Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 05, 2014 | |
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 | ' | 35,345,174 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
CONSOLIDATED_BALANCE_SHEETS_Un
CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $2,427 | $2,584 |
Accounts receivable, net | 108,715 | 89,484 |
Prepaid expenses | 9,873 | 9,228 |
Other current assets | 7,694 | 6,857 |
Income taxes receivable | 5,465 | 1,402 |
Deferred tax asset | 8,562 | 9,667 |
Total current assets | 142,736 | 119,222 |
Property and equipment: | ' | ' |
Leasehold improvements | 38,143 | 37,463 |
Computer equipment and related software | 305,482 | 290,392 |
Furniture and office equipment | 23,230 | 22,881 |
Capital projects in process | 35,618 | 25,228 |
Property and equipment, gross | 402,473 | 375,964 |
Less accumulated depreciation | -238,949 | -217,766 |
Property and equipment, net | 163,524 | 158,198 |
Other assets | 63,886 | 53,629 |
Intangible assets, net | 74,029 | 79,162 |
Goodwill, net | 338,800 | 338,800 |
Total assets | 782,975 | 749,011 |
Current liabilities: | ' | ' |
Accounts payable | 42,206 | 33,125 |
Accrued salaries and benefits | 17,325 | 20,157 |
Accrued liabilities | 47,767 | 32,065 |
Deferred revenue | 11,888 | 4,496 |
Contract billings in excess of earned revenue | 18,612 | 17,411 |
Current portion of long-term debt | 18,533 | 14,340 |
Current portion of long-term liabilities | 784 | 2,822 |
Total current liabilities | 157,115 | 124,416 |
Long-term debt | 234,224 | 237,582 |
Long-term deferred tax liability | 28,971 | 33,320 |
Other long-term liabilities | 64,775 | 51,003 |
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, 35,334,275 and 35,107,303 shares outstanding, respectively | 35 | 35 |
Additional paid-in capital | 288,146 | 283,244 |
Retained earnings | 37,887 | 48,000 |
Treasury stock, at cost, 2,254,953 shares in treasury | -28,182 | -28,182 |
Accumulated other comprehensive loss | 4 | -407 |
Total stockholders' equity | 297,890 | 302,690 |
Total liabilities and stockholders' equity | $782,975 | $749,011 |
CONSOLIDATED_BALANCE_SHEETS_Un1
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
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) | 35,334,275 | 35,107,303 |
Treasury stock (in shares) | 2,254,953 | 2,254,953 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) [Abstract] | ' | ' | ' | ' | ||||
Revenues | $180,613 | $162,270 | $357,391 | $327,435 | ||||
Cost of services (exclusive of depreciation and amortization of $9,604, $8,886, $18,976, and $17,712, respectively, included below) | 146,476 | 133,468 | 294,624 | 274,726 | ||||
Selling, general and administrative expenses | 16,899 | 14,279 | 33,331 | 27,377 | ||||
Depreciation and amortization | 13,536 | 13,015 | 26,872 | 26,548 | ||||
Legal settlement charges | 0 | 0 | 9,363 | 0 | ||||
Operating income (loss) | 3,702 | 1,508 | -6,799 | -1,216 | ||||
Interest expense | 4,516 | 3,158 | 8,899 | 6,479 | ||||
Loss before income taxes | -814 | -1,650 | -15,698 | -7,695 | ||||
Income tax benefit | -297 | -549 | -5,585 | -2,644 | ||||
Net loss | -517 | -1,101 | -10,113 | -5,051 | ||||
Loss per share: | ' | ' | ' | ' | ||||
Basic (in dollars per share) | ($0.01) | ($0.03) | ($0.29) | ($0.15) | ||||
Diluted (in dollars per share) | ($0.01) | [1] | ($0.03) | [1] | ($0.29) | [1] | ($0.15) | [1] |
Comprehensive loss | ($449) | ($1,136) | ($9,702) | ($4,888) | ||||
Weighted average common shares and equivalents: | ' | ' | ' | ' | ||||
Basic (in shares) | 35,285 | 34,188 | 35,219 | 34,089 | ||||
Diluted (in shares) | 35,285 | [1] | 34,188 | [1] | 35,219 | [1] | 34,089 | [1] |
[1] | The assumed exercise of stock-based compensation awards for the three and six months ended June 30, 2014 and 2013 was not considered because the impact would be anti-dilutive. |
CONSOLIDATED_STATEMENTS_OF_COM1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) [Abstract] | ' | ' | ' | ' |
Cost of services, depreciation and amortization | $9,604 | $8,886 | $18,976 | $17,712 |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (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, 2013 | $0 | $35 | $283,244 | $48,000 | ($28,182) | ($407) | $302,690 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Comprehensive income (loss) | 0 | 0 | 0 | -10,113 | 0 | 411 | -9,702 |
Exercise of stock options | 0 | 0 | 1,265 | 0 | 0 | 0 | 1,265 |
Tax effect of stock options and restricted stock units | 0 | 0 | -570 | 0 | 0 | 0 | -570 |
Share-based employee compensation expense | 0 | 0 | 3,558 | 0 | 0 | 0 | 3,558 |
Issuance of CareFirst warrants | 0 | 0 | 649 | 0 | 0 | 0 | 649 |
Balance at Jun. 30, 2014 | $0 | $35 | $288,146 | $37,887 | ($28,182) | $4 | $297,890 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net loss | ($10,113) | ($5,051) |
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities, net of business acquisitions: | ' | ' |
Depreciation and amortization | 26,872 | 26,548 |
Amortization of deferred loan costs | 925 | 483 |
Amortization of debt discount | 3,303 | 0 |
Share-based employee compensation expense | 3,558 | 3,458 |
Deferred income taxes | -3,332 | 500 |
Excess tax benefits from share-based payment arrangements | -310 | -231 |
(Increase) decrease in accounts receivable, net | -19,373 | 26,613 |
Increase in other current assets | -940 | -3,917 |
Decrease in accounts payable | -3,251 | -1,611 |
Decrease in accrued salaries and benefits | -3,489 | -8,090 |
Increase in other current liabilities | 17,913 | 293 |
Other | 7,548 | -96 |
Net cash flows provided by operating activities | 19,311 | 38,899 |
Cash flows from investing activities: | ' | ' |
Acquisition of property and equipment | -20,976 | -19,579 |
Business acquisitions, net of cash acquired | 0 | -830 |
Other | -3,829 | -3,843 |
Net cash flows used in investing activities | -24,805 | -24,252 |
Cash flows from financing activities: | ' | ' |
Proceeds from borrowings of long-term debt | 224,900 | 228,625 |
Payments of long-term debt | -233,554 | -254,252 |
Deferred loan costs | -88 | -1,180 |
Excess tax benefits from share-based payment arrangements | 310 | 231 |
Exercise of stock options | 1,265 | 2,164 |
Change in outstanding checks and other | 12,114 | 11,366 |
Net cash flows provided by (used in) financing activities | 4,947 | -13,046 |
Effect of exchange rate changes on cash | 390 | -1,109 |
Net (decrease) increase in cash and cash equivalents | -157 | 492 |
Cash and cash equivalents, beginning of period | 2,584 | 1,759 |
Cash and cash equivalents, end of period | 2,427 | 2,251 |
Noncash Activities: | ' | ' |
Assets acquired through capital lease obligation | $5,479 | $0 |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended | |
Jun. 30, 2014 | ||
Basis of Presentation [Abstract] | ' | |
Basis of Presentation | ' | |
-1 | Basis of Presentation | |
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). In our opinion, the accompanying consolidated financial statements of Healthways, Inc. and its wholly-owned subsidiaries (collectively, "Healthways," the "Company," or such terms as "we," "us," or "our") reflect all adjustments consisting of normal, recurring accruals necessary for a fair presentation. | ||
We have omitted certain financial information that is normally included in financial statements prepared in accordance with U.S. GAAP but that is not required for interim reporting purposes. You should read the accompanying consolidated financial statements in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013. |
Recent_Accounting_Standards
Recent Accounting Standards | 6 Months Ended | |
Jun. 30, 2014 | ||
Recent Accounting Standards [Abstract] | ' | |
Recent Accounting Standards | ' | |
-2 | Recent Accounting Standards | |
In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-11, "Income Taxes (Topic 740)—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which requires an entity to present in the financial statements an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset resulting from a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. However, when the above situation is not available at the reporting date or the tax law of the applicable jurisdiction does not require the entity to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU No. 2013-11 is effective prospectively for reporting periods beginning after December 15, 2013. We adopted this standard for the interim period beginning January 1, 2014. 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 May 2014, the FASB issued guidance codified in FASB Accounting Standards Codification ("ASC") Topic 606, "Revenue Recognition - Revenue from Contracts with Customers," which amends the guidance in former ASC Topic 605, "Revenue Recognition." The provisions of ASC Topic 606 provide for a single comprehensive principles-based standard for the recognition of revenue across all industries and expanded disclosure about the nature, amount, timing and uncertainty of revenue, as well as certain additional quantitative and qualitative disclosures. The standard is effective for annual periods beginning after December 15, 2016, including interim periods within those years. We are currently evaluating the impact of adopting ASC Topic 606. |
ShareBased_Compensation
Share-Based Compensation | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Share-Based Compensation [Abstract] | ' | ||||||||||||||||
Share-Based Compensation | ' | ||||||||||||||||
-3 | Share-Based Compensation | ||||||||||||||||
We have several stockholder-approved stock incentive plans for our employees and directors. We currently have four types of share-based awards outstanding under these plans: stock options, restricted stock units, restricted stock, and performance share units (beginning in June 2014). Performance share units have a multi-year performance period and vest four years from the grant date. We believe that our share-based awards align the interests of our employees and directors with those of our stockholders. | |||||||||||||||||
For the three and six months ended June 30, 2014, we recognized share-based compensation costs of $1.9 million and $3.6 million, respectively. For the three and six months ended June 30, 2013, we recognized share-based compensation costs of $1.9 million and $3.5 million, respectively. | |||||||||||||||||
A summary of our stock options as of June 30, 2014 and changes during the six months then ended is presented below: | |||||||||||||||||
Shares | Weighted-Average | Weighted-Average Remaining Contractual Term (years) | Aggregate Value ($000s) | ||||||||||||||
(000s) | Exercise Price | ||||||||||||||||
Stock Options | |||||||||||||||||
Outstanding at January 1, 2014 | 4,325 | $ | 15.09 | ||||||||||||||
Granted | 98 | 16.6 | |||||||||||||||
Exercised | (106 | ) | 12.39 | ||||||||||||||
Forfeited | (59 | ) | 13 | ||||||||||||||
Expired | (28 | ) | 33.49 | ||||||||||||||
Outstanding at June 30, 2014 | 4,230 | 15.09 | 6.04 | $ | 20,135 | ||||||||||||
Exercisable at June 30, 2014 | 2,441 | $ | 17.72 | 4.62 | $ | 9,335 | |||||||||||
The weighted-average grant-date fair value of stock options granted during the three and six months ended June 30, 2014 was $9.10 and $9.05, respectively. | |||||||||||||||||
The following table shows a summary of our restricted stock, restricted stock units and performance share units ("nonvested shares") as of June 30, 2014, as well as activity during the six months then ended: | |||||||||||||||||
Restricted Stock and Restricted Stock Units | Performance Share Units | ||||||||||||||||
Nonvested Shares | Shares | Weighted- Average | Shares | Weighted- Average | |||||||||||||
(000s) | Grant Date | (000s) | Grant Date | ||||||||||||||
Fair Value | Fair Value | ||||||||||||||||
Nonvested at January 1, 2014 | 841 | $ | 10.44 | — | $ | — | |||||||||||
Granted | 264 | 16.71 | 303 | 14.74 | |||||||||||||
Vested | (160 | ) | 10.92 | — | — | ||||||||||||
Forfeited | (21 | ) | 11.16 | — | — | ||||||||||||
Nonvested at June 30, 2014 | 924 | $ | 12.14 | 303 | $ | 14.74 | |||||||||||
Income_Taxes
Income Taxes | 6 Months Ended | |
Jun. 30, 2014 | ||
Income Taxes [Abstract] | ' | |
Income Taxes | ' | |
-4 | Income Taxes | |
For the three months ended June 30, 2014, we had an effective tax benefit rate of 36.5% compared to 33.3% for the three months ended June 30, 2013. The increase in the effective rate of benefit was primarily due to the smaller base of pretax loss for the 2014 period in relation to certain items for which we currently are not able to recognize a tax benefit. | ||
Our effective tax benefit rate remained relatively consistent at 35.6% for the six months ended June 30, 2014 compared to approximately 34.4% for the six months ended June 30, 2013. | ||
We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. Tax years remaining subject to examination in these major jurisdictions include 2010 to present. |
LongTerm_Debt
Long-Term Debt | 6 Months Ended | |
Jun. 30, 2014 | ||
Long-Term Debt [Abstract] | ' | |
Long-Term Debt | ' | |
-5 | Long-Term Debt | |
1.50% Cash Convertible Senior Notes Due 2018 | ||
On July 16, 2013, we issued $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 approximately 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 FASB 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 will be amortized over the term of the Cash Convertible Notes using the effective interest method. For the six months ended June 30, 2014, we recorded $3.3 million of interest expense related to the amortization of the debt discount based upon an effective interest rate of 5.7%. | ||
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 elect to convert the Cash Convertible Notes at a time when our stock price exceeds 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 6 for additional information regarding the Cash Convertible Notes Hedges and the Cash Conversion Derivative and their fair values as of June 30, 2014. | ||
In July 2013, we also sold separate privately negotiated warrants (the "Warrants") initially relating, in the aggregate, to a notional number of shares of our common stock underlying the Cash Convertible Notes Hedges. The Warrants have an initial strike price of $25.95 per share, which effectively increases the conversion price of the 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 of our indebtedness under the Fifth Amended Credit Agreement (as defined below), and (b) any other of our senior debt, 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. 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. The CareFirst Warrants issued prior to June 30, 2014 totaling 73,761 have a dilutive effect on net income per share, and the "treasury stock" method is 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 and Restated Revolving Credit and Term Loan Agreement (as amended, 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, $105.0 million of which remained outstanding at June 30, 2014, 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 July 1, 2013, we entered into an 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, Cash Convertible Notes Hedges and Warrants 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. | ||
On April 15, 2014, in connection with the agreement to resolve our former contractual dispute with Blue Cross Blue Shield of Minnesota ("BCBSMN") as discussed in Note 8, we entered into an additional amendment to the Fifth Amended Credit Agreement that provides for an add-back to our consolidated EBITDA, which is used for purposes of calculating financial covenants under the Fifth Amended Credit Agreement, for the $9.4 million charge incurred as a result of the settlement of our dispute with BCBSMN. As of June 30, 2014, availability under the revolving credit facility totaled $41.3 million as calculated under the most restrictive covenant. | ||
We are required to repay outstanding revolving loans under the revolving credit facility in full 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 Fifth Amended Credit Agreement contains financial covenants that require us to maintain, as defined, specified ratios or levels of (1) total funded debt to EBITDA and (2) fixed charge coverage. As of June 30, 2014, 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 our common stock and the amount of dividends that we can pay to holders of our common stock. |
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Derivative Instruments and Hedging Activities [Abstract] | ' | ||||||||||||||||||||||||
Derivative Instruments and Hedging Activities | ' | ||||||||||||||||||||||||
-6 | Derivative Investments 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 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. | |||||||||||||||||||||||||
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 rate 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 5), and we pay a fixed rate of interest with interest rates ranging from 0.690% to 1.480% plus a spread (see Note 5). 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 June 30, 2014, 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 June 30, 2014, 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 three and six months ended June 30, 2014 and 2013: | |||||||||||||||||||||||||
(In $000s) | For the Three Months Ended | For the Six Months Ended | |||||||||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | 30-Jun-14 | 30-Jun-13 | 30-Jun-14 | 30-Jun-13 | |||||||||||||||||||||
Loss (gain) related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect | $ | 216 | $ | (754 | ) | $ | 281 | $ | (696 | ) | |||||||||||||||
Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect | $ | 130 | $ | 551 | $ | 256 | $ | 1,180 | |||||||||||||||||
Gains and losses representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. During the three and six months ended June 30, 2014 and 2013, 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 in the aggregate on our consolidated statements of comprehensive income (loss) during the three and six months ended June 30, 2014 and 2013. | |||||||||||||||||||||||||
Cash Conversion Derivative and Cash Convertible Notes Hedges | |||||||||||||||||||||||||
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 elect to convert the Cash Convertible Notes at a time when our stock price exceeds 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 a change in 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: | |||||||||||||||||||||||||
(In $000s) | Three Months Ended | Six Months Ended | Statements of Comprehensive Income (Loss) | ||||||||||||||||||||||
30-Jun-14 | 30-Jun-14 | Classification | |||||||||||||||||||||||
Cash Convertible Notes Hedges: | |||||||||||||||||||||||||
Net unrealized gain | $ | 1,849 | $ | 9,580 | Selling, general and administrative expenses | ||||||||||||||||||||
Cash Conversion Derivative: | |||||||||||||||||||||||||
Net unrealized loss | $ | (1,849 | ) | $ | (9,580 | ) | Selling, general and administrative expenses | ||||||||||||||||||
Foreign Currency Exchange Contracts | |||||||||||||||||||||||||
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 June 30, 2014, we had forward contracts with notional amounts of $20.9 million to exchange foreign currencies, primarily the Australian dollar and Euro, that were entered into 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 June 30, 2014 and December 31, 2013, excluding the impact of netting derivative assets and liabilities when a legally enforceable master netting agreement exists, were as follows: | |||||||||||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||||||||||
(In $000s) | Foreign currency exchange contracts | Interest rate swap agreements | Cash Convertible Notes Hedges and Cash Conversion Derivative | Foreign currency exchange contracts | Interest rate swap agreements | Cash Convertible Notes Hedges and Cash Conversion Derivative | |||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||
Other current assets | $ | 56 | $ | — | $ | — | $ | 178 | $ | — | $ | — | |||||||||||||
Other assets | — | — | 37,346 | — | — | 27,766 | |||||||||||||||||||
Total assets | $ | 56 | $ | — | $ | 37,346 | $ | 178 | $ | — | $ | 27,766 | |||||||||||||
Liabilities: | |||||||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||
Accrued liabilities | $ | 227 | $ | — | $ | — | $ | 67 | $ | — | $ | — | |||||||||||||
Other long-term liabilities | — | — | 37,346 | — | — | 27,766 | |||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||
Accrued liabilities | — | — | — | — | — | — | |||||||||||||||||||
Other long-term liabilities | — | 583 | — | — | 505 | — | |||||||||||||||||||
Total liabilities | $ | 227 | $ | 583 | $ | 37,346 | $ | 67 | $ | 505 | $ | 27,766 | |||||||||||||
See also Note 7. |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||||||
-7 | 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: Quoted prices in active markets for identical assets or liabilities; | |||||||||||||||||||||
Level 2: 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: 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 June 30, 2014 and December 31, 2013: | |||||||||||||||||||||
(In $000s) | Level 2 | Level 3 | Gross Fair Value | Netting (1) | Net Fair Value | ||||||||||||||||
30-Jun-14 | |||||||||||||||||||||
Assets: | |||||||||||||||||||||
Foreign currency exchange contracts | $ | 56 | $ | — | $ | 56 | $ | (9 | ) | $ | 47 | ||||||||||
Cash Convertible Notes Hedges | — | 37,346 | 37,346 | — | 37,346 | ||||||||||||||||
Liabilities: | |||||||||||||||||||||
Foreign currency exchange contracts | $ | 227 | $ | — | $ | 227 | $ | (9 | ) | $ | 218 | ||||||||||
Interest rate swap agreements | 583 | — | 583 | — | 583 | ||||||||||||||||
Cash Conversion Derivative | — | 37,346 | 37,346 | — | 37,346 | ||||||||||||||||
(In $000s) | Level 2 | Level 3 | Gross Fair Value | Netting (1) | Net Fair Value | ||||||||||||||||
31-Dec-13 | |||||||||||||||||||||
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 | ||||||||||||||||
(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 one another, 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 $000s) | Balance at | Purchases of Level 3 Instruments | Issuances of Level 3 Instruments | Gains/(Losses) Included in Earnings | Balance at | ||||||||||||||||
December 31, | June 30, | ||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||
Cash Convertible Notes Hedges | $ | 27,766 | $ | — | $ | — | $ | 9,580 | $ | 37,346 | |||||||||||
Cash Conversion Derivative | (27,766 | ) | — | — | (9,580 | ) | (37,346 | ) | |||||||||||||
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) as selling, general and administrative expenses. | |||||||||||||||||||||
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 June 30, 2014 was as follows: | |||||||||||||||||||||
• | Cash and cash equivalents – The carrying amount of $2.4 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 (see Note 5), and the Cash Convertible Notes 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 June 30, 2014 are $106.1 million and $106.6 million, respectively. | ||||||||||||||||||||
The Cash Convertible Notes are actively traded and therefore are classified as Level 1 valuations. The estimated fair value at June 30, 2014 was $164.2 million, which is based on the last quoted price of the Cash Convertible Notes on June 30, 2014, and the par value was $150.0 million. The carrying amount of the Cash Convertible Notes at June 30, 2014 was $119.7 million, which is net of the debt discount discussed in Note 5. | |||||||||||||||||||||
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 June 30, 2014, 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. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | |
Jun. 30, 2014 | ||
Commitments and Contingencies [Abstract] | ' | |
Commitments and Contingencies | ' | |
-8 | Commitments and Contingencies | |
Contract Disputes | ||
On January 25, 2010, BCBSMN 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 BCBSMN. On April 15, 2014, we entered into an agreement with BCBSMN to resolve this dispute. Under the terms of the agreement, we agreed to pay BCBSMN in two separate installments: $4 million which was paid in April 2014 and $5.5 million to be paid in January 2015. BCBSMN has an option to receive discounts on our well-being improvement services in lieu of the January 2015 payment. | ||
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 the 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 global joint venture agreement with Gallup in October 2012 that requires us to make payments over a 5-year period beginning January 2013. We have minimum remaining contractual cash obligations of $38.3 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 $135.4 million; however, based on current required service and equipment level assumptions, we estimate that the remaining payments will be approximately $280.6 million. The agreement allows us to terminate all or a portion of the services provided we pay certain termination fees, which could be material to the Company. |
Earnings_Per_Share
Earnings Per Share | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings Per Share | ' | ||||||||||||||||
-9 | Earnings Per Share | ||||||||||||||||
The following is a reconciliation of the numerator and denominator of basic and diluted earnings per share for the three and six months ended June 30, 2014 and 2013: | |||||||||||||||||
(In 000s, except per share data) | Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | June 30, | June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net loss - numerator for basic loss per share | $ | (517 | ) | $ | (1,101 | ) | $ | (10,113 | ) | $ | (5,051 | ) | |||||
Denominator: | |||||||||||||||||
Shares used for basic loss per share | 35,285 | 34,188 | 35,219 | 34,089 | |||||||||||||
Effect of dilutive securities outstanding: | |||||||||||||||||
Non-qualified stock options (1) | — | — | — | — | |||||||||||||
Restricted stock units (1) | — | — | — | — | |||||||||||||
Shares used for diluted loss per share (1) | 35,285 | 34,188 | 35,219 | 34,089 | |||||||||||||
Loss per share: | |||||||||||||||||
Basic | $ | (0.01 | ) | $ | (0.03 | ) | $ | (0.29 | ) | $ | (0.15 | ) | |||||
Diluted (1) | $ | (0.01 | ) | $ | (0.03 | ) | $ | (0.29 | ) | $ | (0.15 | ) | |||||
Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive: | |||||||||||||||||
Non-qualified stock options | 2,237 | 3,848 | 2,164 | 3,892 | |||||||||||||
Restricted stock units | 300 | 339 | 298 | 423 | |||||||||||||
Performance stock units | 1 | — | 7 | — | |||||||||||||
Warrants related to Cash Convertible Notes | 7,707 | — | 7,707 | — | |||||||||||||
CareFirst Convertible Note | 892 | — | 892 | — | |||||||||||||
CareFirst Warrants | 36 | — | 34 | — | |||||||||||||
(1) The assumed exercise of stock-based compensation awards for the three and six months ended June 30, 2014 and 2013 was not considered because the impact would be anti-dilutive. |
Accumulated_OCI
Accumulated OCI | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Accumulated OCI [Abstract] | ' | ||||||||||||
Accumulated OCI | ' | ||||||||||||
-10 | Accumulated OCI | ||||||||||||
The following tables summarize the changes in accumulated OCI, net of tax, for the six months ended June 30, 2014 and 2013: | |||||||||||||
(In $000s) | Net Change in Fair Value of Interest Rate Swaps | Foreign Currency Translation Adjustments | Total | ||||||||||
Accumulated OCI, net of tax, as of January 1, 2014 | $ | (513 | ) | $ | 106 | $ | (407 | ) | |||||
Other comprehensive income (loss) before reclassifications, net of tax | (150 | ) | 407 | 257 | |||||||||
Amounts reclassified from accumulated OCI, net of tax | 154 | — | 154 | ||||||||||
Net increase in other comprehensive income (loss), net of tax | 4 | 407 | 411 | ||||||||||
Accumulated OCI, net of tax, as of June 30, 2014 | $ | (509 | ) | $ | 513 | $ | 4 | ||||||
(In $000s) | 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 | 421 | (971 | ) | (550 | ) | ||||||||
Amounts reclassified from accumulated OCI, net of tax | 713 | — | 713 | ||||||||||
Net increase (decrease) in other comprehensive income (loss), net of tax | 1,134 | (971 | ) | 163 | |||||||||
Accumulated OCI, net of tax, as of June 30, 2013 | $ | (656 | ) | $ | (110 | ) | $ | (766 | ) | ||||
The following table provides details about reclassifications out of accumulated OCI for the six months ended June 30, 2014 and 2013: | |||||||||||||
Six Months Ended June 30, | Statement of Comprehensive | ||||||||||||
(In $000s) | 2014 | 2013 | Loss Classification | ||||||||||
Interest rate swaps | $ | 256 | $ | 1,180 | Interest expense | ||||||||
(102 | ) | (467 | ) | Income tax benefit | |||||||||
$ | 154 | $ | 713 | Net of tax | |||||||||
See Note 6 for further discussion of our interest rate swaps. |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Share-Based Compensation [Abstract] | ' | ||||||||||||||||
Summary of stock option activity | ' | ||||||||||||||||
A summary of our stock options as of June 30, 2014 and changes during the six months then ended is presented below: | |||||||||||||||||
Shares | Weighted-Average | Weighted-Average Remaining Contractual Term (years) | Aggregate Value ($000s) | ||||||||||||||
(000s) | Exercise Price | ||||||||||||||||
Stock Options | |||||||||||||||||
Outstanding at January 1, 2014 | 4,325 | $ | 15.09 | ||||||||||||||
Granted | 98 | 16.6 | |||||||||||||||
Exercised | (106 | ) | 12.39 | ||||||||||||||
Forfeited | (59 | ) | 13 | ||||||||||||||
Expired | (28 | ) | 33.49 | ||||||||||||||
Outstanding at June 30, 2014 | 4,230 | 15.09 | 6.04 | $ | 20,135 | ||||||||||||
Exercisable at June 30, 2014 | 2,441 | $ | 17.72 | 4.62 | $ | 9,335 | |||||||||||
Summary of restricted stock and restricted stock units ("nonvested shares") | ' | ||||||||||||||||
The following table shows a summary of our restricted stock, restricted stock units and performance share units ("nonvested shares") as of June 30, 2014, as well as activity during the six months then ended: | |||||||||||||||||
Restricted Stock and Restricted Stock Units | Performance Share Units | ||||||||||||||||
Nonvested Shares | Shares | Weighted- Average | Shares | Weighted- Average | |||||||||||||
(000s) | Grant Date | (000s) | Grant Date | ||||||||||||||
Fair Value | Fair Value | ||||||||||||||||
Nonvested at January 1, 2014 | 841 | $ | 10.44 | — | $ | — | |||||||||||
Granted | 264 | 16.71 | 303 | 14.74 | |||||||||||||
Vested | (160 | ) | 10.92 | — | — | ||||||||||||
Forfeited | (21 | ) | 11.16 | — | — | ||||||||||||
Nonvested at June 30, 2014 | 924 | $ | 12.14 | 303 | $ | 14.74 |
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Derivative Instruments and Hedging Activities [Abstract] | ' | ||||||||||||||||||||||||
Effect of cash flow hedges on the consolidated balance sheets | ' | ||||||||||||||||||||||||
The following table shows the effect of our cash flow hedges on the consolidated balance sheets during the three and six months ended June 30, 2014 and 2013: | |||||||||||||||||||||||||
(In $000s) | For the Three Months Ended | For the Six Months Ended | |||||||||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | 30-Jun-14 | 30-Jun-13 | 30-Jun-14 | 30-Jun-13 | |||||||||||||||||||||
Loss (gain) related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect | $ | 216 | $ | (754 | ) | $ | 281 | $ | (696 | ) | |||||||||||||||
Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect | $ | 130 | $ | 551 | $ | 256 | $ | 1,180 | |||||||||||||||||
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block] | ' | ||||||||||||||||||||||||
The gains and losses resulting from a change in 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: | |||||||||||||||||||||||||
(In $000s) | Three Months Ended June 30, 2014 | Six Months Ended June 30, 2014 | Statements of Comprehensive Income (Loss) | ||||||||||||||||||||||
Classification | |||||||||||||||||||||||||
Cash Convertible Notes Hedges: | |||||||||||||||||||||||||
Net unrealized gain | $ | 1,849 | $ | 9,580 | Selling, general and administrative expenses | ||||||||||||||||||||
Cash Conversion Derivative: | |||||||||||||||||||||||||
Net unrealized loss | $ | (1,849 | ) | $ | (9,580 | ) | Selling, general and administrative expenses | ||||||||||||||||||
Fair values of derivative instruments | ' | ||||||||||||||||||||||||
The estimated gross fair values of derivative instruments at June 30, 2014 and December 31, 2013, excluding the impact of netting derivative assets and liabilities when a legally enforceable master netting agreement exists, were as follows: | |||||||||||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||||||||||
(In $000s) | Foreign currency exchange contracts | Interest rate swap agreements | Cash Convertible Notes Hedges and Cash Conversion Derivative | Foreign currency exchange contracts | Interest rate swap agreements | Cash Convertible Notes Hedges and Cash Conversion Derivative | |||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||
Other current assets | $ | 56 | $ | — | $ | — | $ | 178 | $ | — | $ | — | |||||||||||||
Other assets | — | — | 37,346 | — | — | 27,766 | |||||||||||||||||||
Total assets | $ | 56 | $ | — | $ | 37,346 | $ | 178 | $ | — | $ | 27,766 | |||||||||||||
Liabilities: | |||||||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||
Accrued liabilities | $ | 227 | $ | — | $ | — | $ | 67 | $ | — | $ | — | |||||||||||||
Other long-term liabilities | — | — | 37,346 | — | — | 27,766 | |||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||
Accrued liabilities | — | — | — | — | — | — | |||||||||||||||||||
Other long-term liabilities | — | 583 | — | — | 505 | — | |||||||||||||||||||
Total liabilities | $ | 227 | $ | 583 | $ | 37,346 | $ | 67 | $ | 505 | $ | 27,766 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
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 June 30, 2014 and December 31, 2013: | |||||||||||||||||||||
(In $000s) | Level 2 | Level 3 | Gross Fair Value | Netting (1) | Net Fair Value | ||||||||||||||||
30-Jun-14 | |||||||||||||||||||||
Assets: | |||||||||||||||||||||
Foreign currency exchange contracts | $ | 56 | $ | — | $ | 56 | $ | (9 | ) | $ | 47 | ||||||||||
Cash Convertible Notes Hedges | — | 37,346 | 37,346 | — | 37,346 | ||||||||||||||||
Liabilities: | |||||||||||||||||||||
Foreign currency exchange contracts | $ | 227 | $ | — | $ | 227 | $ | (9 | ) | $ | 218 | ||||||||||
Interest rate swap agreements | 583 | — | 583 | — | 583 | ||||||||||||||||
Cash Conversion Derivative | — | 37,346 | 37,346 | — | 37,346 | ||||||||||||||||
(In $000s) | Level 2 | Level 3 | Gross Fair Value | Netting (1) | Net Fair Value | ||||||||||||||||
31-Dec-13 | |||||||||||||||||||||
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 | ||||||||||||||||
(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 | ' | ||||||||||||||||||||
The following table presents our financial instruments measured at fair value on a recurring basis using unobservable inputs (Level 3): | |||||||||||||||||||||
(In $000s) | Balance at | Purchases of Level 3 Instruments | Issuances of Level 3 Instruments | Gains/(Losses) Included in Earnings | Balance at | ||||||||||||||||
December 31, | June 30, | ||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||
Cash Convertible Notes Hedges | $ | 27,766 | $ | — | $ | — | $ | 9,580 | $ | 37,346 | |||||||||||
Cash Conversion Derivative | (27,766 | ) | — | — | (9,580 | ) | (37,346 | ) |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
The following is a reconciliation of the numerator and denominator of basic and diluted earnings per share for the three and six months ended June 30, 2014 and 2013: | |||||||||||||||||
(In 000s, except per share data) | Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | June 30, | June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net loss - numerator for basic loss per share | $ | (517 | ) | $ | (1,101 | ) | $ | (10,113 | ) | $ | (5,051 | ) | |||||
Denominator: | |||||||||||||||||
Shares used for basic loss per share | 35,285 | 34,188 | 35,219 | 34,089 | |||||||||||||
Effect of dilutive securities outstanding: | |||||||||||||||||
Non-qualified stock options (1) | — | — | — | — | |||||||||||||
Restricted stock units (1) | — | — | — | — | |||||||||||||
Shares used for diluted loss per share (1) | 35,285 | 34,188 | 35,219 | 34,089 | |||||||||||||
Loss per share: | |||||||||||||||||
Basic | $ | (0.01 | ) | $ | (0.03 | ) | $ | (0.29 | ) | $ | (0.15 | ) | |||||
Diluted (1) | $ | (0.01 | ) | $ | (0.03 | ) | $ | (0.29 | ) | $ | (0.15 | ) | |||||
Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive: | |||||||||||||||||
Non-qualified stock options | 2,237 | 3,848 | 2,164 | 3,892 | |||||||||||||
Restricted stock units | 300 | 339 | 298 | 423 | |||||||||||||
Performance stock units | 1 | — | 7 | — | |||||||||||||
Warrants related to Cash Convertible Notes | 7,707 | — | 7,707 | — | |||||||||||||
CareFirst Convertible Note | 892 | — | 892 | — | |||||||||||||
CareFirst Warrants | 36 | — | 34 | — | |||||||||||||
(1) The assumed exercise of stock-based compensation awards for the three and six months ended June 30, 2014 and 2013 was not considered because the impact would be anti-dilutive. |
Accumulated_OCI_Tables
Accumulated OCI (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
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 six months ended June 30, 2014 and 2013: | |||||||||||||
(In $000s) | Net Change in Fair Value of Interest Rate Swaps | Foreign Currency Translation Adjustments | Total | ||||||||||
Accumulated OCI, net of tax, as of January 1, 2014 | $ | (513 | ) | $ | 106 | $ | (407 | ) | |||||
Other comprehensive income (loss) before reclassifications, net of tax | (150 | ) | 407 | 257 | |||||||||
Amounts reclassified from accumulated OCI, net of tax | 154 | — | 154 | ||||||||||
Net increase in other comprehensive income (loss), net of tax | 4 | 407 | 411 | ||||||||||
Accumulated OCI, net of tax, as of June 30, 2014 | $ | (509 | ) | $ | 513 | $ | 4 | ||||||
(In $000s) | 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 | 421 | (971 | ) | (550 | ) | ||||||||
Amounts reclassified from accumulated OCI, net of tax | 713 | — | 713 | ||||||||||
Net increase (decrease) in other comprehensive income (loss), net of tax | 1,134 | (971 | ) | 163 | |||||||||
Accumulated OCI, net of tax, as of June 30, 2013 | $ | (656 | ) | $ | (110 | ) | $ | (766 | ) | ||||
Reclassification out of Accumulated Other Comprehensive Income | ' | ||||||||||||
The following table provides details about reclassifications out of accumulated OCI for the six months ended June 30, 2014 and 2013: | |||||||||||||
Six Months Ended June 30, | Statement of Comprehensive | ||||||||||||
(In $000s) | 2014 | 2013 | Loss Classification | ||||||||||
Interest rate swaps | $ | 256 | $ | 1,180 | Interest expense | ||||||||
(102 | ) | (467 | ) | Income tax benefit | |||||||||
$ | 154 | $ | 713 | Net of tax |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Share-Based Compensation [Abstract] | ' | ' | ' | ' |
Share-based compensation costs | $1,858 | $1,920 | $3,558 | $3,458 |
Shares [Roll Forward] | ' | ' | ' | ' |
Outstanding, beginning of period (in shares) | ' | ' | 4,325 | ' |
Granted (in shares) | ' | ' | 98 | ' |
Exercised (in shares) | ' | ' | -106 | ' |
Forfeited (in shares) | ' | ' | -59 | ' |
Expired (in shares) | ' | ' | -28 | ' |
Outstanding, end of period (in shares) | 4,230 | ' | 4,230 | ' |
Exercisable, end of period (in shares) | 2,441 | ' | 2,441 | ' |
Weighted-Average Exercise Price [Roll Forward] | ' | ' | ' | ' |
Outstanding, beginning of period (in dollars per share) | ' | ' | $15.09 | ' |
Granted (in dollars per share) | ' | ' | $16.60 | ' |
Exercised (in dollars per share) | ' | ' | $12.39 | ' |
Forfeited (in dollars per share) | ' | ' | $13 | ' |
Expired (in dollars per share) | ' | ' | $33.49 | ' |
Outstanding, end of period (in dollars per share) | $15.09 | ' | $15.09 | ' |
Exercisable, end of period (in dollars per share) | $17.72 | ' | $17.72 | ' |
Weighted-Average Remaining Contractual Term (years) [Abstract] | ' | ' | ' | ' |
Outstanding at June 30, 2014 | ' | ' | '6 years 0 months 14 days | ' |
Exercisable at June 30, 2014 | ' | ' | '4 years 7 months 13 days | ' |
Aggregate Intrinsic Value [Abstract] | ' | ' | ' | ' |
Outstanding at June 30, 2014 | 20,135 | ' | 20,135 | ' |
Exercisable at June 30, 2014 | $9,335 | ' | $9,335 | ' |
Weighted average grant-date fair value of options per share (in dollars per share) | $9.10 | ' | $9.05 | ' |
Restricted Stock and Restricted Stock Units (RSUs) [Member] | ' | ' | ' | ' |
Shares [Roll Forward] | ' | ' | ' | ' |
Nonvested, beginning of period (in shares) | ' | ' | 841 | ' |
Granted (in shares) | ' | ' | 264 | ' |
Vested (in shares) | ' | ' | -160 | ' |
Forfeited (in shares) | ' | ' | -21 | ' |
Nonvested, end of period (in shares) | 924 | ' | 924 | ' |
Weighted-Average Grant Date Fair Value [Roll Forward] | ' | ' | ' | ' |
Nonvested, beginning of period (in dollars per share) | ' | ' | $10.44 | ' |
Granted (in dollars per share) | ' | ' | $16.71 | ' |
Vested (in dollars per share) | ' | ' | $10.92 | ' |
Forfeited (in dollars per share) | ' | ' | $11.16 | ' |
Nonvested, end of period (in dollars per share) | $12.14 | ' | $12.14 | ' |
Performance Shares [Member] | ' | ' | ' | ' |
Shares [Roll Forward] | ' | ' | ' | ' |
Nonvested, beginning of period (in shares) | ' | ' | 0 | ' |
Granted (in shares) | ' | ' | 303 | ' |
Vested (in shares) | ' | ' | 0 | ' |
Forfeited (in shares) | ' | ' | 0 | ' |
Nonvested, end of period (in shares) | 303 | ' | 303 | ' |
Weighted-Average Grant Date Fair Value [Roll Forward] | ' | ' | ' | ' |
Nonvested, beginning of period (in dollars per share) | ' | ' | $0 | ' |
Granted (in dollars per share) | ' | ' | $14.74 | ' |
Vested (in dollars per share) | ' | ' | $0 | ' |
Forfeited (in dollars per share) | ' | ' | $0 | ' |
Nonvested, end of period (in dollars per share) | $14.74 | ' | $14.74 | ' |
Income_Taxes_Details
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Taxes [Abstract] | ' | ' | ' | ' |
Effective tax rate | 36.50% | 33.30% | 35.60% | 34.40% |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jul. 16, 2013 | Jul. 01, 2018 | Jul. 16, 2013 | Oct. 01, 2019 | Oct. 01, 2013 | |
Cash Convertible Notes [Member] | Cash Convertible Notes [Member] | CareFirst Convertible Note [Member] | CareFirst Convertible Note [Member] | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Date of Registration Rights Agreement | ' | ' | ' | ' | ' | ' | ' | 1-Oct-13 |
Debt Instrument, Issuance Date | ' | ' | ' | ' | ' | 16-Jul-13 | ' | 1-Oct-13 |
Debt Instrument, Maturity Date | ' | ' | ' | ' | 1-Jul-18 | ' | 1-Oct-19 | ' |
Debt Instrument, Interest Rate, Effective Percentage | 5.66% | 5.66% | ' | ' | ' | ' | ' | ' |
Amortization of debt discount | $1,672,000 | $3,303,000 | $0 | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Ratio | ' | ' | ' | ' | ' | 51.38 | ' | 22.41 |
Deferred Finance Costs, Gross | ' | ' | ' | ' | ' | 3,939,543 | ' | ' |
Interest Rate for Notes | ' | ' | ' | ' | ' | 1.50% | ' | 4.75% |
Aggregate Principal of convertible notes | ' | ' | ' | ' | ' | 150,000,000 | ' | 20,000,000 |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | $19.46 | ' | ' |
Derivative Asset, Notional Amount | 20,900,000 | 20,900,000 | ' | ' | ' | ' | ' | ' |
Payments for Hedge, Financing Activities | ' | ' | ' | ' | ' | 36,750,000 | ' | ' |
Warrants Strike Price | ' | ' | ' | $25.95 | ' | ' | ' | ' |
Conversion price premium percentage | ' | ' | ' | 60.00% | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | $36,750,000 | ' | ' | ' | ' |
CareFirst Warrant Shares for one year period | 400,000 | ' | ' | ' | ' | ' | ' | ' |
CareFirst Warrant Shares Maximum | 1,600,000 | ' | ' | ' | ' | ' | ' | ' |
CareFirst Warrants Issued | 73,761 | 73,761 | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_Line_of_Credit_a
Long-Term Debt, Line of Credit and Term Loan (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 08, 2017 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Initiation date | ' | 8-Jun-12 | ' | ' | ' |
Maximum borrowing capacity | ' | $200,000,000 | ' | $200,000,000 | ' |
Credit Facility Expiration date | 8-Jun-17 | ' | ' | ' | ' |
Amount outstanding | ' | 105,000,000 | ' | 105,000,000 | ' |
Availability under the Revolving Credit Facility under most restrictive covenant | ' | 41,300,000 | ' | 41,300,000 | ' |
Basis spread on variable rate increased (in hundredths) | ' | 0.25% | ' | 0.25% | ' |
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. | ' |
Legal settlement charges | ' | 0 | 0 | 9,363,000 | 0 |
Fifth Amended Credit Agreement [Member] | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
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. | ' | ' | ' |
Line of Credit Facility, 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 | ' | 75,000,000 | ' | 75,000,000 | ' |
Swingline Sub Facility [Member] | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | 20,000,000 | ' | 20,000,000 | ' |
Term Loan Facility [Member] | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Maturity date | 8-Jun-17 | ' | ' | ' | ' |
Uncommitted Incremental Accordion Facility [Member] | ' | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | $200,000,000 | ' | $200,000,000 | ' |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging Activities (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | |
Effective in 2015 [Member] | Forward Contracts [Member] | Forward Contracts [Member] | Forward Contracts [Member] | Forward Contracts [Member] | Forward Contracts [Member] | Forward Contracts [Member] | Forward Contracts [Member] | Forward Contracts [Member] | Swap [Member] | Swap [Member] | Swap [Member] | Swap [Member] | Swap [Member] | Swap [Member] | Swap [Member] | Swap [Member] | Swap [Member] | Swap [Member] | Swap [Member] | Swap [Member] | Interest Rate Swap Agreements [Member] | Interest Rate Swap Agreements [Member] | Interest Rate Swap Agreements [Member] | Interest Rate Swap Agreements [Member] | Interest Rate Swap Agreements [Member] | Foreign Currency Exchange Contracts [Member] | Foreign Currency Exchange Contracts [Member] | Foreign Currency Exchange Contracts [Member] | Foreign Currency Exchange Contracts [Member] | Foreign Currency Exchange Contracts [Member] | Foreign Currency Exchange Contracts [Member] | Foreign Currency Exchange Contracts [Member] | Embedded Derivative Financial Instruments [Member] | Embedded Derivative Financial Instruments [Member] | Embedded Derivative Financial Instruments [Member] | Embedded Derivative Financial Instruments [Member] | Embedded Derivative Financial Instruments [Member] | Embedded Derivative Financial Instruments [Member] | Embedded Derivative Financial Instruments [Member] | Embedded Derivative Financial Instruments [Member] | Embedded Derivative Financial Instruments [Member] | Embedded Derivative Financial Instruments [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 Convertible Notes Hedge [Member] | Cash Convertible Notes Hedge [Member] | Cash Convertible Notes Hedge [Member] | Cash Conversion Derivative [Member] | Cash Conversion Derivative [Member] | |||||
Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Effective in 2014 [Member] | Derivatives Designated as Hedging Instruments [Member] | Swap [Member] | Swap [Member] | Forward Contracts [Member] | Forward Contracts [Member] | Forward Contracts [Member] | Forward Contracts [Member] | Forward Contracts [Member] | Forward Contracts [Member] | Forward Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | |||||||
Other Current Assets [Member] | Other Current Assets [Member] | Other Noncurrent Assets [Member] | Other Noncurrent Assets [Member] | Accrued Liabilities [Member] | Other Current Assets [Member] | Other Current Assets [Member] | Accrued Liabilities [Member] | Other Noncurrent Assets [Member] | Other Noncurrent Assets [Member] | Accrued Liabilities [Member] | Accrued Liabilities [Member] | Other Long-Term Liabilities [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member] | Accrued Liabilities [Member] | Accrued Liabilities [Member] | Accrued Liabilities [Member] | Other Long-Term Liabilities [Member] | Other Long-Term Liabilities [Member] | Other Current Assets [Member] | Other Current Assets [Member] | Other Noncurrent Assets [Member] | Other Noncurrent Assets [Member] | ||||||||||||||||||||||||||
Accrued Liabilities [Member] | Other Long-Term Liabilities [Member] | Accrued Liabilities [Member] | Accrued Liabilities [Member] | Accrued Liabilities [Member] | Other Long-Term Liabilities [Member] | Other Long-Term Liabilities [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Derivatives, Fair Value [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current notional amount at 06/30/14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $145,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount effective in future | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Description of variable rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR (as defined in Note 5) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lower variable interest rate range (in hundredths) | 0.69% | ' | 0.69% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Higher variable interest rate range (in hundredths) | 1.48% | ' | 1.48% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Values of Derivative Instruments [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets | ' | ' | ' | ' | ' | 56,000 | 178,000 | 56,000 | 178,000 | 0 | 0 | ' | ' | 0 | 0 | 0 | 0 | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,346,000 | 27,766,000 | 0 | 0 | 37,346,000 | 27,766,000 | ' | ' |
Liabilities | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | 227,000 | 0 | 0 | 0 | ' | ' | 0 | ' | ' | 583,000 | 505,000 | 0 | 0 | 505,000 | ' | ' | ' | 0 | 583,000 | 0 | 227,000 | 67,000 | 67,000 | 0 | 0 | 0 | 37,346,000 | 27,766,000 | 0 | 0 | 37,346,000 | 27,766,000 | 0 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification of net losses on interest rate swap agreements from accumulated OCI to interest expense within the next 12 months | 400,000 | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivatives in Cash Flow Hedging Relationships [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect | 216,000 | -754,000 | 281,000 | -696,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect | 130,000 | 551,000 | 256,000 | 1,180,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gains or losses on cash flow hedges recognized in our consolidated statements of comprehensive income (loss) resulting from hedge ineffectiveness | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,849,000 | 9,580,000 | ' | ' | ' | ' | ' | ' | -1,849,000 | -9,580,000 |
Notional amount of foreign currency exchange contracts | $20,900,000 | ' | $20,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 |
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 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 Convertible Notes Hedge [Member] | Cash Convertible Notes Hedge [Member] | Cash Convertible Notes [Member] | Cash Conversion Derivative [Member] | Cash Conversion Derivative [Member] | Cash Conversion Derivative [Member] | Cash Conversion Derivative [Member] | Cash Conversion Derivative [Member] | Cash Conversion Derivative [Member] | Cash Conversion Derivative [Member] | Cash Conversion Derivative [Member] | Cash Conversion Derivative [Member] | Cash Conversion Derivative [Member] | Cash Conversion Derivative [Member] | Cash Conversion Derivative [Member] | CareFirst Convertible Note [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 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] | |||||||||||
Assets [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets, Fair Value | ' | ' | ' | ' | $56,000 | $178,000 | $0 | $0 | $56,000 | $178,000 | ($9,000) | ($57,000) | $47,000 | $121,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | $37,346,000 | $27,766,000 | $37,346,000 | $27,766,000 | $0 | $0 | $37,346,000 | $27,766,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities, Fair Value | ' | ' | ' | ' | 227,000 | 67,000 | 0 | 0 | 227,000 | 67,000 | -9,000 | -57,000 | 218,000 | 10,000 | 583,000 | 505,000 | 0 | 0 | 583,000 | 505,000 | 0 | 0 | 583,000 | 505,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 37,346,000 | 27,766,000 | 37,346,000 | 27,766,000 | 0 | 0 | 37,346,000 | 27,766,000 | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, (Sales), Issuances, (Settlements) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at beginning of period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,766,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -27,766,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchases into Level 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuances into Level 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gains/(Losses) included in Earnings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,580,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -9,580,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at end of period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,346,000 | 37,346,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -37,346,000 | -37,346,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | 2,427,000 | 2,584,000 | 2,251,000 | 1,759,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying Amount of Outstanding borrowings under the Fifth Amended Credit Agreement | 106,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value of Outstanding borrowings under the Fifth Amended Credit Agreement | 106,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate Principal of convertible notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Carrying Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 119,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 |
Debt Instrument, Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $164,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20,000,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 1 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2015 | Apr. 30, 2014 | Jun. 30, 2014 |
Contractual Commitment [Abstract] | ' | ' | ' |
Legal Settlement Amount paid in April 2014 | ' | $4 | ' |
Legal Settlement Amount due January 2015 | 5.5 | ' | ' |
Minimum remaining contractual cash obligations | ' | ' | 38.3 |
Total minimum payments required under outsourcing agreement over remaining term | ' | ' | 135.4 |
Estimate of remaining payments pursuant to outsourcing agreement | ' | ' | $280.60 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||||
Numerator [Abstract] | ' | ' | ' | ' | ||||
Net loss - numerator for basic loss per share | ($517) | ($1,101) | ($10,113) | ($5,051) | ||||
Denominator [Abstract] | ' | ' | ' | ' | ||||
Shares used for basic loss per share (in shares) | 35,285 | 34,188 | 35,219 | 34,089 | ||||
Shares used for diluted loss per share (in shares) | 35,285 | [1] | 34,188 | [1] | 35,219 | [1] | 34,089 | [1] |
Loss per share [Abstract] | ' | ' | ' | ' | ||||
Basic (in dollars per share) | ($0.01) | ($0.03) | ($0.29) | ($0.15) | ||||
Diluted (in dollars per share) | ($0.01) | [1] | ($0.03) | [1] | ($0.29) | [1] | ($0.15) | [1] |
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 loss per share because their effect is antidilutive (in shares) | 2,237 | 3,848 | 2,164 | 3,892 | ||||
Restricted Stock Units [Member] | ' | ' | ' | ' | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ||||
Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive (in shares) | 300 | 339 | 298 | 423 | ||||
Performance Stock Units | ' | ' | ' | ' | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ||||
Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive (in shares) | 1 | 0 | 7 | 0 | ||||
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 loss per share because their effect is antidilutive (in shares) | 7,707 | 0 | 7,707 | 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 loss per share because their effect is antidilutive (in shares) | 892 | 0 | 892 | 0 | ||||
CareFirst Warrants | ' | ' | ' | ' | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ||||
Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive (in shares) | 36 | 0 | 34 | 0 | ||||
Non-Qualified Stock Options [Member] | ' | ' | ' | ' | ||||
Denominator [Abstract] | ' | ' | ' | ' | ||||
Effect of dilutive stock options and restricted stock units outstanding (in shares) | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] |
Restricted Stock Units [Member] | ' | ' | ' | ' | ||||
Denominator [Abstract] | ' | ' | ' | ' | ||||
Effect of dilutive stock options and restricted stock units outstanding (in shares) | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] |
[1] | The assumed exercise of stock-based compensation awards for the three and six months ended June 30, 2014 and 2013 was not considered because the impact would be anti-dilutive. |
Accumulated_OCI_Details
Accumulated OCI (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Accumulated Other Comprehensive Income Loss [Line Items] | ' | ' | ' | ' |
Accumulated OCI, net of tax Beginning Balance | ' | ' | ($407) | ($929) |
Other comprehensive loss before reclassifications, net of tax | ' | ' | 257 | -550 |
Amounts reclassified from accumulated OCI, net of tax | ' | ' | 154 | 713 |
Net increase (decrease) in other comprehensive income (loss), net of tax | ' | ' | 411 | 163 |
Accumulated OCI, net of tax Ending Balance | 4 | -766 | 4 | -766 |
Reclassification adjustments out of AOCI [Abstract] | ' | ' | ' | ' |
Reclassification to interest expense | -4,516 | -3,158 | -8,899 | -6,479 |
Amounts reclassified from accumulated other comprehensive income to: [Member] | ' | ' | ' | ' |
Reclassification adjustments out of AOCI [Abstract] | ' | ' | ' | ' |
Reclassification to interest expense | ' | ' | 256 | 1,180 |
Tax effect of reclassification | ' | ' | -102 | -467 |
Reclassification Adjustment on Derivatives Included in Net Income | ' | ' | 154 | 713 |
Net Change in Fair Value of Interest Rate Swaps [Member] | ' | ' | ' | ' |
Accumulated Other Comprehensive Income Loss [Line Items] | ' | ' | ' | ' |
Accumulated OCI, net of tax Beginning Balance | ' | ' | -513 | -1,790 |
Other comprehensive loss before reclassifications, net of tax | ' | ' | -150 | 421 |
Amounts reclassified from accumulated OCI, net of tax | ' | ' | 154 | 713 |
Net increase (decrease) in other comprehensive income (loss), net of tax | ' | ' | 4 | 1,134 |
Accumulated OCI, net of tax Ending Balance | -509 | -656 | -509 | -656 |
Foreign Currency Translation Adjustments [Member] | ' | ' | ' | ' |
Accumulated Other Comprehensive Income Loss [Line Items] | ' | ' | ' | ' |
Accumulated OCI, net of tax Beginning Balance | ' | ' | 106 | 861 |
Other comprehensive loss before reclassifications, net of tax | ' | ' | 407 | -971 |
Amounts reclassified from accumulated OCI, net of tax | ' | ' | 0 | 0 |
Net increase (decrease) in other comprehensive income (loss), net of tax | ' | ' | 407 | -971 |
Accumulated OCI, net of tax Ending Balance | $513 | ($110) | $513 | ($110) |