 | $ | 18,326 | |||||||||
Income (loss) before income taxes | $ | (6,044 | ) | $ | (1,650 | ) | $ | 1,108 | $ | (7,591 | ) | ||||||
Net income (loss) | $ | (3,949 | ) | $ | (1,101 | ) | $ | 1,799 | $ | (5,290 | ) | ||||||
Basic earnings (loss) per share (3) | $ | (0.12 | ) | $ | (0.03 | ) | $ | 0.05 | $ | (0.15 | ) | ||||||
Diluted earnings (loss) per share (3) | $ | (0.12 | ) | $ | (0.03 | ) | $ | 0.05 | $ | (0.15 | ) | ||||||
Year Ended | First | Second | Third | Fourth | |||||||||||||
31-Dec-12 | |||||||||||||||||
-1 | -4 | ||||||||||||||||
Revenues | $ | 165,218 | $ | 170,214 | $ | 166,559 | $ | 175,180 | |||||||||
Gross margin | $ | 16,300 | $ | 32,061 | $ | 30,619 | $ | 28,217 | |||||||||
Income (loss) before income taxes | $ | (4,116 | ) | $ | 8,732 | $ | 8,542 | $ | 1,587 | ||||||||
Net income (loss) | $ | (2,665 | ) | $ | 5,057 | $ | 5,028 | $ | 604 | ||||||||
Basic earnings (loss) per share (3) | $ | (0.08 | ) | $ | 0.15 | $ | 0.15 | $ | 0.02 | ||||||||
Diluted earnings (loss) per share (3) | $ | (0.08 | ) | $ | 0.15 | $ | 0.15 | $ | 0.02 | ||||||||
(1) The assumed exercise of stock-based compensation awards for this period was not considered in the calculation of diluted earnings (loss) per share because the impact would have been anti-dilutive. | |||||||||||||||||
(2) Includes charges related to non-cash interest associated with amortization of a debt discount of $1.5 million and $1.6 million for the third and fourth quarter, respectively. | |||||||||||||||||
(3) We calculated earnings per share for each of the quarters based on the weighted average number of shares and dilutive securities outstanding for each period.  Accordingly, the sum of the quarters may not necessarily be equal to the full year income per share. | |||||||||||||||||
(4) Includes charges related to one-time termination benefits associated with capacity realignment of $1.8 million. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Principles of Consolidation | ' |
a. Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned by the Company. We have eliminated all intercompany profits, transactions and balances. | |
Cash and Cash Equivalents | ' |
b. Cash and Cash Equivalents - Cash and cash equivalents primarily include cash, tax-exempt debt instruments, commercial paper, and other short-term investments with original maturities of less than three months. | |
Accounts Receivable, net | ' |
c. Accounts Receivable, net - Billed receivables primarily represent fees that are contractually due in the ordinary course of providing our services, net of contractual adjustments and allowances for doubtful accounts. Unbilled receivables primarily represent fees for services based on the estimated utilization of fitness facilities, which are generally billed in the following month, and certain performance-based fees that are billed when performance metrics are met and reconciled with the customer. Historically, we have experienced minimal instances of customer non-payment and therefore consider our accounts receivable to be collectible, but we provide reserves, when appropriate, for doubtful accounts and for billing adjustments (such as data reconciliation differences) on a specific identification basis. | |
Property and Equipment | ' |
d. Property and Equipment - Property and equipment is carried at cost and includes expenditures that increase value or extend useful lives. We recognize depreciation using the straight-line method over useful lives of three to seven years for computer software and hardware and four to seven years for furniture and other office equipment. Leasehold improvements are depreciated over the shorter of the estimated life of the asset or the life of the lease, which ranges from two to fifteen years. Depreciation expense for the years ended December 31, 2013, 2012, and 2011 was $40.1 million, $39.1 million, and $36.6 million, respectively, including amortization of assets recorded under capital leases. | |
Net computer software at December 31, 2013 and 2012 was $99.1 million and $103.7 million, respectively. Depreciation expense related to computer software for the years ended December 31, 2013, 2012, and 2011 was $26.5 million, $24.9 million, and $21.4 million, respectively. | |
Other Assets | ' |
e. Other Assets - Other assets consist primarily of cash convertible notes hedges, long-term investments, long-term customer incentives, and deferred loan costs net of accumulated amortization. | |
Intangible Assets | ' |
f. Intangible Assets - Intangible assets subject to amortization include customer contracts, acquired technology, patents, distributor and provider networks, a perpetual license, and other intangible assets which we amortize on a straight-line basis over estimated useful lives ranging from two to 25 years. We assess the potential impairment of intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying values may not be recoverable. | |
Intangible assets not subject to amortization at December 31, 2013 and 2012 consist of a trade name of $29.0 million. We review intangible assets not subject to amortization on an annual basis or more frequently whenever events or circumstances indicate that the assets might be impaired. See Note 4 for further information on intangible assets. | |
Goodwill | ' |
g. Goodwill - We recognize goodwill for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses that we acquire. | |
We review goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis (during the fourth quarter of our fiscal year) or more frequently whenever events or circumstances indicate that the carrying value may not be recoverable. We allocate goodwill to reporting units based on the reporting unit expected to benefit from the combination. | |
We estimate the fair value of each reporting unit using a combination of a discounted cash flow model and a market-based approach, and we reconcile the aggregate fair value of our reporting units to our consolidated market capitalization. | |
Contract Billings in Excess of Earned Revenue | ' |
h. Contract Billings in Excess of Earned Revenue - Contract billings in excess of earned revenue primarily represent performance-based fees subject to refund that we have not recognized as revenues because either (1) data from the customer is insufficient or incomplete to measure performance; or (2) interim performance measures indicate that we are not currently meeting performance targets. | |
Income Taxes | ' |
i. Income Taxes - We file a consolidated federal income tax return that includes all of our domestic wholly owned subsidiaries. Generally accepted accounting principles in the United States ("U.S. GAAP") generally require that we record deferred income taxes for the tax effect of differences between the book and tax bases of our assets and liabilities. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. | |
Revenue Recognition | ' |
j. Revenue Recognition - Our fees are generally billed on a per member per month ("PMPM") basis or upon member participation. For PMPM fees, we generally determine our contract fees by multiplying the contractually negotiated PMPM rate by the number of members covered by our services during the month. We typically set PMPM rates during contract negotiations with customers based on the value we expect our programs to create and a sharing of that value between the customer and the Company. In addition, some of our services, such as the Healthways SilverSneakers® fitness solution, include fees that are based upon member participation. | |
Our contracts with health plans and integrated healthcare systems generally range from three to five years with a number of comprehensive strategic agreements extending to ten years in length. Contracts with self-insured employers typically have two to four-year terms. Some of our contracts allow the customer to terminate early. | |
Some of our contracts place a portion of our fees at risk based on achieving certain performance metrics, cost savings, and/or clinical outcomes improvements ("performance-based"). Approximately 4% of revenues recorded during the year ended December 31, 2013 were performance-based of which 3% were subject to final reconciliation as of December 31, 2013. | |
We recognize revenue as follows: (1) we recognize the fixed portion of PMPM fees and fees for service as revenue during the period we perform our services; and (2) we recognize performance-based revenue based on the most recent assessment of our performance, which represents the amount that the customer would legally be obligated to pay if the contract were terminated as of the latest balance sheet date. | |
We generally bill our customers each month for the entire amount of the fees contractually due for the prior month's enrollment, which typically includes the amount, if any, that is performance-based and may be subject to refund should we not meet performance targets. Fees for participation are typically billed in the month after the services are provided. Deferred revenues arise from contracts that permit upfront billing and collection of fees covering the entire contractual service period, generally 12 months. A limited number of our contracts provide for certain performance-based fees that cannot be billed until after they are reconciled with the customer. | |
We generally assess our level of performance for our contracts based on medical claims and other data that the customer is contractually required to supply, interim assessments of achievement against performance targets, or metrics available from our operating platforms. A minimum of four to nine months' data is typically required for us to measure performance. In assessing our performance, we may include estimates such as medical claims incurred but not reported. In addition, we may also provide contractual allowances for billing adjustments (such as data reconciliation differences) as appropriate. | |
If data is insufficient or incomplete to measure performance, or interim performance measures indicate that we are not meeting performance targets, we do not recognize performance-based fees subject to refund as revenues but instead record them in a current liability account entitled "contract billings in excess of earned revenue." Only in the event we do not meet performance levels by the end of the measurement period, typically one year, are we contractually obligated to refund some or all of the performance-based fees. We would only reverse revenues that we had already recognized if performance to date in the measurement period, previously above targeted levels, subsequently dropped below targeted levels. Historically, any such adjustments have been immaterial to our financial condition and results of operations. | |
During the settlement process under a contract, which generally occurs six to eight months after the end of a contract year, we settle any performance-based fees and reconcile healthcare claims and clinical data. As of December 31, 2013, cumulative performance-based revenues that have not yet been settled with our customers but that have been recognized in the current and prior years totaled approximately $24.2 million, all of which were based on actual data. Data reconciliation differences, for which we provide contractual allowances until we reach agreement with respect to identified issues, can arise between the customer and us due to customer data deficiencies, omissions, and/or data discrepancies. | |
Performance-related adjustments (including any amounts recorded as revenue that were ultimately refunded), changes in estimates, or data reconciliation differences may cause us to recognize or reverse revenue in a current fiscal year that pertains to services provided during a prior fiscal year. During 2013, 2012 and 2011, we recognized a net increase in revenue of $8.2 million, $9.2 million, and $2.9 million, respectively, that related to services provided prior to each respective year. | |
Earnings (Loss) Per Share | ' |
k. Earnings (Loss) Per Share – We calculate basic earnings (loss) per share using weighted average common shares outstanding during the period. We calculate diluted earnings (loss) per share using weighted average common shares outstanding during the period plus the effect of all dilutive potential common shares outstanding during the period unless the impact would be anti-dilutive. See Note 14 for a reconciliation of basic and diluted earnings (loss) per share. | |
Share-Based Compensation | ' |
l. Share-Based Compensation – We recognize all share-based payments to employees, including grants of employee stock options, in the consolidated statements of operations over the required vesting period based on estimated fair values at the date of grant. See Note 13 for further information on share-based compensation. | |
Derivative Instruments and Hedging Activities | ' |
m. Derivative Instruments and Hedging Activities – We use derivative instruments to manage risks related to interest rate swap agreements, foreign currencies, and the cash convertible senior notes (as discussed in Note 6). We account for derivatives in accordance with Financial Accounting Standards Board Standards Board ("FASB")  Accounting Standards Codification ("ASC") Topic 815, which establishes accounting and reporting standards requiring that certain derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. Additionally, changes in the derivative's fair value will be recognized currently in earnings unless specific hedge accounting criteria are met. As permitted under our master netting arrangements, the fair value amounts of our interest rate swaps and foreign currency options and/or forward contracts are presented on a net basis by counterparty in the consolidated balance sheets. See Note 7 for further information on derivative instruments and hedging activities. | |
Management Estimates | ' |
n. Management Estimates – In preparing our consolidated financial statements in conformity with U.S. GAAP, management must make estimates and assumptions that affect: (1) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements; and (2) the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Goodwill [Abstract] | ' | ||||
Change in carrying amount of goodwill | ' | ||||
The change in carrying amount of goodwill during the years ended December 31, 2011, 2012, and 2013 is shown below: | |||||
(In thousands) | |||||
Balance, December 31, 2010 | $ | 496,265 | |||
Navvis purchase | 21,527 | ||||
Impairment loss | (182,400 | ) | |||
Balance, December 31, 2011 | 335,392 | ||||
Ascentia purchase | 3,303 | ||||
Balance, December 31, 2012 | 338,695 | ||||
Other adjustments | 105 | ||||
Balance, December 31, 2013 | $ | 338,800 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Intangible Assets [Abstract] | ' | ||||||||||||
Intangible assets subject to amortization | ' | ||||||||||||
Intangible assets subject to amortization at December 31, 2013 consisted of the following: | |||||||||||||
(In thousands) | Gross Carrying | Accumulated | Net | ||||||||||
Amount | Amortization | ||||||||||||
Customer contracts | $ | 59,574 | $ | 51,512 | $ | 8,062 | |||||||
Acquired technology | 29,431 | 25,589 | 3,842 | ||||||||||
Patents | 24,547 | 15,081 | 9,466 | ||||||||||
Distributor and provider networks | 8,709 | 7,190 | 1,519 | ||||||||||
Perpetual license to survey-based data | 30,000 | 3,986 | 26,014 | ||||||||||
Other | 5,077 | 3,867 | 1,210 | ||||||||||
Total | $ | 157,338 | $ | 107,225 | $ | 50,113 | |||||||
Intangible assets subject to amortization at December 31, 2012 consisted of the following: | |||||||||||||
(In thousands) | Gross Carrying | Accumulated | Net | ||||||||||
Amount | Amortization | ||||||||||||
Customer contracts | $ | 59,305 | $ | 44,571 | $ | 14,734 | |||||||
Acquired technology | 29,287 | 24,299 | 4,988 | ||||||||||
Patents | 24,337 | 12,723 | 11,614 | ||||||||||
Distributor and provider networks | 8,709 | 6,669 | 2,040 | ||||||||||
Perpetual license to survey-based data | 29,000 | 2,708 | 26,292 | ||||||||||
Other | 5,097 | 3,586 | 1,511 | ||||||||||
Total | $ | 155,735 | $ | 94,556 | $ | 61,179 | |||||||
Estimated future amortization expense | ' | ||||||||||||
Intangible assets subject to amortization are being amortized over estimated useful lives ranging from two to 25 years. Total amortization expense for the years ended December 31, 2013, 2012, and 2011, was $12.7 million, $12.6 million, and $13.4 million, respectively. The following table summarizes the estimated amortization expense for each of the next five years and thereafter: | |||||||||||||
(In thousands) | |||||||||||||
Year ending December 31, | |||||||||||||
2014 | $ | 11,170 | |||||||||||
2015 | 6,783 | ||||||||||||
2016 | 5,003 | ||||||||||||
2017 | 3,343 | ||||||||||||
2018 | 3,307 | ||||||||||||
2019 and thereafter | 20,507 | ||||||||||||
Total | $ | 50,113 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Taxes [Abstract] | ' | ||||||||||||
Components of income tax expense | ' | ||||||||||||
Income tax expense is comprised of the following: | |||||||||||||
(In thousands) | Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current taxes | |||||||||||||
Federal | $ | (1,311 | ) | $ | (1,271 | ) | $ | 9,388 | |||||
State | 741 | 774 | 2,109 | ||||||||||
Foreign | 1,693 | 1,754 | 1,707 | ||||||||||
Deferred taxes | |||||||||||||
Federal | (5,842 | ) | 4,803 | 2,169 | |||||||||
State | (1,018 | ) | 413 | 438 | |||||||||
Foreign | 101 | 249 | (425 | ) | |||||||||
Total | $ | (5,636 | ) | $ | 6,722 | $ | 15,386 | ||||||
Significant components of net deferred tax liability | ' | ||||||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table sets forth the significant components of our net deferred tax liability as of December 31, 2013 and 2012: | |||||||||||||
(In thousands) | 31-Dec-13 | 31-Dec-12 | |||||||||||
Deferred tax asset: | |||||||||||||
Accruals and reserves | $ | 14,159 | $ | 10,910 | |||||||||
Deferred compensation | 3,933 | 6,597 | |||||||||||
Share-based payments | 10,703 | 12,213 | |||||||||||
Net operating loss carryforwards | 8,303 | 7,914 | |||||||||||
Cash conversion derivative | 3,553 | — | |||||||||||
Other assets and liabilities | 1,486 | 1,533 | |||||||||||
42,137 | 39,167 | ||||||||||||
Valuation allowance | (3,630 | ) | (3,242 | ) | |||||||||
$ | 38,507 | $ | 35,925 | ||||||||||
Deferred tax liability: | |||||||||||||
Property and equipment | $ | (44,740 | ) | $ | (47,317 | ) | |||||||
Intangible assets | (13,418 | ) | (15,700 | ) | |||||||||
Cash convertible notes hedges | (3,553 | ) | — | ||||||||||
Other assets and liabilities | (449 | ) | (122 | ) | |||||||||
(62,160 | ) | (63,139 | ) | ||||||||||
Net deferred tax liability | $ | (23,653 | ) | $ | (27,214 | ) | |||||||
Net current deferred tax asset | $ | 9,667 | $ | 8,839 | |||||||||
Net long-term deferred tax liability | (33,320 | ) | (36,053 | ) | |||||||||
$ | (23,653 | ) | $ | (27,214 | ) | ||||||||
Difference between income tax expense computed using statutory federal income tax rate and effective rate | ' | ||||||||||||
The difference between income tax expense computed using the statutory federal income tax rate and the effective rate is as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
(In thousands) | 2013 | 2012 | 2011 | ||||||||||
Statutory federal income tax | $ | (4,962 | ) | $ | 5,161 | $ | (49,808 | ) | |||||
Non-deductible goodwill impairment expense | — | — | 61,785 | ||||||||||
State income taxes, less federal income tax benefit | (669 | ) | 453 | 1,520 | |||||||||
Permanent items | 634 | 389 | 434 | ||||||||||
Change in valuation allowance | 388 | 285 | 972 | ||||||||||
Prior year tax adjustments | 140 | 263 | 150 | ||||||||||
Uncertain tax position reversal | (1,137 | ) | — | — | |||||||||
Other | (30 | ) | 171 | 333 | |||||||||
Income tax expense (benefit) | $ | (5,636 | ) | $ | 6,722 | $ | 15,386 | ||||||
Changes in unrecognized tax benefits | ' | ||||||||||||
The aggregate changes in the balance of unrecognized tax benefits, exclusive of interest, were as follows: | |||||||||||||
(In thousands) | |||||||||||||
Unrecognized tax benefits at December 31, 2011 | $ | 1,392 | |||||||||||
Decreases based upon tax positions related to prior years | (44 | ) | |||||||||||
Unrecognized tax benefits at December 31, 2012 | $ | 1,348 | |||||||||||
Decreases based upon a lapse of the applicable statute of limitations | (1,060 | ) | |||||||||||
Unrecognized tax benefits at December 31, 2013 | $ | 288 |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Long-Term Debt [Abstract] | ' | ||||
Minimum annual principal payments and repayments of the revolving advances | ' | ||||
 The following table summarizes the minimum annual principal payments and repayments of the revolving advances under the Fifth Amended Credit Agreement, the Cash Convertible Notes, and the CareFirst Convertible Note for each of the next five years and thereafter: | |||||
(In thousands) | |||||
Year ending December 31, | |||||
2014 | $ | 12,500 | |||
2015 | 17,500 | ||||
2016 | 20,000 | ||||
2017 | 63,625 | ||||
2018 | 150,000 | ||||
2019 and thereafter | 20,000 | ||||
Total | $ | 283,625 |
Derivative_Investments_and_Hed1
Derivative Investments and Hedging Activities (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Derivative Investments and Hedging Activities [Abstract] | ' | ||||||||||||||||||||
Effect of cash flow hedges on consolidated balance sheets | ' | ||||||||||||||||||||
The following table shows the effect of our cash flow hedges on the consolidated balance sheets during the twelve months ended December 31, 2013 and 2012: | |||||||||||||||||||||
(In thousands) | For the Twelve Months Ended | ||||||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | 31-Dec-13 | 31-Dec-12 | |||||||||||||||||||
(Gain) loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect | $ | (332 | ) | $ | 2,029 | ||||||||||||||||
Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect | $ | (1,916 | ) | $ | (3,302 | ) | |||||||||||||||
Gains and Losses on Cash Convertible Notes Hedges and Cash Conversion Derivative | ' | ||||||||||||||||||||
The gains and losses resulting from changes in the fair values of the Cash Conversion Derivative and the Cash Convertible Notes Hedges are reported in the consolidated statements of comprehensive income (loss) as follows: | |||||||||||||||||||||
Twelve Months Ended | |||||||||||||||||||||
(In thousands) | 31-Dec-13 | 31-Dec-12 | Statements of Comprehensive Income (Loss) Classification | ||||||||||||||||||
Cash Convertible Notes Hedges: | Â Â Â Â | ||||||||||||||||||||
Net unrealized loss | $ | (8,984 | ) | $ | — | Selling, general and administrative expense | |||||||||||||||
Cash Conversion Derivative: | Â Â Â Â Â | ||||||||||||||||||||
Net unrealized gain | $ | 8,984 | $ | — | Selling, general and administrative expense | ||||||||||||||||
Fair values of derivative instruments | ' | ||||||||||||||||||||
The estimated gross fair values of derivative instruments at December 31, 2013 and December 31, 2012, excluding the impact of netting derivative assets and liabilities when a legally enforceable master netting agreement exists, were as follows: | |||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||
(In thousands) | Foreign currency exchange contracts | Interest rate swap agreements | Cash Convertible Notes Hedges and Cash Conversion Derivative | Foreign currency exchange contracts | Interest rate swap agreements | ||||||||||||||||
Assets: | |||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||
Other current assets | $ | 178 | $ | — | $ | — | $ | 73 | $ | — | |||||||||||
Other assets | — | — | 27,766 | — | — | ||||||||||||||||
Total assets | $ | 178 | $ | — | $ | 27,766 | $ | 73 | $ | — | |||||||||||
Liabilities: | |||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||
Accrued liabilities | $ | 67 | $ | — | $ | — | $ | 255 | $ | — | |||||||||||
Other long-term liabilities | — | — | 27,766 | — | — | ||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||
Accrued liabilities | — | — | — | — | 1,742 | ||||||||||||||||
Other long-term liabilities | — | 505 | — | — | 1,221 | ||||||||||||||||
Total liabilities | $ | 67 | $ | 505 | $ | 27,766 | $ | 255 | $ | 2,963 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis | ' | ||||||||||||||||||||
The following tables present our assets and liabilities measured at fair value on a recurring basis at December 31, 2013 and December 31, 2012: | |||||||||||||||||||||
(In thousands) | Level 2 | Level 3 | Gross Fair | Netting (1) | Net Fair | ||||||||||||||||
31-Dec-13 | Value | Value | |||||||||||||||||||
Assets: | |||||||||||||||||||||
Foreign currency exchange contracts | $ | 178 | $ | — | $ | 178 | $ | (57 | ) | $ | 121 | ||||||||||
Cash Convertible Notes Hedges | — | 27,766 | 27,766 | — | 27,766 | ||||||||||||||||
Liabilities: | |||||||||||||||||||||
Foreign currency exchange contracts | $ | 67 | $ | — | $ | 67 | $ | (57 | ) | $ | 10 | ||||||||||
Interest rate swap agreements | 505 | — | 505 | — | 505 | ||||||||||||||||
Cash Conversion Derivative | — | 27,766 | 27,766 | — | 27,766 | ||||||||||||||||
(In thousands) | Level 2 | Level 3 | Gross Fair | Netting (1) | Net Fair | ||||||||||||||||
31-Dec-12 | Value | Value | |||||||||||||||||||
Assets: | |||||||||||||||||||||
Foreign currency exchange contracts | $ | 73 | $ | — | $ | 73 | $ | (73 | ) | $ | — | ||||||||||
Liabilities: | |||||||||||||||||||||
Foreign currency exchange contracts | $ | 255 | $ | — | $ | 255 | $ | (73 | ) | $ | 182 | ||||||||||
Interest rate swap agreements | 2,963 | — | 2,963 | — | 2,963 | ||||||||||||||||
(1) This column reflects the impact of netting derivative assets and liabilities by counterparty when a legally enforceable master netting agreement exists. | |||||||||||||||||||||
Level 3 Financial Instruments [Table Text Block] | ' | ||||||||||||||||||||
The following table presents our financial instruments measured at fair value on a recurring basis using unobservable inputs (Level 3): | |||||||||||||||||||||
(In thousands) | Balance at December 31, 2012 | Purchases of Level 3 Instruments | Issuances of Level 3 Instruments | Gains/(Losses) included in Earnings | Balance at December 31, 2013 | ||||||||||||||||
Cash Convertible Notes Hedges | $ | — | $ | 36,750 | $ | — | $ | (8,984 | ) | $ | 27,766 | ||||||||||
Cash Conversion Derivative | — | — | (36,750 | ) | 8,984 | (27,766 | ) |
Restructuring_and_Related_Char1
Restructuring and Related Charges and Impairment Loss (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Restructuring and Related Charges and Impairment Loss [Abstract] | ' | ||||||||||||||||||
Change in accrued restructuring and related charges | ' | ||||||||||||||||||
The change in accrued restructuring and related charges related to the 2012 Restructuring, 2011 Restructuring, and 2010 Restructuring activities described above during the year ended December 31, 2013 were as follows: | |||||||||||||||||||
(In thousands) | 2012 | 2011 | 2010 | Total | |||||||||||||||
Restructuring | Restructuring(1) | Restructuring(2) | |||||||||||||||||
Accrued restructuring and related charges at December 31, 2010 | $ | — | $ | — | $ | 7,607 | $ | 7,607 | |||||||||||
Additions | — | 8,430 | — | 8,430 | |||||||||||||||
Payments | — | (4 | ) | (5,124 | ) | (5,128 | ) | ||||||||||||
Adjustments | — | — | (900 | ) | (3) | (900 | ) | ||||||||||||
Accrued restructuring and related charges at December 31, 2011 | $ | — | $ | 8,426 | $ | 1,583 | 10,009 | ||||||||||||
Additions | 1,773 | — | — | 1,773 | |||||||||||||||
Payments | — | (7,368 | ) | (822 | ) | (8,190 | ) | ||||||||||||
Adjustments | — | (504 | ) | (4) | (132 | ) | (3) | (636 | ) | ||||||||||
Accrued restructuring and related charges at December 31, 2012 | $ | 1,773 | $ | 554 | $ | 629 | 2,956 | ||||||||||||
Additions | — | — | — | — | |||||||||||||||
Payments | (1,700 | ) | (366 | ) | (629 | ) | (2,695 | ) | |||||||||||
Adjustments | (73 | ) | (29 | ) | — | (102 | ) | ||||||||||||
Accrued restructuring and related charges at December 31, 2013 | $ | — | $ | 159 | $ | — | 159 | ||||||||||||
(1) Excludes non-cash charges of approximately $0.6 million, which primarily consisted of share-based compensation costs. | |||||||||||||||||||
(2) Excludes non-cash charges of approximately $1.8 million, which primarily consisted of share-based compensation costs. | |||||||||||||||||||
(3)Â Adjustments resulted primarily from a favorable adjustment to lease termination costs due to a sublease of certain unused office space. | |||||||||||||||||||
(4)Â Adjustments resulted primarily from actual employee tax and benefit amounts differing from previous estimates. | |||||||||||||||||||
Leases_Tables
Leases (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Leases [Abstract] | ' | ||||||||
Summary of future minimum lease payments under all capital leases and non-cancelable operating leases | ' | ||||||||
The following table summarizes our future minimum lease payments under all capital leases and non-cancelable operating leases for each of the next five years and thereafter: | |||||||||
(In thousands) | Capital | Operating | |||||||
Year ending December 31, | Leases | Leases | |||||||
2014 | $ | 1,199 | $ | 13,198 | |||||
2015 | 66 | 11,781 | |||||||
2016 | — | 10,764 | |||||||
2017 | — | 10,198 | |||||||
2018 | — | 10,707 | |||||||
2019 and thereafter | — | 33,262 | |||||||
Total minimum lease payments | $ | 1,265 | $ | 89,910 | |||||
Less amount representing interest | (34 | ) | |||||||
Present value of minimum lease payments | 1,231 | ||||||||
Less current portion | (1,166 | ) | |||||||
$ | 65 |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Share-Based Compensation [Abstract] | ' | ||||||||||||||||
Allocated share-based compensation costs | ' | ||||||||||||||||
Following are certain amounts recognized in the consolidated statements of operations for share-based compensation arrangements for the years ended December 31, 2013, 2012, and 2011. We did not capitalize any share-based compensation costs during these periods. | |||||||||||||||||
Year Ended | |||||||||||||||||
December 31, | December 31, | December 31, | |||||||||||||||
(In millions) | 2013 | 2012 | 2011 | ||||||||||||||
Total share-based compensation | $ | 7.1 | $ | 6.4 | $ | 9.2 | |||||||||||
Share-based compensation included in cost of services | 2.9 | 3 | 4.1 | ||||||||||||||
Share-based compensation included in selling, general and administrative expenses | 4.2 | 3.4 | 4.5 | ||||||||||||||
Share-based compensation included in restructuring and related charges | — | — | 0.6 | ||||||||||||||
Total income tax benefit recognized | 2.8 | 2.5 | 3.6 | ||||||||||||||
Weighted average grant-date fair values of options and the weighted average assumptions used | ' | ||||||||||||||||
The following table sets forth the weighted average grant-date fair values of options and the weighted average assumptions we used to develop the fair value estimates under each of the option valuation models for the years ended December 31, 2013, 2012 and 2011: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Weighted average grant-date fair value of options per share | $ | 7.29 | $ | 4.01 | $ | 5.94 | |||||||||||
Assumptions: | |||||||||||||||||
Expected volatility | 53.8 | % | 54.4 | % | 53 | % | |||||||||||
Expected dividends | — | — | — | ||||||||||||||
Expected term (in years) | 5.1 | 5.1 | 5.6 | ||||||||||||||
Risk-free rate | 1.9 | % | 2 | % | 2.4 | % | |||||||||||
Summary of option activity | ' | ||||||||||||||||
A summary of option activity as of December 31, 2013 and the changes during the year then ended is presented below: | |||||||||||||||||
Options | Shares (thousands) | Weighted | Weighted Average | Aggregate Intrinsic Value (thousands) | |||||||||||||
Average Exercise | Remaining Contractual Term | ||||||||||||||||
Price Per Share | |||||||||||||||||
Outstanding at January 1, 2013 | 4,689 | $ | 15.65 | ||||||||||||||
Granted | 1,085 | 13.26 | |||||||||||||||
Exercised | (1,077 | ) | 14.25 | ||||||||||||||
Forfeited | (163 | ) | 11.34 | ||||||||||||||
Expired | (209 | ) | 25.5 | ||||||||||||||
Outstanding at December 31, 2013 | 4,325 | $ | 15.09 | 6.4 | $ | 13,182 | |||||||||||
Exercisable at December 31, 2013 | 2,032 | $ | 19.21 | 4.3 | $ | 3,992 | |||||||||||
Summary of nonvested shares | ' | ||||||||||||||||
The following table sets forth a summary of our nonvested shares as of December 31, 2013 as well as activity during the year then ended. The total grant-date fair value of shares vested during the years ended December 31, 2013, 2012 and 2011 was $3.1 million, $3.6 million, and $7.4 million, respectively. | |||||||||||||||||
Nonvested Shares | Shares (thousands) | Weighted Average Grant Date Fair Value Per Share | |||||||||||||||
Nonvested at January 1, 2013 | 1,013 | $ | 9.93 | ||||||||||||||
Granted | 186 | 13.12 | |||||||||||||||
Vested | (293 | ) | 10.43 | ||||||||||||||
Forfeited | (65 | ) | 10.15 | ||||||||||||||
Nonvested at December 31, 2013 | 841 | $ | 10.44 |
Earnings_Loss_Per_Share_Tables
Earnings (Loss) Per Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings (Loss) Per Share [Abstract] | ' | ||||||||||||
Reconciliation of the numerator and denominator of basic and diluted earnings (loss) per share | ' | ||||||||||||
The following is a reconciliation of the numerator and denominator of basic and diluted earnings (loss) per share for the years ended December 31, 2013, 2012, and 2011: | |||||||||||||
(In thousands except per share data) | Year Ended December 31, | ||||||||||||
Numerator: | 2013 | 2012 | 2011 | ||||||||||
Net income (loss) | $ | (8,541 | ) | $ | 8,024 | $ | (157,693 | ) | |||||
Denominator: | |||||||||||||
Shares used for basic earnings (loss) per share | 34,489 | 33,597 | 33,677 | ||||||||||
Effect of dilutive stock options and restricted stock units outstanding: | |||||||||||||
Non-qualified stock options (1) | — | 37 | — | ||||||||||
Restricted stock units (1) | — | 202 | — | ||||||||||
Shares used for diluted earnings (loss) per share (1) | 34,489 | 33,836 | 33,677 | ||||||||||
Earnings per share: | |||||||||||||
Basic | $ | (0.25 | ) | $ | 0.24 | $ | (4.68 | ) | |||||
Diluted (1) | $ | (0.25 | ) | $ | 0.24 | $ | (4.68 | ) | |||||
Dilutive securities outstanding not included in the computation of earnings per share because their effect is anti-dilutive: | |||||||||||||
Non-qualified stock options | 3,234 | 4,926 | 4,845 | ||||||||||
Restricted stock units | 334 | 193 | 469 | ||||||||||
Warrants related to Cash Convertible Notes | 7,707 | — | — | ||||||||||
CareFirst Convertible Note | 892 | — | — | ||||||||||
(1) The assumed exercise of stock-based compensation awards for the years ended December 31, 2013 and December 31, 2011 was not considered because the impact would be anti-dilutive. |
Accumulated_OCI_Tables
Accumulated OCI (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accumulated OCI [Abstract] | ' | ||||||||||||
Schedule of changes in accumulated other comprehensive income (AOCI) | ' | ||||||||||||
The following tables summarize the changes in accumulated OCI, net of tax, for the twelve months ended December 31, 2013 and 2012: | |||||||||||||
 (In thousands) | Net Change in Fair Value of Interest Rate Swaps | Foreign Currency Translation Adjustments | Total | ||||||||||
Accumulated OCI, net of tax, as of January 1, 2013 | $ | (1,790 | ) | $ | 861 | $ | (929 | ) | |||||
Other comprehensive income (loss) before reclassifications, net of tax | 189 | (755 | ) | (566 | ) | ||||||||
Amounts reclassified from accumulated OCI, net of tax | 1,088 | — | 1,088 | ||||||||||
Net increase (decrease) in other comprehensive income (loss), net of tax | 1,277 | (755 | ) | 522 | |||||||||
Accumulated OCI, net of tax, as of December 31, 2013 | $ | (513 | ) | $ | 106 | $ | (407 | ) | |||||
 (In thousands) | Net Change in Fair Value of Interest Rate Swaps | Foreign Currency Translation Adjustments | Total | ||||||||||
Accumulated OCI, net of tax, as of January 1, 2012 | $ | (2,570 | ) | $ | 781 | $ | (1,789 | ) | |||||
Other comprehensive income (loss) before reclassifications, net of tax | (1,244 | ) | 80 | (1,164 | ) | ||||||||
Amounts reclassified from accumulated OCI, net of tax | 2,024 | — | 2,024 | ||||||||||
Net increase in other comprehensive income (loss), net of tax | 780 | 80 | 860 | ||||||||||
Accumulated OCI, net of tax, as of December 31, 2012 | $ | (1,790 | ) | $ | 861 | $ | (929 | ) | |||||
     | |||||||||||||
Reclassification out of Accumulated Other Comprehensive Income | ' | ||||||||||||
The following table provides details about reclassifications out of accumulated OCI for the twelve months ended December 31, 2013: | |||||||||||||
Twelve Months Ended December 31, | Statement of Comprehensive Income | ||||||||||||
 (In thousands) | 2013 | 2012 | (Loss) Classification | ||||||||||
Interest rate swaps | $ | 1,916 | $ | 3,302 | Interest expense | ||||||||
(828 | ) | (1,278 | ) | Income tax benefit | |||||||||
$ | 1,088 | $ | 2,024 | Net of tax | |||||||||
See Note 7 for further discussion of our interest rate swaps. |
Quarterly_Financial_Informatio1
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information (unaudited) [Abstract] | ' | ||||||||||||||||
Schedule of quarterly financial information | ' | ||||||||||||||||
(In thousands, except per share data) | |||||||||||||||||
Year Ended | First | Second | Third | Fourth | |||||||||||||
31-Dec-13 | |||||||||||||||||
-1 | -1 | -2 | (1)Â (2) | ||||||||||||||
Revenues | $ | 165,165 | $ | 162,270 | $ | 166,615 | $ | 169,235 | |||||||||
Gross margin | $ | 15,083 | $ | 19,916 | $ | 26,391 | $ | 18,326 | |||||||||
Income (loss) before income taxes | $ | (6,044 | ) | $ | (1,650 | ) | $ | 1,108 | $ | (7,591 | ) | ||||||
Net income (loss) | $ | (3,949 | ) | $ | (1,101 | ) | $ | 1,799 | $ | (5,290 | ) | ||||||
Basic earnings (loss) per share (3) | $ | (0.12 | ) | $ | (0.03 | ) | $ | 0.05 | $ | (0.15 | ) | ||||||
Diluted earnings (loss) per share (3) | $ | (0.12 | ) | $ | (0.03 | ) | $ | 0.05 | $ | (0.15 | ) | ||||||
Year Ended | First | Second | Third | Fourth | |||||||||||||
31-Dec-12 | |||||||||||||||||
-1 | -4 | ||||||||||||||||
Revenues | $ | 165,218 | $ | 170,214 | $ | 166,559 | $ | 175,180 | |||||||||
Gross margin | $ | 16,300 | $ | 32,061 | $ | 30,619 | $ | 28,217 | |||||||||
Income (loss) before income taxes | $ | (4,116 | ) | $ | 8,732 | $ | 8,542 | $ | 1,587 | ||||||||
Net income (loss) | $ | (2,665 | ) | $ | 5,057 | $ | 5,028 | $ | 604 | ||||||||
Basic earnings (loss) per share (3) | $ | (0.08 | ) | $ | 0.15 | $ | 0.15 | $ | 0.02 | ||||||||
Diluted earnings (loss) per share (3) | $ | (0.08 | ) | $ | 0.15 | $ | 0.15 | $ | 0.02 | ||||||||
(1) The assumed exercise of stock-based compensation awards for this period was not considered in the calculation of diluted earnings (loss) per share because the impact would have been anti-dilutive. | |||||||||||||||||
(2) Includes charges related to non-cash interest associated with amortization of a debt discount of $1.5 million and $1.6 million for the third and fourth quarter, respectively. | |||||||||||||||||
(3) We calculated earnings per share for each of the quarters based on the weighted average number of shares and dilutive securities outstanding for each period.  Accordingly, the sum of the quarters may not necessarily be equal to the full year income per share. | |||||||||||||||||
(4) Includes charges related to one-time termination benefits associated with capacity realignment of $1.8 million. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Summary of Significant Accounting Policies [Abstract] | ' | ' | ' |
Number of states in which customers are located | 50 | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, net | $158,198,000 | $156,494,000 | ' |
Depreciation | 40,100,000 | 39,100,000 | 36,600,000 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Intangible assets not subject to amortization | 29,000,000 | 29,000,000 | 29,000,000 |
Revenue Recognition [Abstract] | ' | ' | ' |
Percentage of performance based revenues (in hundredths) | 4.00% | ' | ' |
Percentage of performance based revenues subject to final reconciliation (in hundredths) | 3.00% | ' | ' |
Cumulative performance-based revenues not settled yet but recognized | 24,200,000 | ' | ' |
Net increase in revenue relating to services provided in prior periods | 8,200,000 | 9,200,000 | 2,900,000 |
Minimum [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Estimated useful life | '2 years | ' | ' |
Maximum [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Estimated useful life | '25 years | ' | ' |
Computer Software and Hardware [Member] | Minimum [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '3 years | ' | ' |
Computer Software and Hardware [Member] | Maximum [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '7 years | ' | ' |
Furniture and Other Office Equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '4 years | ' | ' |
Furniture and Other Office Equipment [Member] | Maximum [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '7 years | ' | ' |
Leasehold Improvements [Member] | Minimum [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '2 years | ' | ' |
Leasehold Improvements [Member] | Maximum [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '15 years | ' | ' |
Computer Software [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, net | 99,100,000 | 103,700,000 | ' |
Depreciation | $26,500,000 | $24,900,000 | $21,400,000 |
Goodwill_Details
Goodwill (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Goodwill [Roll Forward] | ' | ' | ' |
Balance, beginning of period | $338,695,000 | $335,392,000 | $496,265,000 |
Navvis purchase | ' | ' | 21,527,000 |
Impairment loss | ' | ' | -182,400,000 |
Ascentia purchase | ' | 3,303,000 | ' |
Goodwill, Other Changes | 105,000 | ' | ' |
Balance, end of period | 338,800,000 | 338,695,000 | 335,392,000 |
Business Acquisition [Line Items] | ' | ' | ' |
Goodwill, Gross | ' | 521,100,000 | ' |
Goodwill, Impaired, Accumulated Impairment Loss | ' | 182,400,000 | ' |
Navvis & Company [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Cash payment for the acquisition | ' | ' | 23,700,000 |
Unregistered shares of common stock issued (in shares) | ' | ' | 432,902 |
Value of common stock issued | ' | ' | 3,300,000 |
Ascentia [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Cash payment for the acquisition | ' | 5,500,000 | ' |
Unregistered shares of common stock issued (in shares) | ' | 14,409 | ' |
Value of common stock issued | ' | $100,000 | ' |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross Carrying Amount | $157,338,000 | $155,735,000 | ' |
Accumulated Amortization | 107,225,000 | 94,556,000 | ' |
Total | 50,113,000 | 61,179,000 | ' |
Amortization expense | 12,700,000 | 12,600,000 | 13,400,000 |
Estimated future amortization expense [Abstract] | ' | ' | ' |
2014 | 11,170,000 | ' | ' |
2015 | 6,783,000 | ' | ' |
2016 | 5,003,000 | ' | ' |
2017 | 3,343,000 | ' | ' |
2018 | 3,307,000 | ' | ' |
2019 and thereafter | 20,507,000 | ' | ' |
Total | 50,113,000 | 61,179,000 | ' |
Intangible assets not subject to amortization | 29,000,000 | 29,000,000 | 29,000,000 |
Indefinite-lived intangible asset impairment loss | ' | ' | 900,000 |
Minimum [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Estimated useful life | '2 years | ' | ' |
Maximum [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Estimated useful life | '25 years | ' | ' |
Customer Contracts [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross Carrying Amount | 59,574,000 | 59,305,000 | ' |
Accumulated Amortization | 51,512,000 | 44,571,000 | ' |
Total | 8,062,000 | 14,734,000 | ' |
Estimated future amortization expense [Abstract] | ' | ' | ' |
Total | 8,062,000 | 14,734,000 | ' |
Acquired Technology [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross Carrying Amount | 29,431,000 | 29,287,000 | ' |
Accumulated Amortization | 25,589,000 | 24,299,000 | ' |
Total | 3,842,000 | 4,988,000 | ' |
Estimated future amortization expense [Abstract] | ' | ' | ' |
Total | 3,842,000 | 4,988,000 | ' |
Patents [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross Carrying Amount | 24,547,000 | 24,337,000 | ' |
Accumulated Amortization | 15,081,000 | 12,723,000 | ' |
Total | 9,466,000 | 11,614,000 | ' |
Estimated future amortization expense [Abstract] | ' | ' | ' |
Total | 9,466,000 | 11,614,000 | ' |
Distributor and Provider Networks [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross Carrying Amount | 8,709,000 | 8,709,000 | ' |
Accumulated Amortization | 7,190,000 | 6,669,000 | ' |
Total | 1,519,000 | 2,040,000 | ' |
Estimated future amortization expense [Abstract] | ' | ' | ' |
Total | 1,519,000 | 2,040,000 | ' |
Perpetual License to Survey-Based Data [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross Carrying Amount | 30,000,000 | 29,000,000 | ' |
Accumulated Amortization | 3,986,000 | 2,708,000 | ' |
Total | 26,014,000 | 26,292,000 | ' |
Estimated future amortization expense [Abstract] | ' | ' | ' |
Total | 26,014,000 | 26,292,000 | ' |
Other [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Gross Carrying Amount | 5,077,000 | 5,097,000 | ' |
Accumulated Amortization | 3,867,000 | 3,586,000 | ' |
Total | 1,210,000 | 1,511,000 | ' |
Estimated future amortization expense [Abstract] | ' | ' | ' |
Total | $1,210,000 | $1,511,000 | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Current taxes [Abstract] | ' | ' | ' |
Federal | ($1,311,000) | ($1,271,000) | $9,388,000 |
State | 741,000 | 774,000 | 2,109,000 |
Foreign | 1,693,000 | 1,754,000 | 1,707,000 |
Deferred taxes [Abstract] | ' | ' | ' |
Federal | -5,842,000 | 4,803,000 | 2,169,000 |
State | -1,018,000 | 413,000 | 438,000 |
Foreign | 101,000 | 249,000 | -425,000 |
Income tax expense | -5,636,000 | 6,722,000 | 15,386,000 |
Deferred tax asset [Abstract] | ' | ' | ' |
Deferred Tax Asset on Cash Conversion Derivative | 3,553,000 | 0 | ' |
Accruals and reserves | 14,159,000 | 10,910,000 | ' |
Deferred compensation | 3,933,000 | 6,597,000 | ' |
Share-based payments | 10,703,000 | 12,213,000 | ' |
Net operating loss carryforwards | 8,303,000 | 7,914,000 | ' |
Other assets and liabilities | 1,486,000 | 1,533,000 | ' |
Deferred tax assets, Gross | 42,137,000 | 39,167,000 | ' |
Valuation allowance | -3,630,000 | -3,242,000 | ' |
Total | 38,507,000 | 35,925,000 | ' |
Deferred tax liability [Abstract] | ' | ' | ' |
Property and equipment | -44,740,000 | -47,317,000 | ' |
Intangible assets | -13,418,000 | -15,700,000 | ' |
HWAY Deferred Tax Liability on Cash Convertible Notes Hedges | -3,553,000 | 0 | ' |
Other assets and liabilities | -449,000 | -122,000 | ' |
Total | -62,160,000 | -63,139,000 | ' |
Net deferred tax liability | -23,653,000 | -27,214,000 | ' |
Net current deferred tax asset | 9,667,000 | 8,839,000 | ' |
Net long-term deferred tax liability | -33,320,000 | -36,053,000 | ' |
Tax effect on interest rate swap agreements | 972,000 | 493,000 | 1,109,000 |
Operating Loss Carryforwards [Line Items] | ' | ' | ' |
Operating loss carryforwards, expiration dates | 31-Dec-21 | ' | ' |
Difference between income tax expense computed using statutory federal income tax rate and effective rate [Abstract] | ' | ' | ' |
Statutory federal income tax | -4,962,000 | 5,161,000 | -49,808,000 |
Non-deductible goodwill impairment expense | 0 | 0 | 61,785,000 |
State income taxes, less federal income tax benefit | -669,000 | 453,000 | 1,520,000 |
Uncertain tax position reversal | -1,137,000 | 0 | 0 |
Permanent items | 634,000 | 389,000 | 434,000 |
Change in valuation allowance | 388,000 | 285,000 | 972,000 |
Prior year tax adjustments | 140,000 | 263,000 | 150,000 |
Other | -30,000 | 171,000 | 333,000 |
Income tax expense | -5,636,000 | 6,722,000 | 15,386,000 |
Income Tax Contingency [Line Items] | ' | ' | ' |
Unrecognized tax benefits that affect our effective tax rate | 300,000 | 1,300,000 | ' |
Reduction resulting from lapse of applicable statute of Limitations | 1,100,000 | ' | ' |
Changes in unrecognized tax benefits [Roll Forward] | ' | ' | ' |
Balance, beginning of period | 1,348,000 | 1,392,000 | ' |
Decreases based upon tax positions related to prior years | ' | -44,000 | ' |
Decreases based upon a lapse of the applicable statute of limitations | -1,060,000 | ' | ' |
Balance, end of period | 288,000 | 1,348,000 | 1,392,000 |
Undistributed Earnings of Foreign Subsidiaries | 10,700,000 | ' | ' |
International [Member] | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' |
Operating loss carryforwards | 13,900,000 | ' | ' |
Changes in unrecognized tax benefits [Roll Forward] | ' | ' | ' |
Open tax year | '2010 | ' | ' |
Federal [Member] | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' |
Operating loss carryforwards | 11,000,000 | ' | ' |
Changes in unrecognized tax benefits [Roll Forward] | ' | ' | ' |
Open tax year | '2010 | ' | ' |
State [Member] | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' |
Operating loss carryforwards | $17,700,000 | ' | ' |
Changes in unrecognized tax benefits [Roll Forward] | ' | ' | ' |
Open tax year | '2010 | ' | ' |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 16, 2013 | Jul. 01, 2018 | Jul. 16, 2013 | Dec. 31, 2013 | Oct. 01, 2019 | Oct. 01, 2013 | Dec. 31, 2013 | |
Cash Convertible Notes [Member] | Cash Convertible Notes [Member] | Cash Convertible Notes [Member] | CareFirst Convertible Note [Member] | CareFirst Convertible Note [Member] | CareFirst Convertible Note [Member] | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes, Issuance Date | ' | ' | ' | ' | ' | 16-Jul-13 | ' | ' | 1-Oct-13 | ' |
Date of Registration Rights Agreement | ' | ' | ' | ' | ' | ' | ' | ' | 1-Oct-13 | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | 1-Jul-18 | ' | ' | 1-Oct-19 | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage | 5.66% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discount | $3,140,000 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Ratio | ' | ' | ' | ' | ' | ' | 51.38 | ' | ' | ' |
Debt Instrument, Unamortized Discount | 33,600,000 | ' | ' | ' | ' | 36,750,000 | ' | ' | ' | ' |
Deferred Finance Costs, Gross | ' | ' | ' | 3,939,543 | ' | ' | ' | ' | ' | ' |
Interest Rate for Notes | ' | ' | ' | 1.50% | ' | ' | ' | ' | 4.75% | ' |
Aggregate Principal of convertible notes | ' | ' | ' | 150,000,000 | ' | ' | 150,000,000 | ' | 20,000,000 | 20,000,000 |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | $19.46 | ' | ' | $22.41 | ' |
Payments for Hedge, Financing Activities | 36,750,000 | 0 | 0 | ' | ' | 36,750,000 | ' | ' | ' | ' |
Initial Conversion rate | ' | ' | ' | ' | ' | $19.46 | ' | ' | $22.41 | ' |
Warrants Strike Price | $25.95 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum annual principal payments and repayments of the revolving advances [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | 12,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | 17,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | 63,625,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2018 | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2019 and thereafter | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | 283,625,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price premium percentage | 60.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Shares Initially Sold underlying Cash Convertible Notes Hedges | ' | ' | ' | 7,700,000 | ' | ' | ' | ' | ' | ' |
Debt Instrument, Carrying Amount | ' | ' | ' | ' | ' | ' | 116,400,000 | ' | ' | ' |
Debt Instrument, Unamortized Discount | $33,600,000 | ' | ' | ' | ' | $36,750,000 | ' | ' | ' | ' |
CareFirst Warrant Shares Maximum | ' | ' | ' | ' | ' | ' | ' | ' | 1,600,000 | ' |
CareFirst Warrant Shares for one year period | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' |
LongTerm_Debt_Line_of_Credit_a
Long-Term Debt, Line of Credit and Term Loan (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
LIBOR [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Basis spread on variable rate increased (in hundredths) | '0.0025 |
Fifth Amended Credit Agreement [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Initiation date | 8-Jun-12 |
Maximum borrowing capacity | 200 |
Expiration date | 8-Jun-17 |
Amount outstanding | 110 |
Availability under the revolving credit facility under most restrictive covenant | 38.7 |
Interest rate description | 'Borrowings under the Fifth Amended Credit Agreement generally bear interest at variable rates based on a margin or spread in excess of either (1) the one-month, two-month, three-month or six-month rate (or with the approval of affected lenders, nine-month or twelve-month rate) for Eurodollar deposits ("LIBOR") or (2) the greatest of (a) the SunTrust Bank prime lending rate, (b) the federal funds rate plus 0.50%, and (c) one-month LIBOR plus 1.00% (the "Base Rate"), as selected by the Company. The LIBOR margin varies between 1.75% and 3.00%, and the Base Rate margin varies between 0.75% and 2.00%, depending on our leverage ratio. On February 5, 2013, we entered into a First Amendment to the Fifth Amended Credit Agreement, which included, among other things, a temporary increase in the LIBOR and Base Rate margins of 0.25%. The increased margins are effective through December 31, 2013 and apply only in the event that our total funded debt to EBITDA ratio is greater than or equal to 3.50 to 1.00. |
Commitment fee description | 'The Fifth Amended Credit Agreement also provides for an annual fee ranging between 0.30% and 0.50% of the unused commitments under the revolving credit facility. |
Letters of Credit Sub Facility [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Maximum borrowing capacity | 75 |
Swingline Sub Facility [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Maximum borrowing capacity | 20 |
Term Loan Facility [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Terms of periodic payments | 'We are required to repay outstanding revolving loans under the revolving credit facility on June 8, 2017. We are required to repay term loans in quarterly principal installments aggregating (1) 1.250% of the original aggregate principal amount of the term loans during each of the eight quarters beginning with the quarter ended September 30, 2012, (2) 1.875% of the original aggregate principal amount of the term loans during each of the next four quarters beginning with the quarter ending September 30, 2014, and (3) 2.500% of the original aggregate principal amount of the term loans during each of the remaining quarters prior to maturity on June 8, 2017, at which time the entire unpaid principal balance of the term loans is due and payable. |
Maturity date | 8-Jun-17 |
Uncommitted Incremental Accordion Facility [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Maximum borrowing capacity | 200 |
Derivative_Investments_and_Hed2
Derivative Investments and Hedging Activities (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Derivatives, Fair Value [Line Items] | ' | ' |
Debt Instrument, Unamortized Discount | $33,600,000 | ' |
Lower variable interest rate range (in hundredths) | 0.69% | ' |
Higher variable interest rate range (in hundredths) | 1.48% | ' |
Current notional amount | 145,000,000 | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Liabilities | 27,766,000 | ' |
Reclassification of net losses on interest rate swap agreements from accumulated OCI to interest expense within the next 12 months | 400,000 | ' |
Derivatives in Cash Flow Hedging Relationships [Abstract] | ' | ' |
(Gain) loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect | -332,000 | 2,029,000 |
Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect | -1,916,000 | -3,302,000 |
Selling, General and Administrative Expenses [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Derivative, Gain on Derivative | 8,984,000 | 0 |
Derivative, Loss on Derivative | -8,984,000 | 0 |
Interest Rate Swap Agreements [Member] | Derivatives Designated as Hedging Instruments [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Description of variable rate basis | 'LIBOR (as defined in Note 6) | ' |
Notional amount effective in future | 95,000,000 | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Liabilities | 505,000 | 2,963,000 |
Interest Rate Swap Agreements [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Liabilities | 0 | 1,742,000 |
Interest Rate Swap Agreements [Member] | Derivatives Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Liabilities | 505,000 | 1,221,000 |
Interest Rate Swap Agreements [Member] | Derivatives Designated as Hedging Instruments [Member] | Effective in November 2013 [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Notional amount effective in future | 0 | ' |
Interest Rate Swap Agreements [Member] | Derivatives Designated as Hedging Instruments [Member] | Effective in 2015 [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Notional amount effective in future | 50,000,000 | ' |
Interest Rate Swap Agreements [Member] | Derivatives Not Designated as Hedging Instruments [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Assets | 0 | 0 |
Interest Rate Swap Agreements [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Current Assets [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Assets | 0 | 0 |
Interest Rate Swap Agreements [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Liabilities | 0 | 0 |
Interest Rate Swap Agreements [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Liabilities | 0 | 0 |
Interest Rate Swap Agreements [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Noncurrent Assets [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Assets | 0 | 0 |
Foreign Currency Exchange Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Liabilities | 67,000 | 255,000 |
Foreign Currency Exchange Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Liabilities | 0 | 0 |
Foreign Currency Exchange Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Liabilities | 0 | 0 |
Foreign Currency Exchange Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Assets | 178,000 | 73,000 |
Foreign Currency Exchange Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Current Assets [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Assets | 178,000 | 73,000 |
Foreign Currency Exchange Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Liabilities | 67,000 | 255,000 |
Foreign Currency Exchange Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Liabilities | 0 | 0 |
Foreign Currency Exchange Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Noncurrent Assets [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Assets | 0 | 0 |
Foreign Currency Exchange Contracts [Member] | Forward Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative Asset, Notional Amount | 16,300,000 | ' |
Cash Convertible Notes Hedges and Cash Conversion Derivative [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Assets | 27,766,000 | ' |
Cash Convertible Notes Hedges and Cash Conversion Derivative [Member] | Derivatives Designated as Hedging Instruments [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Liabilities | 27,766,000 | ' |
Cash Convertible Notes Hedges and Cash Conversion Derivative [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Liabilities | 0 | ' |
Cash Convertible Notes Hedges and Cash Conversion Derivative [Member] | Derivatives Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Liabilities | 0 | ' |
Cash Convertible Notes Hedges and Cash Conversion Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Assets | 27,766,000 | ' |
Cash Convertible Notes Hedges and Cash Conversion Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Current Assets [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Assets | 0 | ' |
Cash Convertible Notes Hedges and Cash Conversion Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Liabilities | 0 | ' |
Cash Convertible Notes Hedges and Cash Conversion Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Liabilities | 27,766,000 | ' |
Cash Convertible Notes Hedges and Cash Conversion Derivative [Member] | Note Hedges and Conversions [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Noncurrent Assets [Member] | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' |
Assets | 27,766,000 | ' |
Embedded Derivative Financial Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Debt Instrument, Unamortized Discount | $36,750,000 | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2013 | Jul. 16, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Cash Convertible Notes Hedge [Member] | Fifth Amended Credit Facility [Member] | Cash Convertible Notes [Member] | Cash Conversion Derivative [Member] | CareFirst Convertible Note [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | ||||||
Foreign Exchange Contract [Member] | Foreign Exchange Contract [Member] | Foreign Exchange Contract [Member] | Foreign Exchange Contract [Member] | Foreign Exchange Contract [Member] | Foreign Exchange Contract [Member] | Foreign Exchange Contract [Member] | Foreign Exchange Contract [Member] | Foreign Exchange Contract [Member] | Foreign Exchange Contract [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Interest Rate Swap [Member] | Cash Convertible Notes Hedge [Member] | Cash Convertible Notes Hedge [Member] | Cash Convertible Notes Hedge [Member] | Cash Convertible Notes Hedge [Member] | Cash Convertible Notes Hedge [Member] | Cash Conversion Derivative [Member] | Cash Conversion Derivative [Member] | Cash Conversion Derivative [Member] | Cash Conversion Derivative [Member] | Cash Conversion Derivative [Member] | |||||||||||
Level 2 [Member] | Level 2 [Member] | Level 3 [Member] | Level 3 [Member] | Gross Fair Value [Member] | Gross Fair Value [Member] | Netting [Member] | Netting [Member] | Net Fair Value [Member] | Net Fair Value [Member] | Level 2 [Member] | Level 2 [Member] | Level 3 [Member] | Level 3 [Member] | Gross Fair Value [Member] | Gross Fair Value [Member] | Netting [Member] | Netting [Member] | Net Fair Value [Member] | Net Fair Value [Member] | Level 2 [Member] | Level 3 [Member] | Gross Fair Value [Member] | Netting [Member] | Net Fair Value [Member] | Level 2 [Member] | Level 3 [Member] | Gross Fair Value [Member] | Netting [Member] | Net Fair Value [Member] | |||||||||||
Assets [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets, Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $178,000 | $73,000 | $0 | $0 | $178,000 | $73,000 | ($57,000) | ($73,000) | $121,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $27,766,000 | $27,766,000 | $0 | $27,766,000 | ' | ' | ' | ' | ' |
Liabilities [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities, Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 67,000 | 255,000 | 0 | 0 | 67,000 | 255,000 | -57,000 | -73,000 | 10,000 | 182,000 | 505,000 | 2,963,000 | 0 | 0 | 505,000 | 2,963,000 | 0 | 0 | 505,000 | 2,963,000 | ' | ' | ' | ' | ' | 0 | 27,766,000 | 27,766,000 | 0 | 27,766,000 |
Derivative Liability, Fair Value, Gross Liability | 27,766,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at beginning of period | ' | ' | ' | ' | ' | 0 | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchases into Level 3 | ' | ' | ' | ' | ' | 36,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuances into Level 3 | ' | ' | ' | ' | ' | ' | ' | ' | -36,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gains/ (Losses) included in Earnings | ' | ' | ' | ' | ' | -8,984,000 | ' | ' | 8,984,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at end of period | ' | ' | ' | ' | ' | 27,766,000 | ' | ' | -27,766,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | 2,584,000 | ' | 1,759,000 | 864,000 | 1,064,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Fair Value | ' | ' | ' | ' | ' | ' | 113,100,000 | 148,100,000 | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Carrying Amount | ' | ' | ' | ' | ' | ' | 113,600,000 | 116,400,000 | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate Principal of convertible notes | ' | $150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other_LongTerm_Liabilities_Det
Other Long-Term Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Other Long-Term Liabilities [Abstract] | ' | ' |
Vested amounts under the non-qualified deferred compensation plan | $6.80 | $6.60 |
Current portions of the non-qualified deferred compensation plan | 1 | 4.1 |
Estimated future plan payments under non-qualified deferred compensation plan [Abstract] | ' | ' |
2014 | 1 | ' |
2015 | 0.3 | ' |
2016 | 0.4 | ' |
2017 | 0.3 | ' |
2018 | 0.2 | ' |
Accrued performance cash amount | 0 | 0 |
Accrued performance cash amount, current portion | 0 | 2 |
Estimated future plan payments for performance cash awards [Abstract] | ' | ' |
2014 | $0 | ' |
Restructuring_and_Related_Char2
Restructuring and Related Charges and Impairment Loss (Details) (USD $) | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | |||
Cumulative net cash and non-cash charges | ' | $1,800,000 | ' | |||
Restructuring Reserve [Roll Forward] | ' | ' | ' | |||
Accrued restructuring and related charges, beginning of period | 2,956,000 | 10,009,000 | 7,607,000 | |||
Additions | 0 | 1,773,000 | 8,430,000 | |||
Payments | -2,695,000 | -8,190,000 | -5,128,000 | |||
Adjustments | -102,000 | -636,000 | -900,000 | |||
Accrued restructuring and related charges, end of period | 159,000 | 2,956,000 | 10,009,000 | |||
Non-cash charges primarily consisting of share-based compensation costs | ' | 600,000 | ' | |||
Impairment loss | 0 | 0 | 183,288,000 | |||
Goodwill impairment Loss | ' | ' | 182,400,000 | |||
Intangible asset write-off | ' | ' | 900,000 | |||
2011 Restructuring Plan [Member] | ' | ' | ' | |||
Restructuring Reserve [Roll Forward] | ' | ' | ' | |||
Accrued restructuring and related charges, beginning of period | 554,000 | [1] | 8,426,000 | [1] | 0 | [1] |
Additions | 0 | [1] | 0 | [1] | 8,430,000 | [1] |
Payments | -366,000 | [1] | -7,368,000 | [1] | -4,000 | [1] |
Adjustments | -29,000 | [1] | -504,000 | [1],[2] | 0 | [1] |
Accrued restructuring and related charges, end of period | 159,000 | [1] | 554,000 | [1] | 8,426,000 | [1] |
2010 Restructuring Plan [Member] | ' | ' | ' | |||
Restructuring Reserve [Roll Forward] | ' | ' | ' | |||
Accrued restructuring and related charges, beginning of period | 629,000 | [3] | 1,583,000 | [3] | 7,607,000 | [3] |
Additions | 0 | [3] | 0 | [3] | 0 | [3] |
Payments | -629,000 | [3] | -822,000 | [3] | -5,124,000 | [3] |
Adjustments | 0 | [3] | -132,000 | [3],[4] | -900,000 | [3],[4] |
Accrued restructuring and related charges, end of period | 0 | [3] | 629,000 | [3] | 1,583,000 | [3] |
Non-cash charges primarily consisting of share-based compensation costs | ' | 1,800,000 | ' | |||
2012 Restructuring Plan [Member] | ' | ' | ' | |||
Restructuring Reserve [Roll Forward] | ' | ' | ' | |||
Accrued restructuring and related charges, beginning of period | 1,773,000 | 0 | 0 | |||
Additions | 0 | 1,773,000 | 0 | |||
Payments | -1,700,000 | 0 | 0 | |||
Adjustments | -73,000 | 0 | 0 | |||
Accrued restructuring and related charges, end of period | $0 | $1,773,000 | $0 | |||
[1] | Excludes non-cash charges of approximately $0.6 million, which primarily consisted of share-based compensation costs | |||||
[2] | Adjustments resulted primarily from actual employee tax and benefit amounts differing from previous estimates. | |||||
[3] | Excludes non-cash charges of approximately $1.8 million, which primarily consisted of share-based compensation costs. | |||||
[4] | Adjustments resulted primarily from a favorable adjustment to lease termination costs due to a sublease of certain unused office space. |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Contractual Commitment [Abstract] | ' |
Minimum remaining contractual cash obligations | $42 |
Total minimum payments required under outsourcing agreement over remaining term | 142.2 |
Estimate of remaining payments pursuant to outsourcing agreement | $297.60 |
Leases_Details
Leases (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Operating Leased Assets [Line Items] | ' | ' | ' |
Lease expiration date | 31-Aug-20 | ' | ' |
Operating lease term | '15 years | ' | ' |
Rent expense | $12,900,000 | $12,900,000 | $12,700,000 |
Tenant improvement allowance | 10,300,000 | ' | ' |
Total sublease income | 0 | ' | ' |
Future minimum lease payments under capital leases [Abstract] | ' | ' | ' |
2014 | 1,199,000 | ' | ' |
2015 | 66,000 | ' | ' |
2016 | 0 | ' | ' |
2017 | 0 | ' | ' |
2018 | 0 | ' | ' |
2019 and thereafter | 0 | ' | ' |
Total minimum lease payments | 1,265,000 | ' | ' |
Less amount representing interest | -34,000 | ' | ' |
Present value of minimum lease payments | 1,231,000 | ' | ' |
Less current portion | -1,166,000 | ' | ' |
Future minimum lease payments, net of current portion | 65,000 | ' | ' |
Future minimum lease payments under operating leases [Abstract] | ' | ' | ' |
2014 | 13,198,000 | ' | ' |
2015 | 11,781,000 | ' | ' |
2016 | 10,764,000 | ' | ' |
2017 | 10,198,000 | ' | ' |
2018 | 10,707,000 | ' | ' |
2019 and thereafter | 33,262,000 | ' | ' |
Total minimum lease payments | 89,910,000 | ' | ' |
Minimum [Member] | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' |
Lease expiration date | 14-Feb-14 | ' | ' |
Maximum [Member] | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' |
Lease expiration date | 31-Oct-20 | ' | ' |
Corporate Headquarters and Call Center [Member] | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' |
Area of leased property (in square feet) | 264,000 | ' | ' |
Corporate Headquarters and Call Center [Member] | Minimum [Member] | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' |
Rent expense | 4,200,000 | ' | ' |
Corporate Headquarters and Call Center [Member] | Maximum [Member] | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' |
Rent expense | $6,300,000 | ' | ' |
Other Call Center Locations [Member] | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' |
Area of leased property (in square feet) | 160,000 | ' | ' |
Operations Support and Training Offices [Member] | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' |
Area of leased property (in square feet) | 66,000 | ' | ' |
Office Space in Chandler [Member] | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' |
Area of leased property (in square feet) | 92,000 | ' | ' |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Number of shares reserved for future equity grants (in shares) | 200,000 | ' | ' |
Total unrecognized compensation cost related to nonvested share-based compensation arrangements granted | $16,500,000 | ' | ' |
Weighted average period for recognition of unrecognized compensation cost | '2 years | ' | ' |
Weighted average grant-date fair values of options and weighted average assumptions used [Abstract] | ' | ' | ' |
Weighted average grant-date fair value of options per share (in dollars per share) | $7.29 | $4.01 | $5.94 |
Assumptions [Abstract] | ' | ' | ' |
Expected volatility (in hundredths) | 53.80% | 54.40% | 53.00% |
Expected dividends (in hundredths) | 0.00% | 0.00% | 0.00% |
Expected term | '5 years 1 month 6 days | '5 years 1 month 6 days | '5 years 7 months 6 days |
Risk-free rate (in hundredths) | 1.90% | 2.00% | 2.40% |
Shares [Roll Forward] | ' | ' | ' |
Outstanding, beginning of period (in shares) | ' | 4,689,000 | ' |
Granted (in shares) | 1,085,000 | ' | ' |
Exercised (in shares) | -1,077,000 | ' | ' |
Forfeited (in shares) | -163,000 | ' | ' |
Expired (in shares) | -209,000 | ' | ' |
Outstanding, end of period (in shares) | 4,325,000 | ' | 4,689,000 |
Exercisable, end of period (in shares) | 2,032,000 | ' | ' |
Weighted-Average Exercise Price [Roll Forward] | ' | ' | ' |
Outstanding, beginning of period (in dollars per share) | ' | $15.65 | ' |
Granted (in dollars per share) | $13.26 | ' | ' |
Exercised (in dollars per share) | $14.25 | ' | ' |
Forfeited (in dollars per share) | $11.34 | ' | ' |
Expired (in dollars per share) | $25.50 | ' | ' |
Outstanding, end of period (in dollars per share) | $15.09 | ' | $15.65 |
Exercisable, end of period (in dollars per share) | $19.21 | ' | ' |
Weighted-Average Remaining Contractual Term [Abstract] | ' | ' | ' |
Outstanding | '6 years 4 months 24 days | ' | ' |
Exercisable | '4 years 3 months 18 days | ' | ' |
Aggregate Intrinsic Value [Abstract] | ' | ' | ' |
Outstanding | 13,182,000 | ' | ' |
Exercisable | 3,992,000 | ' | ' |
Cash received from option exercises | 12,748,000 | 2,835,000 | 4,825,000 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Allocated share-based compensation | 7,100,000 | 6,400,000 | 9,200,000 |
Total income tax benefit recognized | 2,800,000 | 2,500,000 | 3,600,000 |
Share-Based Compensation Included in Cost of Services [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Allocated share-based compensation | 2,900,000 | 3,000,000 | 4,100,000 |
Share-Based Compensation Included in Selling, General and Administrative Expenses [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Allocated share-based compensation | 4,200,000 | 3,400,000 | 4,500,000 |
Share-Based Compensation Included in Restructuring and Related Charges [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Allocated share-based compensation | 0 | 0 | 600,000 |
Stock Options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Award vesting period | '4 years | ' | ' |
Aggregate Intrinsic Value [Abstract] | ' | ' | ' |
Total intrinsic value of options exercised during period | 3,200,000 | 1,300,000 | 1,900,000 |
Tax benefit realized from option exercised | 1,267,000 | ' | ' |
Stock Options [Member] | Maximum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expiration period | '10 years | ' | ' |
Nonvested Shares [Member] | ' | ' | ' |
Restricted Stock and Restricted Stock Units [Abstract] | ' | ' | ' |
Weighted average grant-date fair value of nonvested shares granted (in dollars per share) | $13.12 | ' | ' |
Shares [Roll Forward] | ' | ' | ' |
Nonvested, beginning of period (in shares) | 1,013,000 | ' | ' |
Granted (in shares) | 186,000 | ' | ' |
Vested (in shares) | -293,000 | ' | ' |
Forfeited (in shares) | -65,000 | ' | ' |
Nonvested, end of period (in shares) | 841,000 | ' | ' |
Weighted-Average Grant Date Fair Value [Roll Forward] | ' | ' | ' |
Nonvested, beginning of period (in dollars per share) | $9.93 | ' | ' |
Granted (in dollars per share) | $13.12 | ' | ' |
Vested (in dollars per share) | $10.43 | ' | ' |
Forfeited (in dollars per share) | $10.15 | ' | ' |
Nonvested, end of period (in dollars per share) | $10.44 | ' | ' |
Restricted Stock and Restricted Stock Units (RSUs) [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Award vesting period | '4 years | ' | ' |
Restricted Stock and Restricted Stock Units [Abstract] | ' | ' | ' |
Weighted average grant-date fair value of nonvested shares granted (in dollars per share) | $13.12 | $8.29 | $13.26 |
Total grant-date fair value of shares vested | $3,100,000 | $3,600,000 | $7,400,000 |
Weighted-Average Grant Date Fair Value [Roll Forward] | ' | ' | ' |
Granted (in dollars per share) | $13.12 | $8.29 | $13.26 |
Earnings_Loss_Per_Share_Detail
Earnings (Loss) Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||||||||
Numerator [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Net income (loss)- numerator for basic earnings per share | ($5,290) | [1],[2] | $1,799 | [2] | ($1,101) | [1] | ($3,949) | [1] | $604 | [3] | $5,028 | $5,057 | ($2,665) | [1] | ($8,541) | $8,024 | ($157,693) | |||
Denominator [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Shares used for basic earnings (loss) per share (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 34,489 | 33,597 | 33,677 | |||||||||
Shares used for diluted earnings (loss) per share (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 34,489 | [4] | 33,836 | [4] | 33,677 | [4] | ||||||
Earnings per share [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Basic (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ($0.25) | $0.24 | ($4.68) | |||||||||
Diluted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ($0.25) | [4] | $0.24 | [4] | ($4.68) | [4] | ||||||
Non-Qualified Stock Options [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Dilutive securities outstanding not included in the computation of earnings per share because their effect is antidilutive (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 3,234 | 4,926 | 4,845 | |||||||||
Restricted Stock Units [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Dilutive securities outstanding not included in the computation of earnings per share because their effect is antidilutive (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 334 | 193 | 469 | |||||||||
Warrants Related to Cash Convertible Notes [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Dilutive securities outstanding not included in the computation of earnings per share because their effect is antidilutive (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 7,707 | 0 | 0 | |||||||||
CareFirst Convertible Note [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Dilutive securities outstanding not included in the computation of earnings per share because their effect is antidilutive (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 892 | 0 | 0 | |||||||||
Non-Qualified Stock Options [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Denominator [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Effect of dilutive stock options and restricted stock units outstanding (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 0 | [4] | 37 | [4] | 0 | [4] | ||||||
Restricted Stock Units [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Denominator [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Effect of dilutive stock options and restricted stock units outstanding (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 0 | [4] | 202 | [4] | 0 | [4] | ||||||
[1] | The assumed exercise of stock-based compensation awards for this period was not considered in the calculation of diluted earnings (loss) per share because the impact would have been anti-dilutive. | |||||||||||||||||||
[2] | Includes charges related to non-cash interest associated with amortization of a debt discount of $1.5 million and $1.6 million for the third and fourth quarter, respectively. | |||||||||||||||||||
[3] | Includes charges related to one-time termination benefits associated with capacity realignment of $1.8 million. | |||||||||||||||||||
[4] | The assumed exercise of stock-based compensation awards for the years ended December 31, 2013 and December 31, 2011 was not considered because the impact would be anti-dilutive. |
Accumulated_OCI_Details
Accumulated OCI (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accumulated Other Comprehensive Income Loss [Line Items] | ' | ' | ' |
Accumulated OCI, net of tax Beginning Balance | ($929) | ($1,789) | ' |
Other comprehensive loss before reclassifications, net of tax | -566 | -1,164 | ' |
Amounts reclassified from accumulated OCI, net of tax | 1,088 | 2,024 | ' |
Net increase (decrease) in other comprehensive income (loss), net of tax | 522 | 860 | 1,644 |
Accumulated OCI, net of tax Ending Balance | -407 | -929 | -1,789 |
Reclassification adjustments out of AOCI [Abstract] | ' | ' | ' |
Reclassification to interest expense | -16,079 | -14,149 | -13,193 |
Net Change in Fair Value of Interest Rate Swaps [Member] | ' | ' | ' |
Accumulated Other Comprehensive Income Loss [Line Items] | ' | ' | ' |
Accumulated OCI, net of tax Beginning Balance | -1,790 | -2,570 | ' |
Other comprehensive loss before reclassifications, net of tax | 189 | -1,244 | ' |
Amounts reclassified from accumulated OCI, net of tax | 1,088 | 2,024 | ' |
Net increase (decrease) in other comprehensive income (loss), net of tax | 1,277 | 780 | ' |
Accumulated OCI, net of tax Ending Balance | -513 | -1,790 | ' |
Net Change in Fair Value of Interest Rate Swaps [Member] | Amounts reclassified from accumulated other comprehensive income to: [Member] | ' | ' | ' |
Reclassification adjustments out of AOCI [Abstract] | ' | ' | ' |
Reclassification to interest expense | 1,916 | 3,302 | ' |
Tax effect of reclassification | -828 | -1,278 | ' |
Reclassification Adjustment on Derivatives Included in Net Income | 1,088 | 2,024 | ' |
Foreign Currency Translation Adjustments [Member] | ' | ' | ' |
Accumulated Other Comprehensive Income Loss [Line Items] | ' | ' | ' |
Accumulated OCI, net of tax Beginning Balance | 861 | 781 | ' |
Other comprehensive loss before reclassifications, net of tax | -755 | 80 | ' |
Amounts reclassified from accumulated OCI, net of tax | 0 | 0 | ' |
Net increase (decrease) in other comprehensive income (loss), net of tax | -755 | 80 | ' |
Accumulated OCI, net of tax Ending Balance | $106 | $861 | ' |
Employee_Benefits_Details
Employee Benefits (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Employee Benefits [Abstract] | ' | ' | ' |
Company contributions under the 401(k) Plan | $3.10 | $2.90 | $3.50 |
Segment_Disclosures_Details
Segment Disclosures (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Segment | |||
Segment Disclosures [Abstract] | ' | ' | ' |
Number of reportable segments | 1 | ' | ' |
Percentage of revenues from one customer (in hundredths) | 10.50% | 11.50% | 17.00% |
Quarterly_Financial_Informatio2
Quarterly Financial Information (unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||||||
Quarterly Financial Information (unaudited) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Revenues | $169,235 | [1],[2] | $166,615 | [2] | $162,270 | [1] | $165,165 | [1] | $175,180 | [3] | $166,559 | $170,214 | $165,218 | [1] | $663,285 | $677,170 | $688,765 | ||
Gross margin | 18,326 | [1],[2] | 26,391 | [2] | 19,916 | [1] | 15,083 | [1] | 28,217 | [3] | 30,619 | 32,061 | 16,300 | [1] | ' | ' | ' | ||
Income (loss) before income taxes | -7,591 | [1],[2] | 1,108 | [2] | -1,650 | [1] | -6,044 | [1] | 1,587 | [3] | 8,542 | 8,732 | -4,116 | [1] | -14,177 | 14,746 | -142,307 | ||
Net income (loss) | -5,290 | [1],[2] | 1,799 | [2] | -1,101 | [1] | -3,949 | [1] | 604 | [3] | 5,028 | 5,057 | -2,665 | [1] | -8,541 | 8,024 | -157,693 | ||
Basic earnings (loss) per share (in dollars per share) | ($0.15) | [1],[2],[4] | $0.05 | [2],[4] | ($0.03) | [1],[4] | ($0.12) | [1],[4] | $0.02 | [3],[4] | $0.15 | [4] | $0.15 | [4] | ($0.08) | [1],[4] | ' | ' | ' |
Diluted earnings (loss) per share (in dollars per share) | ($0.15) | [1],[2],[4] | $0.05 | [2],[4] | ($0.03) | [1],[4] | ($0.12) | [1],[4] | $0.02 | [3],[4] | $0.15 | [4] | $0.15 | [4] | ($0.08) | [1],[4] | ' | ' | ' |
Restructuring and related charges | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 1,773 | 9,036 | ||||||||
Impairment loss | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | $183,288 | ||||||||
[1] | The assumed exercise of stock-based compensation awards for this period was not considered in the calculation of diluted earnings (loss) per share because the impact would have been anti-dilutive. | ||||||||||||||||||
[2] | Includes charges related to non-cash interest associated with amortization of a debt discount of $1.5 million and $1.6 million for the third and fourth quarter, respectively. | ||||||||||||||||||
[3] | Includes charges related to one-time termination benefits associated with capacity realignment of $1.8 million. | ||||||||||||||||||
[4] | We calculated earnings per share for each of the quarters based on the weighted average number of shares and dilutive securities outstanding for each period.B B Accordingly, the sum of the quarters may not necessarily be equal to the full year income per share. |