Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 03, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Healthways, Inc. | |
Entity Central Index Key | 704,415 | |
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 | 36,039,083 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 1,765 | $ 1,765 |
Accounts receivable, net | 123,926 | 126,559 |
Prepaid expenses | 10,657 | 10,680 |
Other current assets | 6,386 | 7,662 |
Income taxes receivable | 1,529 | 2,917 |
Deferred tax asset | 7,148 | 13,118 |
Total current assets | 151,411 | 162,701 |
Property and equipment: | ||
Leasehold improvements | 39,020 | 39,285 |
Computer equipment and related software | 356,595 | 316,808 |
Furniture and office equipment | 23,214 | 23,257 |
Capital projects in process | 24,905 | 38,389 |
Property and equipment, gross | 443,734 | 417,739 |
Less accumulated depreciation | (282,511) | (252,043) |
Property and equipment, net | 161,223 | 165,696 |
Other assets | 26,231 | 75,550 |
Intangible assets, net | 64,762 | 69,161 |
Goodwill, net | 338,800 | 338,800 |
Total assets | 742,427 | 811,908 |
Current liabilities: | ||
Accounts payable | 37,951 | 37,204 |
Accrued salaries and benefits | 19,174 | 24,198 |
Accrued liabilities | 54,819 | 62,674 |
Deferred revenue | 7,984 | 8,282 |
Contract billings in excess of earned revenue | 15,172 | 15,232 |
Current portion of long-term debt | 23,622 | 20,613 |
Current portion of long-term liabilities | 3,390 | 2,127 |
Total current liabilities | 162,112 | 170,330 |
Long-term debt | 228,277 | 231,112 |
Long-term deferred tax liability | 19,291 | 32,883 |
Other long-term liabilities | 36,661 | 72,993 |
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, 36,022,426 and 35,511,221 shares outstanding, respectively | 36 | 35 |
Additional paid-in capital | 298,969 | 292,346 |
Retained earnings | 29,086 | 42,439 |
Treasury stock, at cost, 2,254,953 shares in treasury | (28,182) | (28,182) |
Accumulated other comprehensive loss | (4,440) | (2,048) |
Total Healthways, Inc. stockholders' equity | 295,469 | 304,590 |
Non-controlling interest | 617 | 0 |
Total stockholders' equity | 296,086 | 304,590 |
Total liabilities and stockholders' equity | $ 742,427 | $ 811,908 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
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) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares outstanding (in shares) | 36,022,426 | 35,511,221 |
Treasury stock (in shares) | 2,254,953 | 2,254,953 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) [Abstract] | |||||
Revenues | $ 196,382 | $ 185,656 | $ 584,317 | $ 543,047 | |
Cost of services (exclusive of depreciation and amortization of $9,864, $9,392, $29,205 and $28,368, respectively, included below) | 159,053 | 148,950 | 479,147 | 443,574 | |
Selling, general and administrative expenses | 14,467 | 15,756 | 51,644 | 49,086 | |
Depreciation and amortization | 12,238 | 13,378 | 37,099 | 40,250 | |
Restructuring and related charges | 1,752 | 0 | 1,752 | 0 | |
Legal settlement charges | 0 | 0 | 0 | 9,363 | |
Operating income (loss) | 8,872 | 7,572 | 14,675 | 774 | |
Interest expense | 4,433 | 4,574 | 13,485 | 13,472 | |
Equity in loss from joint ventures | (19,602) | 0 | (20,443) | 0 | |
Income (loss) before income taxes | (15,163) | 2,998 | (19,253) | (12,698) | |
Income tax expense (benefit) | (6,020) | 1,025 | (7,313) | (4,559) | |
Net income (loss) | (9,143) | 1,973 | (11,940) | (8,139) | |
Less: net loss attributable to non-controlling interest | (117) | 0 | (420) | 0 | |
Net income (loss) attributable to Healthways, Inc. | $ (9,026) | $ 1,973 | $ (11,520) | $ (8,139) | |
Earnings (loss) per share attributable to Healthways, Inc. | |||||
Basic (in dollars per share) | $ (0.25) | $ 0.06 | $ (0.32) | $ (0.23) | |
Diluted (in dollars per share) | [1] | $ (0.25) | $ 0.05 | $ (0.32) | $ (0.23) |
Comprehensive income (loss) | $ (10,442) | $ 849 | $ (14,494) | $ (8,853) | |
Comprehensive loss attributable to non-controlling interest | (284) | 0 | (582) | 0 | |
Comprehensive income (loss) attributable to Healthways, Inc. | $ (10,158) | $ 849 | $ (13,912) | $ (8,853) | |
Weighted average common shares and equivalents: | |||||
Basic (in shares) | 35,939 | 35,351 | 35,756 | 35,263 | |
Diluted (in shares) | [1] | 35,939 | 36,477 | 35,756 | 35,263 |
[1] | The impact of potentially dilutive securities for the three and nine months ended September 30, 2015 and the nine months ended September 30, 2014 was not considered because the effect would be anti-dilutive in each of those periods. |
CONSOLIDATED STATEMENTS OF COM5
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) [Abstract] | ||||
Cost of services, depreciation and amortization | $ 9,864 | $ 9,392 | $ 29,205 | $ 28,368 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2014 | $ 0 | $ 35 | $ 292,346 | $ 42,439 | $ (28,182) | $ (2,048) | $ 0 | $ 304,590 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss attributable to Healthways, Inc. | 0 | 0 | 0 | (11,520) | 0 | 0 | 0 | (11,520) |
Net loss attributable to non-controlling interest | 0 | 0 | 0 | 0 | 0 | 0 | (420) | (420) |
Net change in fair value of interest rate swaps, net of income tax benefit of $45 | 0 | 0 | 0 | 0 | 0 | (15) | 0 | (15) |
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 0 | (2,377) | (162) | (2,539) |
Total other comprehensive loss | 0 | 0 | 0 | 0 | 0 | (2,392) | (162) | (2,554) |
Total comprehensive loss | 0 | 0 | 0 | (11,520) | 0 | (2,392) | (582) | (14,494) |
Exercise of stock options | 0 | 1 | 2,463 | 0 | 0 | 0 | 0 | 2,464 |
Repurchase of common stock | 0 | 0 | 0 | (1,833) | 0 | 0 | 0 | (1,833) |
Tax effect of stock options and restricted stock units | 0 | 0 | (5,231) | 0 | 0 | 0 | 0 | (5,231) |
Share-based employee compensation expense | 0 | 0 | 7,539 | 0 | 0 | 0 | 0 | 7,539 |
Issuance of CareFirst Warrants | 0 | 0 | 1,436 | 0 | 0 | 0 | 0 | 1,436 |
Proceeds from non-controlling interest | 0 | 0 | 416 | 0 | 0 | 0 | 1,199 | 1,615 |
Balance at Sep. 30, 2015 | $ 0 | $ 36 | $ 298,969 | $ 29,086 | $ (28,182) | $ (4,440) | $ 617 | $ 296,086 |
CONSOLIDATED STATEMENTS OF COM7
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) [Abstract] | |
Net change in fair value of interest rate swaps, net of income tax benefit of $60 | $ (60) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (11,940) | $ (8,139) |
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities: | ||
Depreciation and amortization | 37,099 | 40,250 |
Amortization of deferred loan costs | 1,481 | 1,390 |
Amortization of debt discount | 5,308 | 5,018 |
Share-based employee compensation expense | 7,539 | 5,867 |
Equity in loss from joint ventures | 20,443 | 0 |
Deferred income taxes | (8,046) | (6,464) |
Excess tax benefits from share-based payment arrangements | 0 | (340) |
Decrease (increase) in accounts receivable, net | 1,828 | (25,482) |
Decrease in other current assets | 558 | 1,867 |
Increase (decrease) in accounts payable | 1,281 | (7,591) |
Decrease in accrued salaries and benefits | (6,518) | (3,404) |
(Decrease) increase in other current liabilities | (7,216) | 20,561 |
Other | (2,990) | 8,786 |
Net cash flows provided by operating activities | 38,827 | 32,319 |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (26,390) | (31,927) |
Investment in joint ventures | (6,075) | (5,425) |
Other | (851) | (893) |
Net cash flows used in investing activities | (33,316) | (38,245) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt | 461,456 | 350,750 |
Payments of long-term debt | (468,334) | (357,962) |
Deferred loan costs | 0 | (88) |
Excess tax benefits from share-based payment arrangements | 0 | 340 |
Exercise of stock options | 2,464 | 1,498 |
Repurchase of common stock | (1,833) | 0 |
Proceeds from non-controlling Interests | 1,615 | 0 |
Change in cash overdraft and other | 1,005 | 11,221 |
Net cash flows (used in) provided by financing activities | (3,627) | 5,759 |
Effect of exchange rate changes on cash | (1,884) | (709) |
Net increase (decrease) in cash and cash equivalents | 0 | (876) |
Cash and cash equivalents, beginning of period | 1,765 | 2,584 |
Cash and cash equivalents, end of period | $ 1,765 | $ 1,708 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
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 statement. We have reclassified certain items in prior periods to conform to current classifications. 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, 2014. On March 11, 2015, we formed a joint venture with SulAmérica, one of the largest independent insurers in Brazil, to sell total population health services to the Brazilian market. With its contribution, SulAmérica acquired a 49% interest in the joint venture, Healthways Brasil Servicos De Consultoria LTDA ("Healthways Brazil"). We have determined that our interest in Healthways Brazil represents a controlling financial interest and, therefore, have consolidated the financial statements of Healthways Brazil and have presented a |
Recent Accounting Standards
Recent Accounting Standards | 9 Months Ended |
Sep. 30, 2015 | |
Recent Accounting Standards [Abstract] | |
Recent Accounting Standards | (2) Recent Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update In June 2014, the FASB issued ASU No. 2014-12, "Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period" ("ASU 2014-12"). ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. ASU 2014-12 is effective for annual periods beginning after December 15, 2015, including interim periods within those annual periods, with earlier adoption permitted. The adoption of ASU 2014-12 is not expected to have a material effect on our financial position or results of operations. In April 2015, the FASB issued ASU " ("ASU 2015-03"), |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | (3) Share-Based Compensation We currently have five types of share-based awards outstanding to our employees and directors: stock options, restricted stock units, restricted stock, market stock units and performance-based stock units. We believe that our share-based awards align the interests of our employees and directors with those of our stockholders. We estimate share-based compensation expense based on the number of awards expected to vest, after consideration of expected forfeitures and estimated vesting of performance-based stock units. We recognize share-based compensation expense for the market stock units if the requisite service period is rendered, even if the market condition is never satisfied. For the three and nine months ended September 30, 2015, we recognized share-based compensation costs of $1.7 million $7.5 million A summary of our stock options as of Septemb Shares (000s) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($000s) Options Outstanding at January 1, 2015 3,564 $ 13.01 Granted — — Exercised (900 ) 10.08 Forfeited (100 ) 11.42 Expired (396 ) 18.26 Outstanding at September 30, 2015 2,168 13.35 5.80 $ 1,570 Exercisable at September 30, 2015 1,520 $ 13.74 5.23 $ 1,119 There were no stock options granted during the three or nine months ended September 30, 2015. The following table shows a summary of our restricted stock and restricted stock units as of September 30, 2015, as well as activity during the nine months then ended: Restricted Stock and Restricted Stock Units Shares (000s) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2015 1,047 $ 13.15 Granted 896 12.44 Vested (327 ) 13.04 Forfeited (161 ) 13.38 Nonvested at September 30, 2015 1,455 $ 12.74 Market stock units granted during the three months ended September 30, 2015 have a multi-year performance period ending in 2018 and vest three years from the grant date. Performance-based stock units have a multi-year performance period ending on December 31, 2015 and vest four years from the grant date. The following table shows a summary of our market stock units and performance-based stock units as of September 30, 2015, as well as activity during the nine months then ended: Performance Market Stock Units Shares (000s) Weighted- Average Grant Date Fair Value Shares (000s) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2015 341 $ 14.77 — $ — Granted — — 108 11.75 Vested — — — — Forfeited (28 ) 14.74 — — Nonvested at September 30, 2015 313 $ 14.77 108 $ 11.75 At |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | (4) Income Taxes For the three months ended September 30, 2015, we had an effective tax benefit rate of 39.7%, compared to an effective income tax rate of 34.2% for the three months ended September 30, 2014. For the nine months ended September 30, 2015, we had an effective tax benefit rate of 38.0% compared to 35.9% for the nine months ended September 30, 2014. The change in the effective rates was primarily due to the smaller base of pre-tax income (loss) for the three and nine months ended September 30, 2014 compared to the same periods in 2015 in relation to certain unrecognized tax benefits and non-deductible expenses. 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 2012 to present. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | (5) Long-Term Debt The Company's long-term debt consists of the following at September 30, 2015 and December 31, 2014: (In thousands) September 30, 2015 December 31, 2014 Cash Convertible Notes, net of unamortized discount $ 128,456 $ 123,148 CareFirst Convertible Note 20,000 20,000 Fifth Amended Credit Agreement: Term Loan 85,000 97,500 Revolver 12,300 4,950 Capital lease obligations and other 6,143 6,127 251,899 251,725 Less: current portion (23,622 ) (20,613 ) $ 228,277 $ 231,112 1.50% Cash Convertible Senior Notes Due 2018 On July 16, 2013, we completed the issuance of $150.0 million aggregate principal amount of cash convertible senior notes due 2018 (the "Cash Convertible Notes"), which bear interest at a rate of 1.50% per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2014. The Cash Convertible Notes will mature on July 1, 2018, unless earlier repurchased or converted into cash in accordance with their terms prior to such date. At the option of the holders, the Cash Convertible Notes are convertible into cash based on the conversion rate set forth below only upon occurrence of certain triggering events as defined in the Indenture dated as of July 8, 2013 by and between the Company and U.S. Bank National Association, none of which had occurred as of September 30, 2015. Accordingly, we have classified the Cash Convertible Notes as long-term debt at September 30, 2015 and December 31, 2014. The Cash Convertible Notes 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, 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 7 for additional information regarding the Cash Convertible Notes Hedges and the Cash Conversion Derivative and their fair values as of September 30, 2015. 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 approximately $25.95 per share, which effectively increases the conversion price of the Cash Convertible Notes to a 60% premium to our stock price on July 1, 2013. The Warrants will be net share settled by issuing a number of shares of our common stock per Warrant corresponding to the excess of the market price per share of our common stock (as measured on each warrant exercise date under the terms of the Warrants) over the applicable strike price of the Warrants. The Warrants meet the definition of derivatives under the guidance in ASC Topic 815; however, because these instruments have been determined to be indexed to our own stock and meet the criteria for equity classification under ASC Topic 815-40, the Warrants have been accounted for as an adjustment to our additional paid-in-capital. If the market value per share of our common stock exceeds the strike price of the Warrants, the Warrants will have a dilutive effect on net income per share, and the "treasury stock" method will be used in calculating the dilutive effect on earnings per share. CareFirst Convertible Note On October 1, 2013, we entered into an Investment Agreement (the "Investment Agreement") with CareFirst Holdings, LLC ("CareFirst"), which is in addition to certain existing commercial agreements between us and CareFirst relating to, among other things, disease management and care coordination services (the "Commercial Agreements"). Pursuant to the Investment Agreement, we issued to CareFirst a convertible subordinated promissory note in the aggregate original principal amount of $20 million (the "CareFirst Convertible Note") for a purchase price of $20 million. The CareFirst Convertible Note bears interest at a rate of 4.75% per year, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each calendar year, beginning on December 31, 2013. The CareFirst Convertible Note may be prepaid only under limited circumstances and upon the terms and conditions specified therein. If the CareFirst Convertible Note has not been fully converted or redeemed in accordance with its terms, it will mature on October 1, 2019. The CareFirst Convertible Note is subordinate in right of payment to the prior payment in full of (a) all 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. As of September 30, 2015, we had issued CareFirst Warrant Shares totaling 432,061 at a weighted average exercise price of $17.42. These CareFirst Warrants may 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") $85.0 $100.0 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 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 14, 2014 and December 29, 2014, we entered into additional amendments to the Fifth Amended Credit Agreement, which, among other things, (1) amended the calculation of consolidated EBITDA to exclude the Blue Cross Blue Shield of Minnesota ("BCBSMN") legal settlement in 2014 and, for any period that includes a fiscal quarter ending on or before December 31, 2015, On October 27, 2015, we entered into a Seventh Amendment to the Fifth Amended Credit Agreement (the "Seventh Amendment"), which provides that the expense incurred by us in the following matters will be excluded from the calculation of consolidated EBITDA for purposes of the Fifth Amended Credit Agreement: (1) operational improvement and restructuring charges incurred from July 1, 2015 through March 31, 2017, not to exceed $27.5 million in the aggregate; (2) cash severance charges in connection with the departure of our former chief executive officer during the quarter ended June 30, 2015 not to exceed $2.2 million in the aggregate; and (3) expense incurred in connection with the grant of certain cash inducement awards to our new chief executive officer in an aggregate amount not to exceed approximately $1.3 million. The Seventh Amendment also reduced the amount available for borrowing under the revolving credit facility from $200.0 million to $125.0 million. As of September 30, 2015, availability under the revolving credit facility totaled $129.9 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) 1.875% of the original aggregate principal amount of the term loans during each of the four quarters beginning with the quarter ending September 30, 2014, and (2) 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. 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Junk Fax Prevention Act Lawsuits On September 16, 2014, Healthways and its wholly owned subsidiary, Healthways WholeHealth Networks, Inc. ("HWHN"), were named in a putative class action lawsuit filed by Edward Simon, DC in the Superior Court of California, County of Los Angeles, seeking damages and other relief relating to alleged violations of the Telephone Consumer Protection Act ("TCPA"), as amended by the Junk Fax Prevention Act ("JFPA"), in connection with faxes allegedly transmitted to members of HWHN's network of complementary and alternative care practitioners. The JFPA prohibits sending an "unsolicited advertisement" to a fax machine and requires the sender to provide a notice to allow a recipient to "opt out" of future fax transmissions (including, pursuant to rules promulgated by the Federal Communications Commission ("FCC"), those sent with the prior express invitation or permission of the recipient). The complaint seeks damages in excess of $5 million. The case has been removed to the United States District Court for the Central District of California, Eastern Division ("California Matter"). On December 22, 2014, HWHN was also named in a putative class action lawsuit filed by Affiliated Health Care Associates, P.C. in the United States District Court for the Northern District of Illinois, Eastern Division ("Illinois Matter"), seeking damages and other relief relating to alleged violations of the TCPA, the Illinois Consumer Fraud and Deceptive Business Practices Act, and Illinois common law in connection with faxes allegedly sent to members of HWHN's network of complementary and alternative care practitioners. The complaint seeks damages in an unstated amount. On May 29, 2015, the plaintiff in the Illinois Matter voluntarily dismissed its lawsuit without prejudice; that plaintiff has been joined as a party in the California Matter. We deny the claims and intend to vigorously defend these actions. In connection with these actions, on March 2, 2015, Healthways and HWHN filed with the FCC a Petition for Retroactive Waiver ("Waiver Petition") of the FCC's regulation that requires advertising faxes sent with the prior express invitation or permission of the recipient to include an "opt-out" notice. On August 28, 2015, the FCC granted the Company relief requested in the Waiver Petition . We cannot predict the impact on the California Matter of the F CC' . Performance Award Lawsuit On September 4, 2012, Milton Pfeiffer, claiming to be a stockholder of the Company, filed a putative derivative action against the Company and the Board in Delaware Chancery 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 by granting Ben R. Leedle, Jr., then 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. 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. On May 15, 2015, in connection with the termination of Mr. Leedle's employment, the Board ratified the awards to Mr. Leedle pursuant to Section 204 of the Delaware General Corporate Law and subsequently sent notice of the ratification to shareholders. No shareholder filed a timely objection to the ratification. Upon the expiration of the time period for shareholders to object to the ratification, the Company took the position that the ratification rendered the Plaintiff's claims moot. The parties then agreed to submit a stipulation of dismissal of the case to the Court. On October 30, 2015, the Court entered an Order that dismissed the case with prejudice with respect to Plaintiff Milton Pfeiffer as moot but without prejudice to the proposed class. No compensation in any form passed to the Plaintiff or to Plaintiff's attorneys. The Order preserves the right of counsel for Milton Pfeiffer to petition the Court for an award of attorneys' fees. 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, some of which are expected to be covered by insurance policies, will have a material adverse effect on our financial condition or results of operations. As these matters are subject to inherent uncertainties, our view of these matters may change in the future. Contractual Commitments In January 2008, we entered into a 25-year strategic relationship agreement with Gallup with minimum remaining contractual obligations totaling $17.3 million. We also entered into a global joint venture agreement with Gallup in October 2012 (the "Gallup Joint Venture") that requires us to make payments over a 5-year period beginning January 2013. We have minimum remaining contractual cash obligations of $11.6 million to acquire additional membership interest in the Gallup Joint Venture. 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 $101.2 $209.1 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
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 Nonrecurring Basis We account for our investment in the Gallup Joint Venture using the equity method under ASC Topic 323. In the third quarter of 2015, we observed factors causing a decline in future revenue projections of the Gallup Joint Venture as an indicator of an other than temporary impairment of the investment. Accordingly, we estimated the fair value of our investment using a discounted cash flow model. Estimating fair value requires significant judgments, including management's estimate of future cash flows, which is dependent on internal forecasts, estimation of the long-term growth rate for the joint venture, the useful life over which cash flows will occur, and determination of the weighted average cost of capital. Changes in these estimates and assumptions could materially affect the estimate of fair value. Based on our estimate of fair value, we determined that the carrying value of the investment of $17.0 million was impaired and recorded an impairment charge of $12.2 million as equity in loss from joint ventures in the consolidated statements of comprehensive income (loss). In addition, we determined that the present value of our remaining contractual cash obligations related to the Gallup Joint Venture exceeded the estimated fair value, resulting in the recognition of a liability associated with the forward option to acquire additional membership interest at September 30, 2015 (the "Gallup Derivative"). The Gallup Derivative was recorded as a derivative liability at September 30, 2015 in accordance with FASB ASC Topic 815 and will be carried at fair value. 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 September 30, 2015 and December 31, 2014: (In $000s) September 30, 2015 Level 2 Level 3 Gross Fair Value Netting (1) Net Fair Value Assets: Foreign currency exchange contracts $ 240 $ — $ 240 $ (32 ) $ 208 Cash Convertible Notes Hedges — 10,190 10,190 — 10,190 Liabilities: Foreign currency exchange contracts $ 32 $ — $ 32 $ (32 ) $ — Interest rate swap agreements 547 — 547 — 547 Cash Conversion Derivative — 10,190 10,190 — 10,190 Gallup Derivative — 7,325 7,325 — 7,325 (In $000s) December 31, 2014 Level 2 Level 3 Gross Fair Value Netting (1) Net Fair Value Assets: Foreign currency exchange contracts $ 477 $ — $ 477 $ (111 ) $ 366 Cash Convertible Notes Hedges — 48,025 48,025 — 48,025 Liabilities: Foreign currency exchange contracts $ 111 $ — $ 111 $ (111 ) $ — Interest rate swap agreements 395 — 395 — 395 Cash Conversion Derivative — 48,025 48,025 — 48,025 (1) 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, the Cash Conversion Derivative and the Gallup Derivative are measured using Level 3 inputs because these instruments are not actively traded. The Cash Convertible Notes Hedges and the Cash Conversion Derivative 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 Gallup Derivative is valued as the difference in the present value of our remaining cash commitments and the fair value of such commitments. 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 December 31, 2014 Purchases of Level 3 Instruments Issuances of Level 3 Instruments Gains/(Losses) Included in Earnings Balance at September 30, 2015 Cash Convertible Notes Hedges $ 48,025 $ — $ — $ (37,835 ) $ 10,190 Cash Conversion Derivative (48,025 ) — — 37,835 (10,190 ) Gallup Derivative — — — (7,325 ) (7,325 ) 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). The gains and losses on the Cash Convertible Notes Hedges and Cash Conversion Derivative are recorded as selling, general and administrative expenses, and the loss on the Gallup Derivative is recorded as equity in loss on joint ventures. Fair Value of Other Financial Instruments In addition to foreign currency exchange contracts, interest rate swap agreements, the Cash Convertible Notes Hedges, the Cash Conversion Derivative, and the Gallup Derivative, the estimated fair values of which are disclosed above, the estimated fair value of each class of financial instruments at September 30, 2015 was as follows: • Cash and cash equivalents – The carrying amount of $1.8 • 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 September 30, 2015 are $96.3 $97.3 The Cash Convertible Notes are actively traded and therefore are classified as Level 1 valuations. The estimated fair value at September 30, 2015 was $140.0 $128.5 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 September 30, 2015, the carrying amount of the CareFirst Convertible Note of $20.0 million approximates fair value. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities [Abstract] | |
Derivative Instruments and Hedging Activities | (8) Derivative Investments and Hedging Activities We use derivative instruments to manage risks related to interest, 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 $115.0 $65.0 $50.0 $0.5 The following table shows the effect of our cash flow hedges on the consolidated balance sheets during the three and nine months ended September 30, 2015 and 2014: (In $000s) For the Three Months Ended For the Nine Months Ended Derivatives in Cash Flow Hedging Relationships September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Loss (gain) related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect $ 105 $ (118 ) $ 360 $ 164 Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect $ 91 $ 130 $ 285 $ 386 Gains and losses representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. During the nine months ended September 30, 2015 and 2014, 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, Gallup Derivative 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). Other than the Gallup Derivative described in Note 7, these derivative instruments not designated as hedging instruments did not have a material impact on our consolidated statements of comprehensive income (loss) during the nine months ended September 30, 2015 and 2014. 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 Gallup Derivative The Gallup Derivative is accounted for as a derivative liability and carried at fair value. The gains and losses resulting from a change in fair values of the Cash Conversion Derivative, the Cash Convertible Notes Hedges and the Gallup Derivative are reported in the consolidated statements of comprehensive income (loss) as follows: (In $000s) Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Statements of Comprehensive Income (Loss) Classification Cash Convertible Notes Hedges: Net unrealized loss $ (4,938 ) $ (37,835 ) Selling, general and administrative expenses Cash Conversion Derivative: Net unrealized gain $ 4,938 $ 37,835 Selling, general and administrative expenses Gallup Derivative: Net unrealized loss $ (7,325 ) $ (7,325 ) Equity in loss from joint ventures 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 September 30, 2015, we had forward contracts with notional amounts of $27.3 The estimated gross fair values of derivative instruments at September 30, 2015 and December 31, 2014, excluding the impact of netting derivative assets and liabilities when a legally enforceable master netting agreement exists, were as follows: September 30, 2015 December 31, 2014 (In $000s) Foreign currency exchange contracts Interest rate swap agreements Cash Convertible Notes Hedges and Cash Conversion Derivative Gallup 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 $ 240 $ — $ — $ — $ 477 $ — $ — Other assets — — 10,190 — — — 48,025 Total assets $ 240 $ — $ 10,190 $ — $ 477 $ — $ 48,025 Liabilities: Derivatives not designated as hedging instruments: Accrued liabilities $ 32 $ — $ — $ 3,453 $ 111 $ — $ — Other long-term liabilities — — 10,190 3,872 — — 48,025 Derivatives designated as hedging instruments: Accrued liabilities — 66 — — — — — Other long-term liabilities — 481 — — — 395 — Total liabilities $ 32 $ 547 $ 10,190 $ 7,325 $ 111 $ 395 $ 48,025 See also Note 7. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
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 nine months ended September 30, 2015 and 2014: (In 000s, except per share data) Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2015 2014 2015 2014 Numerator: Net income (loss) attributable to Healthways, Inc. - numerator for basic earnings (loss) per share $ (9,026 ) $ 1,973 $ (11,520 ) $ (8,139 ) Denominator: Shares used for basic income (loss) per share 35,939 35,351 35,756 35,263 Effect of dilutive securities outstanding: Non-qualified stock options (1) — 770 — — Restricted stock units (1) — 318 — — Performance-based stock units (1) — 34 — — CareFirst Warrants (1) — 4 — — Shares used for diluted income per share (1) $ 35,939 $ 36,477 $ 35,756 $ 35,263 Earnings (loss) per share: Basic $ (0.25 ) $ 0.06 $ (0.32 ) $ (0.23 ) Diluted (1) $ (0.25 ) $ 0.05 $ (0.32 ) $ (0.23 ) Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive: Non-qualified stock options 1,770 1,131 1,284 2,153 Restricted stock units 662 54 580 390 Performance-based stock units — 2 — 16 Market stock units 8 — 3 — Warrants related to Cash Convertible Notes 7,707 7,707 7,707 7,707 CareFirst Convertible Note 892 892 892 892 CareFirst Warrants 432 83 223 86 (1) Performance-based stock units outstanding are considered contingently issuable shares and were excluded from the calculations of diluted earnings per share for the three and nine months ending September 30, 2015 as the performance criteria had not been met as of the end of the reporting periods. |
Accumulated OCI
Accumulated OCI | 9 Months Ended |
Sep. 30, 2015 | |
Accumulated OCI [Abstract] | |
Accumulated OCI | (10) Accumulated OCI (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, 2015 $ (342 ) $ (1,706 ) $ (2,048 ) Other comprehensive loss before reclassifications, net of tax (187 ) (2,377 ) (2,564 ) Amounts reclassified from accumulated OCI, net of tax 172 — 172 Net increase (decrease) in other comprehensive income (loss), net of tax (15 ) (2,377 ) (2,392 ) Accumulated OCI, net of tax, as of September 30, 2015 $ (357 ) $ (4,083 ) $ (4,440 ) (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 loss before reclassifications, net of tax (68 ) (879 ) (947 ) Amounts reclassified from accumulated OCI, net of tax 233 — 233 Net increase (decrease) in other comprehensive income (loss), net of tax 165 (879 ) (714 ) Accumulated OCI, net of tax, as of September 30, 2014 $ (348 ) $ (773 ) $ (1,121 ) The following table provides details about reclassifications out of accumulated OCI for the nine months ended September 30, 2015 and 2014: Nine Months Ended September 30, Statement of Comprehensive (In $000s) 2015 2014 Loss Classification Interest rate swaps $ 285 $ 386 Interest expense (113 ) (153 ) Income tax benefit $ 172 $ 233 Net of tax See Note 8 for further discussion of our interest rate swaps. |
Restructuring and Related Charg
Restructuring and Related Charges and Impairment Loss | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Charges and Impairment Loss [Abstract] | |
Restructuring and Related Charges and Impairment Loss | (11) Restructuring and Related Charges In the third quarter of 2015, we began developing a reorganization and cost rationalization plan (the "2015 Restructuring Plan") that the Company committed to in October 2015, which is intended to improve efficiency and deliver greater value to our customers. The 2015 Restructuring Plan is expected to be largely complete in 2016. In connection with the 2015 Restructuring Plan, we incurred consulting costs in the third quarter of 2015. In addition, in August 2015 we closed one office, which resulted in employee severance and lease costs. We expect to incur a total of approximately $20 million to $25 million in restructuring charges related to the 2015 Restructuring Plan, substantially all of which are expected to result in future cash expenditures, with a majority of the charges expected to be incurred in the fourth quarter of 2015. We expect that the total charges will consist of approximately $9 million to $11 million of severance and other employee-related costs; approximately $6 million to $8 million of lease termination costs; and approximately $5 million to $6 million in consulting and other costs. The following table shows the costs incurred for the three months ended September 30, 2015 directly related to our 2015 Restructuring Plan and other third quarter restructuring costs: (In $000s) Severance and Other Consulting and Other Costs (1) Total 2015 restructuring charges $ 210 $ 1,542 $ 1,752 Payments (63 ) — (63 ) Accrued restructuring and related charges liability as of September 30, 2015 $ 147 1,542 $ 1,689 (1) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Share-Based Compensation [Abstract] | |
Summary of option activity | A summary of our stock options as of Septemb Shares (000s) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($000s) Options Outstanding at January 1, 2015 3,564 $ 13.01 Granted — — Exercised (900 ) 10.08 Forfeited (100 ) 11.42 Expired (396 ) 18.26 Outstanding at September 30, 2015 2,168 13.35 5.80 $ 1,570 Exercisable at September 30, 2015 1,520 $ 13.74 5.23 $ 1,119 |
Summary of nonvested shares | The following table shows a summary of our restricted stock and restricted stock units as of September 30, 2015, as well as activity during the nine months then ended: Restricted Stock and Restricted Stock Units Shares (000s) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2015 1,047 $ 13.15 Granted 896 12.44 Vested (327 ) 13.04 Forfeited (161 ) 13.38 Nonvested at September 30, 2015 1,455 $ 12.74 |
Schedule of Performance-Based Stock Units and Market Stock Units [Table Text Block] | The following table shows a summary of our performance-based stock units and market stock units as of September 30, 2015, as well as activity during the nine months then ended: Performance Market Stock Units Shares (000s) Weighted- Average Grant Date Fair Value Shares (000s) Weighted- Average Grant Date Fair Value Nonvested at January 1, 2015 341 $ 14.77 — $ — Granted — — 108 11.75 Vested — — — — Forfeited (28 ) 14.74 — — Nonvested at September 30, 2015 313 $ 14.77 108 $ 11.75 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Long-Term Debt [Abstract] | |
Schedule of Debt [Table Text Block] | The Company's long-term debt consists of the following at September 30, 2015 and December 31, 2014: (In thousands) September 30, 2015 December 31, 2014 Cash Convertible Notes, net of unamortized discount $ 128,456 $ 123,148 CareFirst Convertible Note 20,000 20,000 Fifth Amended Credit Agreement: Term Loan 85,000 97,500 Revolver 12,300 4,950 Capital lease obligations and other 6,143 6,127 251,899 251,725 Less: current portion (23,622 ) (20,613 ) $ 228,277 $ 231,112 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 September 30, 2015 and December 31, 2014: (In $000s) September 30, 2015 Level 2 Level 3 Gross Fair Value Netting (1) Net Fair Value Assets: Foreign currency exchange contracts $ 240 $ — $ 240 $ (32 ) $ 208 Cash Convertible Notes Hedges — 10,190 10,190 — 10,190 Liabilities: Foreign currency exchange contracts $ 32 $ — $ 32 $ (32 ) $ — Interest rate swap agreements 547 — 547 — 547 Cash Conversion Derivative — 10,190 10,190 — 10,190 Gallup Derivative — 7,325 7,325 — 7,325 (In $000s) December 31, 2014 Level 2 Level 3 Gross Fair Value Netting (1) Net Fair Value Assets: Foreign currency exchange contracts $ 477 $ — $ 477 $ (111 ) $ 366 Cash Convertible Notes Hedges — 48,025 48,025 — 48,025 Liabilities: Foreign currency exchange contracts $ 111 $ — $ 111 $ (111 ) $ — Interest rate swap agreements 395 — 395 — 395 Cash Conversion Derivative — 48,025 48,025 — 48,025 (1) |
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 December 31, 2014 Purchases of Level 3 Instruments Issuances of Level 3 Instruments Gains/(Losses) Included in Earnings Balance at September 30, 2015 Cash Convertible Notes Hedges $ 48,025 $ — $ — $ (37,835 ) $ 10,190 Cash Conversion Derivative (48,025 ) — — 37,835 (10,190 ) Gallup Derivative — — — (7,325 ) (7,325 ) |
Derivative Instruments and He23
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 nine months ended September 30, 2015 and 2014: (In $000s) For the Three Months Ended For the Nine Months Ended Derivatives in Cash Flow Hedging Relationships September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Loss (gain) related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect $ 105 $ (118 ) $ 360 $ 164 Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect $ 91 $ 130 $ 285 $ 386 |
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, the Cash Convertible Notes Hedges and the Gallup Derivative are reported in the consolidated statements of comprehensive income (loss) as follows: (In $000s) Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Statements of Comprehensive Income (Loss) Classification Cash Convertible Notes Hedges: Net unrealized loss $ (4,938 ) $ (37,835 ) Selling, general and administrative expenses Cash Conversion Derivative: Net unrealized gain $ 4,938 $ 37,835 Selling, general and administrative expenses Gallup Derivative: Net unrealized loss $ (7,325 ) $ (7,325 ) Equity in loss from joint ventures |
Fair values of derivative instruments | The estimated gross fair values of derivative instruments at September 30, 2015 and December 31, 2014, excluding the impact of netting derivative assets and liabilities when a legally enforceable master netting agreement exists, were as follows: September 30, 2015 December 31, 2014 (In $000s) Foreign currency exchange contracts Interest rate swap agreements Cash Convertible Notes Hedges and Cash Conversion Derivative Gallup 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 $ 240 $ — $ — $ — $ 477 $ — $ — Other assets — — 10,190 — — — 48,025 Total assets $ 240 $ — $ 10,190 $ — $ 477 $ — $ 48,025 Liabilities: Derivatives not designated as hedging instruments: Accrued liabilities $ 32 $ — $ — $ 3,453 $ 111 $ — $ — Other long-term liabilities — — 10,190 3,872 — — 48,025 Derivatives designated as hedging instruments: Accrued liabilities — 66 — — — — — Other long-term liabilities — 481 — — — 395 — Total liabilities $ 32 $ 547 $ 10,190 $ 7,325 $ 111 $ 395 $ 48,025 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 nine months ended September 30, 2015 and 2014: (In 000s, except per share data) Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2015 2014 2015 2014 Numerator: Net income (loss) attributable to Healthways, Inc. - numerator for basic earnings (loss) per share $ (9,026 ) $ 1,973 $ (11,520 ) $ (8,139 ) Denominator: Shares used for basic income (loss) per share 35,939 35,351 35,756 35,263 Effect of dilutive securities outstanding: Non-qualified stock options (1) — 770 — — Restricted stock units (1) — 318 — — Performance-based stock units (1) — 34 — — CareFirst Warrants (1) — 4 — — Shares used for diluted income per share (1) $ 35,939 $ 36,477 $ 35,756 $ 35,263 Earnings (loss) per share: Basic $ (0.25 ) $ 0.06 $ (0.32 ) $ (0.23 ) Diluted (1) $ (0.25 ) $ 0.05 $ (0.32 ) $ (0.23 ) Dilutive securities outstanding not included in the computation of loss per share because their effect is antidilutive: Non-qualified stock options 1,770 1,131 1,284 2,153 Restricted stock units 662 54 580 390 Performance-based stock units — 2 — 16 Market stock units 8 — 3 — Warrants related to Cash Convertible Notes 7,707 7,707 7,707 7,707 CareFirst Convertible Note 892 892 892 892 CareFirst Warrants 432 83 223 86 (1) |
Accumulated OCI (Tables)
Accumulated OCI (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 nine months ended September 30, 2015 and 2014: (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, 2015 $ (342 ) $ (1,706 ) $ (2,048 ) Other comprehensive loss before reclassifications, net of tax (187 ) (2,377 ) (2,564 ) Amounts reclassified from accumulated OCI, net of tax 172 — 172 Net increase (decrease) in other comprehensive income (loss), net of tax (15 ) (2,377 ) (2,392 ) Accumulated OCI, net of tax, as of September 30, 2015 $ (357 ) $ (4,083 ) $ (4,440 ) (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 loss before reclassifications, net of tax (68 ) (879 ) (947 ) Amounts reclassified from accumulated OCI, net of tax 233 — 233 Net increase (decrease) in other comprehensive income (loss), net of tax 165 (879 ) (714 ) Accumulated OCI, net of tax, as of September 30, 2014 $ (348 ) $ (773 ) $ (1,121 ) |
Reclassification out of Accumulated Other Comprehensive Income | The following table provides details about reclassifications out of accumulated OCI for the nine months ended September 30, 2015 and 2014: Nine Months Ended September 30, Statement of Comprehensive (In $000s) 2015 2014 Loss Classification Interest rate swaps $ 285 $ 386 Interest expense (113 ) (153 ) Income tax benefit $ 172 $ 233 Net of tax |
Restructuring and Related Cha26
Restructuring and Related Charges and Impairment Loss (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Charges and Impairment Loss [Abstract] | |
Change in accrued restructuring and related charges | The following table shows the costs incurred for the three months ended September 30, 2015 directly related to our 2015 Restructuring Plan and other third quarter restructuring costs: (In $000s) Severance and Other Consulting and Other Costs (1) Total 2015 restructuring charges $ 210 $ 1,542 $ 1,752 Payments (63 ) — (63 ) Accrued restructuring and related charges liability as of September 30, 2015 $ 147 1,542 $ 1,689 (1) |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Aggregate Intrinsic Value [Abstract] | ||||
Cash received from option exercises | $ 2,464 | $ 1,498 | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share-based compensation | $ 1,742 | $ 2,310 | $ 7,538 | $ 5,867 |
Stock Options [Member] | ||||
Shares [Roll Forward] | ||||
Outstanding, beginning of period (in shares) | 3,564 | |||
Granted (in shares) | 0 | |||
Exercised (in shares) | (900) | |||
Forfeited (in shares) | (100) | |||
Expired (in shares) | (396) | |||
Outstanding, end of period (in shares) | 2,168 | 2,168 | ||
Exercisable, end of period (in shares) | 1,520 | 1,520 | ||
Weighted-Average Exercise Price [Roll Forward] | ||||
Outstanding, beginning of period (in dollars per share) | $ 13.01 | |||
Granted (in dollars per share) | 0 | |||
Exercised (in dollars per share) | 10.08 | |||
Forfeited (in dollars per share) | 11.42 | |||
Expired (in dollars per share) | 18.26 | |||
Outstanding, end of period (in dollars per share) | $ 13.35 | 13.35 | ||
Exercisable, end of period (in dollars per share) | $ 13.74 | $ 13.74 | ||
Weighted-Average Remaining Contractual Term [Abstract] | ||||
Outstanding | 5 years 9 months 18 days | |||
Exercisable | 5 years 2 months 23 days | |||
Aggregate Intrinsic Value [Abstract] | ||||
Outstanding | $ 1,570 | $ 1,570 | ||
Exercisable | $ 1,119 | $ 1,119 | ||
Performance-based Stock Units | ||||
Shares [Roll Forward] | ||||
Nonvested, beginning of period (in shares) | 341 | |||
Granted (in shares) | 0 | |||
Vested (in shares) | 0 | |||
Forfeited (in shares) | (28) | |||
Nonvested, end of period (in shares) | 313 | 313 | ||
Weighted-Average Grant Date Fair Value [Roll Forward] | ||||
Nonvested, beginning of period (in dollars per share) | $ 14.77 | |||
Granted (in dollars per share) | 0 | |||
Vested (in dollars per share) | 0 | |||
Forfeited (in dollars per share) | 14.74 | |||
Nonvested, end of period (in dollars per share) | $ 14.77 | $ 14.77 | ||
Market Stock Units [Member] | ||||
Shares [Roll Forward] | ||||
Nonvested, beginning of period (in shares) | 0 | |||
Granted (in shares) | 108 | |||
Vested (in shares) | 0 | |||
Forfeited (in shares) | 0 | |||
Nonvested, end of period (in shares) | 108 | 108 | ||
Weighted-Average Grant Date Fair Value [Roll Forward] | ||||
Nonvested, beginning of period (in dollars per share) | $ 0 | |||
Granted (in dollars per share) | 11.75 | |||
Vested (in dollars per share) | 0 | |||
Forfeited (in dollars per share) | 0 | |||
Nonvested, end of period (in dollars per share) | $ 11.75 | $ 11.75 | ||
Restricted Stock and Restricted Stock Units (RSUs) [Member] | ||||
Shares [Roll Forward] | ||||
Nonvested, beginning of period (in shares) | 1,047 | |||
Granted (in shares) | 896 | |||
Vested (in shares) | (327) | |||
Forfeited (in shares) | (161) | |||
Nonvested, end of period (in shares) | 1,455 | 1,455 | ||
Weighted-Average Grant Date Fair Value [Roll Forward] | ||||
Nonvested, beginning of period (in dollars per share) | $ 13.15 | |||
Granted (in dollars per share) | 12.44 | |||
Vested (in dollars per share) | 13.04 | |||
Forfeited (in dollars per share) | 13.38 | |||
Nonvested, end of period (in dollars per share) | $ 12.74 | $ 12.74 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Taxes [Abstract] | ||||
Effective tax rate | (39.70%) | 34.20% | (38.00%) | (35.90%) |
Open Tax Year | 2,012 |
Long-Term Debt, Table (Details)
Long-Term Debt, Table (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Debt, Long-term and Short-term, Combined Amount | $ 251,899 | $ 251,725 |
Long-term Debt, excluding current portion | 228,277 | 231,112 |
Short-term Debt | (23,622) | (20,613) |
Cash Convertible Notes, net of unamortized discount | ||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Debt, Long-term and Short-term, Combined Amount | 128,456 | 123,148 |
CareFirst Convertible Note [Member] | ||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Debt, Long-term and Short-term, Combined Amount | 20,000 | 20,000 |
Term Loan Facility [Member] | ||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Debt, Long-term and Short-term, Combined Amount | 85,000 | 97,500 |
Revolver | ||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Debt, Long-term and Short-term, Combined Amount | 12,300 | 4,950 |
Capital lease obligations and other | ||
Debt, Long-term and Short-term, Combined Amount [Abstract] | ||
Debt, Long-term and Short-term, Combined Amount | $ 6,143 | $ 6,127 |
Long-Term Debt (Details)
Long-Term Debt (Details) | Oct. 01, 2019 | Oct. 01, 2013 | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($) |
Debt Instrument [Line Items] | |||||
Date of Registration Rights Agreement | Oct. 1, 2013 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 5.70% | 5.70% | |||
Amortization of debt discount | $ 5,308,000 | $ 5,018,000 | |||
Debt Instrument, Unamortized Discount | $ 25,100,000 | 25,100,000 | |||
Deferred Finance Costs, Gross | $ 3,939,543 | $ 3,939,543 | |||
Interest Rate for Notes | 1.50% | 1.50% | |||
Aggregate Principal of convertible notes | $ 150,000,000 | $ 150,000,000 | |||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 19.46 | $ 19.46 | |||
Notional amount of foreign currency exchange contracts | $ 27,300,000 | $ 27,300,000 | |||
Payments for Hedge, Financing Activities | $ 36,750,000 | ||||
Initial Conversion rate | $ / shares | $ 19.46 | $ 19.46 | |||
Warrants Strike Price | $ / shares | $ 25.95 | $ 25.95 | |||
Conversion price premium percentage | 60.00% | 60.00% | |||
CareFirst Warrant Shares Maximum | shares | 1,600,000 | ||||
CareFirst Warrant Shares for one year period | shares | 400,000 | ||||
CareFirst Warrants Outstanding | shares | 432,061 | 432,061 | |||
Warrants Weighted Average Exercise Price | $ / shares | $ 17.42 | $ 17.42 | |||
Debt Discount at time of issuance | $ 36,750,000 | $ 36,750,000 | |||
Cash Convertible Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Conversion Ratio | 51.38 | ||||
CareFirst Convertible Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Notes, Issuance Date | Oct. 1, 2013 | ||||
Debt Instrument, Maturity Date | Oct. 1, 2019 | ||||
Interest Rate for Notes | 4.75% | 4.75% | |||
Aggregate Principal of convertible notes | $ 20,000,000 | $ 20,000,000 | |||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 22.41 | $ 22.41 | |||
Initial Conversion rate | $ / shares | $ 22.41 | $ 22.41 |
Long-Term Debt, Line of Credit
Long-Term Debt, Line of Credit and Term Loan (Details) - USD ($) $ in Millions | Jun. 08, 2017 | Jun. 08, 2012 | Sep. 30, 2015 |
Line of Credit Facility [Line Items] | |||
Initiation date | Jun. 8, 2012 | ||
Expiration date | Jun. 8, 2017 | ||
Amount outstanding | $ 85 | ||
Availability under the revolving credit facility under most restrictive covenant | $ 129.9 | ||
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. | ||
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. | ||
Terms of periodic payments | We are required to repay term loans in quarterly principal installments aggregating (1) 1.875% of the original aggregate principal amount of the term loans during each of the four quarters beginning with the quarter ending September 30, 2014, and (2) 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. | ||
Fifth Amended Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 125 | ||
Letters of Credit Sub Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 75 | ||
Swingline Sub Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 20 | ||
Term Loan Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Maturity date | Jun. 8, 2017 | ||
Uncommitted Incremental Accordion Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 100 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Contractual Commitment [Abstract] | |
Minimum remaining contractual cash obligations | $ 17.3 |
Minimum Remaining Contractual Cash Obligations for Gallup Joint Venture | 11.6 |
Total minimum payments required under outsourcing agreement over remaining term | 101.2 |
Estimate of remaining payments pursuant to outsourcing agreement | 209.1 |
Junk Fax Prevention Act Lawsuit [Abstract] | |
Junk Fax Prevention Act Lawsuit Damages being sought | $ 5 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, (Sales), Issuances, (Settlements) [Abstract] | |||||
Cash and cash equivalents | $ 1,765,000 | $ 1,765,000 | $ 1,765,000 | $ 1,708,000 | $ 2,584,000 |
Aggregate Principal of convertible notes | 150,000,000 | 150,000,000 | |||
Gallup Joint Venture [Member] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, (Sales), Issuances, (Settlements) [Abstract] | |||||
Equity Method Investment Carrying Value | 17,000,000 | 17,000,000 | |||
Impairment Charge | 12,200,000 | ||||
Gallup Derivative [Member] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, (Sales), Issuances, (Settlements) [Abstract] | |||||
Balance at beginning of period | 0 | ||||
Purchases into Level 3 | 0 | ||||
Issuances into Level 3 | 0 | ||||
Gains/(Losses) included in Earnings | (7,325,000) | ||||
Balance at end of period | (7,325,000) | (7,325,000) | |||
Cash Convertible Notes Hedge [Member] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, (Sales), Issuances, (Settlements) [Abstract] | |||||
Balance at beginning of period | 48,025,000 | ||||
Purchases into Level 3 | 0 | ||||
Issuances into Level 3 | 0 | ||||
Gains/(Losses) included in Earnings | (37,835,000) | ||||
Balance at end of period | 10,190,000 | 10,190,000 | |||
Fifth Amended Credit Facility [Member] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, (Sales), Issuances, (Settlements) [Abstract] | |||||
Carrying Amount of Outstanding borrowings under the Fifth Amended Credit Agreement | 97,300,000 | 97,300,000 | |||
Fair Value of Outstanding borrowings under the Fifth Amended Credit Agreement | 96,300,000 | 96,300,000 | |||
Cash Convertible Notes [Member] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, (Sales), Issuances, (Settlements) [Abstract] | |||||
Aggregate Principal of convertible notes | 150,000,000 | 150,000,000 | |||
Debt Instrument, Carrying Amount | 128,500,000 | 128,500,000 | |||
Debt Instrument, Fair Value | 140,000,000 | 140,000,000 | |||
Cash Conversion Derivative [Member] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, (Sales), Issuances, (Settlements) [Abstract] | |||||
Balance at beginning of period | (48,025,000) | ||||
Purchases into Level 3 | 0 | ||||
Issuances into Level 3 | 0 | ||||
Gains/(Losses) included in Earnings | 37,835,000 | ||||
Balance at end of period | (10,190,000) | (10,190,000) | |||
CareFirst Convertible Note [Member] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases, (Sales), Issuances, (Settlements) [Abstract] | |||||
Debt Instrument, Carrying Amount | 20,000,000 | 20,000,000 | |||
Debt Instrument, Fair Value | 20,000,000 | 20,000,000 | |||
Recurring [Member] | Gallup Derivative [Member] | |||||
Liabilities measured at fair value on a recurring basis | |||||
Gross Fair Value | 7,325,000 | 7,325,000 | |||
Netting | 0 | 0 | |||
Net Fair Value | 7,325,000 | 7,325,000 | |||
Recurring [Member] | Gallup Derivative [Member] | Level 2 [Member] | |||||
Liabilities measured at fair value on a recurring basis | |||||
Gross Fair Value | 0 | 0 | |||
Recurring [Member] | Gallup Derivative [Member] | Level 3 [Member] | |||||
Liabilities measured at fair value on a recurring basis | |||||
Gross Fair Value | 7,325,000 | 7,325,000 | |||
Recurring [Member] | Foreign Exchange Contract [Member] | |||||
Assets measured at fair value on a recurring basis | |||||
Gross Fair Value | 240,000 | 240,000 | 477,000 | ||
Netting | (32,000) | (32,000) | (111,000) | ||
Net Fair Value | 208,000 | 208,000 | 366,000 | ||
Liabilities measured at fair value on a recurring basis | |||||
Gross Fair Value | 32,000 | 32,000 | 111,000 | ||
Netting | (32,000) | (32,000) | (111,000) | ||
Net Fair Value | 0 | 0 | 0 | ||
Recurring [Member] | Foreign Exchange Contract [Member] | Level 2 [Member] | |||||
Assets measured at fair value on a recurring basis | |||||
Gross Fair Value | 240,000 | 240,000 | 477,000 | ||
Liabilities measured at fair value on a recurring basis | |||||
Gross Fair Value | 32,000 | 32,000 | 111,000 | ||
Recurring [Member] | Foreign Exchange Contract [Member] | Level 3 [Member] | |||||
Assets measured at fair value on a recurring basis | |||||
Gross Fair Value | 0 | 0 | 0 | ||
Liabilities measured at fair value on a recurring basis | |||||
Gross Fair Value | 0 | 0 | 0 | ||
Recurring [Member] | Interest Rate Swap [Member] | |||||
Liabilities measured at fair value on a recurring basis | |||||
Gross Fair Value | 547,000 | 547,000 | 395,000 | ||
Netting | 0 | 0 | 0 | ||
Net Fair Value | 547,000 | 547,000 | 395,000 | ||
Recurring [Member] | Interest Rate Swap [Member] | Level 2 [Member] | |||||
Liabilities measured at fair value on a recurring basis | |||||
Gross Fair Value | 547,000 | 547,000 | 395,000 | ||
Recurring [Member] | Interest Rate Swap [Member] | Level 3 [Member] | |||||
Liabilities measured at fair value on a recurring basis | |||||
Gross Fair Value | 0 | 0 | 0 | ||
Recurring [Member] | Cash Convertible Notes Hedge [Member] | |||||
Assets measured at fair value on a recurring basis | |||||
Gross Fair Value | 10,190,000 | 10,190,000 | 48,025,000 | ||
Netting | 0 | 0 | 0 | ||
Net Fair Value | 10,190,000 | 10,190,000 | 48,025,000 | ||
Recurring [Member] | Cash Convertible Notes Hedge [Member] | Level 2 [Member] | |||||
Assets measured at fair value on a recurring basis | |||||
Gross Fair Value | 0 | 0 | 0 | ||
Recurring [Member] | Cash Convertible Notes Hedge [Member] | Level 3 [Member] | |||||
Assets measured at fair value on a recurring basis | |||||
Gross Fair Value | 10,190,000 | 10,190,000 | 48,025,000 | ||
Recurring [Member] | Cash Conversion Derivative [Member] | |||||
Liabilities measured at fair value on a recurring basis | |||||
Gross Fair Value | 10,190,000 | 10,190,000 | 48,025,000 | ||
Netting | 0 | 0 | 0 | ||
Net Fair Value | 10,190,000 | 10,190,000 | 48,025,000 | ||
Recurring [Member] | Cash Conversion Derivative [Member] | Level 2 [Member] | |||||
Liabilities measured at fair value on a recurring basis | |||||
Gross Fair Value | 0 | 0 | 0 | ||
Recurring [Member] | Cash Conversion Derivative [Member] | Level 3 [Member] | |||||
Liabilities measured at fair value on a recurring basis | |||||
Gross Fair Value | $ 10,190,000 | $ 10,190,000 | $ 48,025,000 |
Derivative Instruments and He34
Derivative Instruments and Hedging Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivatives, Fair Value [Line Items] | ||||||
Current notional amount at 09/30/2015 | $ 115,000 | $ 115,000 | ||||
Notional amount effective in future | $ 65,000 | $ 65,000 | $ 50,000 | |||
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] | ||||||
Reclassification of net losses on interest rate swap agreements from accumulated OCI to interest expense within the next 12 months | $ 500 | $ 500 | ||||
Derivatives in Cash Flow Hedging Relationships [Abstract] | ||||||
Loss related to effective portion of derivatives recognized in accumulated OCI, gross of tax effect | 105 | $ (118) | 360 | $ 164 | ||
Loss related to effective portion of derivatives reclassified from accumulated OCI to interest expense, gross of tax effect | 91 | $ 130 | 285 | 386 | ||
Gains or losses on cash flow hedges recognized in our consolidated statements of comprehensive income (loss) resulting from hedge ineffectiveness | 0 | $ 0 | ||||
Notional amount of foreign currency exchange contracts | 27,300 | 27,300 | ||||
Forward Contracts [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 32 | 32 | ||||
Forward Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Assets | 240 | 240 | $ 477 | |||
Forward Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Current Assets [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Assets | 240 | 240 | 477 | |||
Forward Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 0 | 0 | ||||
Forward Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Noncurrent Assets [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Assets | 0 | 0 | 0 | |||
Forward Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 0 | 0 | ||||
Swap [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 547 | 547 | 395 | |||
Swap [Member] | Derivatives Not Designated as Hedging Instruments [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Assets | 0 | 0 | 0 | |||
Swap [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Current Assets [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Assets | 0 | 0 | 0 | |||
Swap [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 0 | |||||
Swap [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 0 | 0 | 0 | |||
Swap [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Noncurrent Assets [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Assets | 0 | 0 | 0 | |||
Swap [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 66 | 66 | 0 | |||
Swap [Member] | Derivatives Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 395 | |||||
Interest Rate Swap Agreements [Member] | Swap [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 0 | 0 | ||||
Interest Rate Swap Agreements [Member] | Swap [Member] | Derivatives Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 481 | 481 | ||||
Foreign Currency Exchange Contracts [Member] | Forward Contracts [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 111 | |||||
Foreign Currency Exchange Contracts [Member] | Forward Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 32 | 32 | 111 | |||
Foreign Currency Exchange Contracts [Member] | Forward Contracts [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 0 | |||||
Foreign Currency Exchange Contracts [Member] | Forward Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 0 | |||||
Foreign Currency Exchange Contracts [Member] | Forward Contracts [Member] | Derivatives Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 0 | 0 | 0 | |||
Embedded Derivative Financial Instruments [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 10,190 | 10,190 | 48,025 | |||
Embedded Derivative Financial Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 0 | 0 | 0 | |||
Embedded Derivative Financial Instruments [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 10,190 | 10,190 | 48,025 | |||
Embedded Derivative Financial Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 0 | 0 | 0 | |||
Embedded Derivative Financial Instruments [Member] | Derivatives Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 0 | 0 | 0 | |||
Cash Convertible Notes Hedge [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Derivatives in Cash Flow Hedging Relationships [Abstract] | ||||||
Gains or losses on cash flow hedges recognized in our consolidated statements of comprehensive income (loss) resulting from hedge ineffectiveness | (4,938) | (37,835) | ||||
Cash Convertible Notes Hedge [Member] | Derivatives Not Designated as Hedging Instruments [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Assets | 10,190 | 10,190 | 48,025 | |||
Cash Convertible Notes Hedge [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Current Assets [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Assets | 0 | 0 | 0 | |||
Cash Convertible Notes Hedge [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Noncurrent Assets [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Assets | 10,190 | 10,190 | $ 48,025 | |||
Cash Conversion Derivative [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Derivatives in Cash Flow Hedging Relationships [Abstract] | ||||||
Gains or losses on cash flow hedges recognized in our consolidated statements of comprehensive income (loss) resulting from hedge ineffectiveness | 4,938 | 37,835 | ||||
Gallup Derivative [Member] | ||||||
Derivatives in Cash Flow Hedging Relationships [Abstract] | ||||||
Gains or losses on cash flow hedges recognized in our consolidated statements of comprehensive income (loss) resulting from hedge ineffectiveness | (7,325) | (7,325) | ||||
Gallup Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Assets | 0 | 0 | ||||
Gallup Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Current Assets [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Assets | 0 | 0 | ||||
Gallup Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Accrued Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 3,453 | 3,453 | ||||
Gallup Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 3,872 | 3,872 | ||||
Gallup Derivative [Member] | Derivatives Not Designated as Hedging Instruments [Member] | Other Noncurrent Assets [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Assets | 0 | 0 | ||||
Gallup Derivative [Member] | Derivatives Designated as Hedging Instruments [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 7,325 | 7,325 | ||||
Gallup Derivative [Member] | Derivatives Designated as Hedging Instruments [Member] | Accrued Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | 0 | 0 | ||||
Gallup Derivative [Member] | Derivatives Designated as Hedging Instruments [Member] | Other Long-Term Liabilities [Member] | ||||||
Fair Values of Derivative Instruments [Abstract] | ||||||
Liabilities | $ 0 | $ 0 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||||
Numerator [Abstract] | ||||||||
Net income (loss) attributable to Healthways, Inc. | $ (9,026) | $ 1,973 | $ (11,520) | $ (8,139) | ||||
Denominator [Abstract] | ||||||||
Shares used for basic income (loss) per share (in shares) | 35,939 | 35,351 | 35,756 | 35,263 | ||||
Shares used for diluted loss per share (in shares) | [1] | 35,939 | 36,477 | 35,756 | 35,263 | |||
Earnings (loss) per share [Abstract] | ||||||||
Basic (in dollars per share) | $ (0.25) | $ 0.06 | $ (0.32) | $ (0.23) | ||||
Diluted (in dollars per share) | [1] | $ (0.25) | $ 0.05 | $ (0.32) | $ (0.23) | |||
Non-Qualified Stock Options [Member] | ||||||||
Denominator [Abstract] | ||||||||
Effect of dilutive stock options and restricted stock units outstanding (in shares) | 0 | [1] | 770 | 0 | [1] | 0 | [1] | |
Restricted Stock Units [Member] | ||||||||
Denominator [Abstract] | ||||||||
Effect of dilutive stock options and restricted stock units outstanding (in shares) | 0 | [1] | 318 | 0 | [1] | 0 | [1] | |
Performance-based Stock Units | ||||||||
Denominator [Abstract] | ||||||||
Effect of dilutive stock options and restricted stock units outstanding (in shares) | 0 | [1] | 34 | 0 | [1] | 0 | [1] | |
CareFirst Warrants | ||||||||
Denominator [Abstract] | ||||||||
Effect of dilutive stock options and restricted stock units outstanding (in shares) | 0 | [1] | 4 | 0 | [1] | 0 | [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) | 1,770 | 1,131 | 1,284 | 2,153 | ||||
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) | 662 | 54 | 580 | 390 | ||||
Performance-based 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) | 0 | 2 | 0 | 16 | ||||
Market 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) | 8 | 0 | 3 | 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 | 7,707 | 7,707 | 7,707 | ||||
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 | 892 | 892 | 892 | ||||
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) | 432 | 83 | 223 | 86 | ||||
[1] | The impact of potentially dilutive securities for the three and nine months ended September 30, 2015 and the nine months ended September 30, 2014 was not considered because the effect would be anti-dilutive in each of those periods. |
Accumulated OCI (Details)
Accumulated OCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Accumulated OCI, net of tax Beginning Balance | $ (2,048) | $ (407) | ||
Other comprehensive loss before reclassifications, net of tax | (2,564) | (947) | ||
Amounts reclassified from accumulated OCI, net of tax | 172 | 233 | ||
Net increase (decrease) in other comprehensive income (loss), net of tax | (2,392) | (714) | ||
Accumulated OCI, net of tax Ending Balance | $ (4,440) | $ (1,121) | (4,440) | (1,121) |
Reclassification adjustments out of AOCI [Abstract] | ||||
Reclassification to interest expense | (4,433) | (4,574) | (13,485) | (13,472) |
Amounts reclassified from accumulated other comprehensive income to: [Member] | ||||
Reclassification adjustments out of AOCI [Abstract] | ||||
Reclassification to interest expense | 285 | 386 | ||
Tax effect of reclassification | (113) | (153) | ||
Reclassification Adjustment on Derivatives Included in Net Income | 172 | 233 | ||
Net Change in Fair Value of Interest Rate Swaps [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Accumulated OCI, net of tax Beginning Balance | (342) | (513) | ||
Other comprehensive loss before reclassifications, net of tax | (187) | (68) | ||
Amounts reclassified from accumulated OCI, net of tax | 172 | 233 | ||
Net increase (decrease) in other comprehensive income (loss), net of tax | (15) | 165 | ||
Accumulated OCI, net of tax Ending Balance | (357) | (348) | (357) | (348) |
Foreign Currency Translation Adjustments [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Accumulated OCI, net of tax Beginning Balance | (1,706) | 106 | ||
Other comprehensive loss before reclassifications, net of tax | (2,377) | (879) | ||
Amounts reclassified from accumulated OCI, net of tax | 0 | 0 | ||
Net increase (decrease) in other comprehensive income (loss), net of tax | (2,377) | (879) | ||
Accumulated OCI, net of tax Ending Balance | $ (4,083) | $ (773) | $ (4,083) | $ (773) |
Restructuring and Related Cha37
Restructuring and Related Charges and Impairment Loss (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Restructuring Reserve [Roll Forward] | |
2015 restructuring charges | $ 1,752 |
Payments | (63) |
Accrued restructuring and related charges, end of period | 1,689 |
Minimum [Member] | |
Restructuring and Related Cost, Expected Cost [Abstract] | |
Restructuring and Related Cost, Expected Cost | 20,000 |
Maximum [Member] | |
Restructuring and Related Cost, Expected Cost [Abstract] | |
Restructuring and Related Cost, Expected Cost | 25,000 |
Severance and other employee-related costs [Member] | |
Restructuring Reserve [Roll Forward] | |
2015 restructuring charges | 210 |
Payments | (63) |
Accrued restructuring and related charges, end of period | 147 |
Severance and other employee-related costs [Member] | Minimum [Member] | |
Restructuring and Related Cost, Expected Cost [Abstract] | |
Restructuring and Related Cost, Expected Cost | 9,000 |
Severance and other employee-related costs [Member] | Maximum [Member] | |
Restructuring and Related Cost, Expected Cost [Abstract] | |
Restructuring and Related Cost, Expected Cost | 11,000 |
Lease termination costs [Member] | Minimum [Member] | |
Restructuring and Related Cost, Expected Cost [Abstract] | |
Restructuring and Related Cost, Expected Cost | 6,000 |
Lease termination costs [Member] | Maximum [Member] | |
Restructuring and Related Cost, Expected Cost [Abstract] | |
Restructuring and Related Cost, Expected Cost | 8,000 |
Consulting and other costs [Member] | |
Restructuring Reserve [Roll Forward] | |
2015 restructuring charges | 1,542 |
Payments | 0 |
Accrued restructuring and related charges, end of period | 1,542 |
Consulting and other costs [Member] | Minimum [Member] | |
Restructuring and Related Cost, Expected Cost [Abstract] | |
Restructuring and Related Cost, Expected Cost | 5,000 |
Consulting and other costs [Member] | Maximum [Member] | |
Restructuring and Related Cost, Expected Cost [Abstract] | |
Restructuring and Related Cost, Expected Cost | $ 6,000 |