Board of Directors
Donald Tramuto
Chairman
Chief Executive Officer and Chairman
Physicians Interactive Holdings
J. Cris Bisgard, M.D., M.P.H.
Former Director of Health Services
Delta Air Lines
Mary Jane England, M.D.
Professor
Dept of Community Health Sciences
Boston University School of Public Health
Former President of Regis College
Bradley S. Karro
Principal of Hillcote Advisors
Former Executive Vice President of Caremark Rx
Paul H. Keckley, PhD
Managing Director - Navigant Center for
Healthcare Research and Policy Analysis
Editor - The Keckley Report
Conan J. Laughlin
Founder, Portfolio Manager and Managing
Member of North Tide Capital LLC
Ben R. Leedle, Jr.
President and Chief Executive Officer
Healthways, Inc.
William D. Novelli
Professor
McDonough School of Business
Georgetown University
Former Chief Executive Officer of AARP
Alison Taunton-Rigby, Ph.D.
Former Chief Executive Officer
RiboNovix, Inc.
John A. Wickens
Former National Health Plan President
UnitedHealth Group
Kevin G. Wills
Managing Director and Chief Financial Officer
AlixPartners
Management Team
Ben R. Leedle, Jr.
President and Chief Executive Officer
Alfred Lumsdaine, CPA
Executive Vice President
and Chief Financial Officer
Matthew Michela
Executive Vice President
and Chief Operating Officer
Michael Farris
Executive Vice President
and Chief Commercial Officer
Peter Choueiri
President, Healthways International
Mary S. Flipse
Senior Vice President
and General Counsel
about
Healthways (Nasdaq: HWAY) is the largest independent global provider of well-being improvement solutions.
Dedicated to creating a healthier world one person at a time, the Company uses the science of behavior change
to produce and measure positive change in well-being for its customers, which include employers, integrated
health systems, hospitals, physicians, health plans, communities and government entities. Healthways provides highly
specific and personalized support for each individual and their team of experts to optimize each participant’s health
and productivity and to reduce health-related costs. Results are achieved by addressing longitudinal health risks and
care needs of everyone in a given population. The Company has scaled its proprietary technology infrastructure and
delivery capabilities developed over 30 years and now serves approximately 68 million people on four continents.
Learn more at healthways.com.
Healthways • 701 Cool Springs Blvd • Franklin, TN 37067 • Copyright © 2015 Healthways, Inc. All rights reserved.
2014 ANNUAL REPORT
thrive
Healthways’ purpose is to improve well-being. We improve well-being for individuals, healthcare
providers, businesses and entire communities. At its core, well-being is the composite of how
people think about their life experience now and how they project that experience to change for
the future. Feeding their perspective are the thousands of conscious and unconscious decisions
they make every day that, over time, form their habits and behaviors, both positive and negative.
There are myriad influences that contribute to well-being, but our science shows that the five
core elements of well-being are one’s sense of purpose; social connections; financial confidence;
closeness to community; and physical status. Taken together, these elements determine if
individuals - or whole populations - are thriving, struggling or suffering. For individuals, higher
well-being means living better and longer; for employers, improving well-being lowers medical
cost and improves workforce productivity; for healthcare providers and insurers, enhancing
well-being is an effective way to manage risk and deliver value; and for communities and
government, high well-being is critical to economic vitality. Our unique total population health
solution, therefore, is designed to support people in achieving and maintaining their optimal
well-being – regardless of both their starting point and the number of risks or challenges to
their well-being. When we achieve that aim, health-related costs are reduced and multiple
dimensions of performance are enhanced.
Board of Directors
Donald Tramuto
Chairman
Chief Executive Officer and Chairman
Physicians Interactive Holdings
J. Cris Bisgard, M.D., M.P.H.
Former Director of Health Services
Delta Air Lines
Mary Jane England, M.D.
Professor
Dept of Community Health Sciences
Boston University School of Public Health
Former President of Regis College
Bradley S. Karro
Principal of Hillcote Advisors
Former Executive Vice President of Caremark Rx
Paul H. Keckley, PhD
Managing Director - Navigant Center for
Healthcare Research and Policy Analysis
Editor - The Keckley Report
Conan J. Laughlin
Founder, Portfolio Manager and Managing
Member of North Tide Capital LLC
Ben R. Leedle, Jr.
President and Chief Executive Officer
Healthways, Inc.
William D. Novelli
Professor
McDonough School of Business
Georgetown University
Former Chief Executive Officer of AARP
Alison Taunton-Rigby, Ph.D.
Former Chief Executive Officer
RiboNovix, Inc.
John A. Wickens
Former National Health Plan President
UnitedHealth Group
Kevin G. Wills
Managing Director and Chief Financial Officer
AlixPartners
Management Team
Ben R. Leedle, Jr.
President and Chief Executive Officer
Alfred Lumsdaine, CPA
Executive Vice President
and Chief Financial Officer
Matthew Michela
Executive Vice President
and Chief Operating Officer
Michael Farris
Executive Vice President
and Chief Commercial Officer
Peter Choueiri
President, Healthways International
Mary S. Flipse
Senior Vice President
and General Counsel
2014 Community Well-Being Rankings
The graph below represents a community’s overall rank, and ranking in the elements of Purpose, Social, Financial, Community
and Purpose well-being. Ranking is based on the 100 largest U.S. communities by population size (U.S. Census data, 2013) and is
arranged clockwise. Quintiles are divided by color.
2014 State Well-Being Rankings
The graph below represents each state’s composite rank (1 – 50) as measured by the 2014 Gallup-Healthways Well-Being Index®.
The index is the largest and most cited source of well-being data for individuals, organizations, cities, states and countries, providing
critical insight into the multifaceted nature of health. Quintiles are divided by color, and longer segments correlate to a higher rank.
Alaska — ranked number 1 — sets the high end of the scale, while West Virginia — ranked 50th — marks the low end.
a
b
c
d
e
f
81–1 0 0
1–2
0
a.
b.
c.
d.
e.
f.
Composite Rank
Purpose Well-Being
Social Well-Being
Financial Well-Being
Community Well-Being
Physical Well-Being
6
1
–
8
0
0
4
21–
Highest Quintile
Second Quintile
Third Quintile
Fourth Quintile
Fifth Quintile
41–60
W
Y
K
A
W
I
Z
A
CA
CO
V
A
V
T
UT
W
A
TX
SD
L
A
AR
W
V
CT
DE
SC
TN
RI
PA
O R
K
O
H
O
IN
KY
LA
H I
FL
A
G
IL
KS
I D
IA
N D
NC
NM
NY
NJ
H
N
V
N
M
S
M
I
M
O
M
D
M
A
M
E
M
N
E
N
T
M
Methodology
These data are based on 176,702 interviews with U.S. adults across all 50 states, conducted from January 2 to December 30,
2014. Gallup conducts 500 telephone interviews a day with American adults, for a resulting sample that projects to an estimated
95 percent of all U.S. adults. The Well-Being Index is calculated on a scale of 0 to 100, where zero represents the lowest possible
well-being and 100 represents the highest possible well-being. Visit wbi.healthways.com to learn more.
“
Researchers, policy makers and healthcare leaders need good information about the well-being of
populations that they serve. Well-being sheds light on the issues that drive quality, cost and productivity.
A well-being metric also supports the creation of an action plan for our nation, in order to achieve sustained
– David B. Nash MD, MBA, Dean, Jefferson School of Population Health
improvement in the health of our citizens.”
Fellow Stockholders:
We are pleased to report that Healthways thrived in 2014. After years of extraordinary work by our team to transform
the Company into the world’s leading, independent provider of total population health solutions, we leveraged
accelerating market demand for these services to produce record fiscal-year revenues, expanded adjusted profit
margins and substantial growth in adjusted net income per diluted share. These results included profitable growth in
each of our five customer markets. In addition, our return to double-digit revenue growth for the first time since fiscal
2007 reflected what a pivotal year we experienced in the market’s embrace of our fundamental value proposition,
which is proven to lower health-related costs and enhance productivity through improved well-being.
Our revenues grew 11.9% for 2014 to $742.2 million from $663.3 million for 2013. Adjusted net income per diluted
share was $0.27 for 2014, which excludes non-cash interest and the impact of legal settlements, compared with an
adjusted net loss per share for 2013 of $0.19, which excludes non-cash interest*. Net loss per share was $0.16 for 2014
versus $0.25 for 2013. As anticipated, the growth in revenues enabled us to generate significant operating leverage
across our scaled and high fixed cost infrastructure, which drove a 43.6% increase in adjusted EBITDA compared
with 2013 and a 240 basis point increase in our adjusted EBITDA margin to 10.6%*. These results met or exceeded
our guidance for 2014.
In addition, having substantially completed transformational investments in our technology and operating platform
in 2013, we reduced our capital expenditures for 2014 to their lowest level as a percent of revenue since 2007. After
applying our free cash flow primarily to debt repayment, we significantly improved our leverage ratio to 3.1 at
December 31, 2014 from a recent high of 4.2 at the end of the first quarter of 2014.
We expect similar dynamics to drive our financial results for 2015, starting with continued growth in all our customer
markets, including commercial health plans; Medicare and other state or federal health plans; health systems,
hospitals and physicians; large self-insured employers; and international. Because demand from and within these
different markets requires solutions of varying scope and intensity, we offer the solution flexibility to provide the
scope and value that matches our customers’ needs. In many cases, our market-driven response has resulted in the
implementation of our comprehensive Well-Being Improvement SolutionTM, while in other cases components of
this solution are the better match.
Great examples of these component solutions are the Dr. Ornish’s Program for Reversing Heart DiseaseTM; our
acute-to-post-acute Healthways Care Transitions SolutionTM designed to help health systems avoid readmissions,
which is exclusively endorsed by the American Hospital Association; and our Blue Zones Project by HealthwaysTM,
which is embraced by entire communities and businesses aiming to change their built environment, culture and
policies in order to make the healthy choice become the easy choice for their citizens. Specifically, the Ornish
ProgramTM drove the substantial growth of our health systems, hospitals and physicians customer market for 2014,
which, off a relatively small base, provided the largest percentage increase in revenues for 2014 in any of our
customer markets. Our recently announced five-year partnership with MedAssets to leverage both their sales
capabilities and substantial existing relationships with the majority of integrated health systems in the U.S. market
is expected to accelerate the rate of the Ornish Program contract signings in this market.
Our services are also resonating broadly in the commercial health plan customer market, particularly as health
plans seek ways to build and support their provider networks. There is a growing demand from these plans to help
them bring new value-based solutions to their markets in the face of shifting risks and to enable them to co-distribute
these solutions to large self-insured employers through their ASO relationships. We have a deep footprint with
regional health plans, particularly Blue Cross Blue Shield plans, with customers at varying points in their transition
to population management, from early stage to full deployment of our comprehensive solution. Examples include
our growing relationship with Anthem, as well as our long-term strategic partnerships with CareFirst Blue Cross
Blue Shield and Hawaii Medical Service Association.
is for broad-based population management services that will expand over time. Importantly, the focus of the
contract goes beyond a healthcare-benefit perspective and includes measuring how our solution translates into
better employee performance across their business enterprise. The increasingly sophisticated understanding of the
potential of population management in the employer customer market is consistent with its growing focus on proof
of sustained consumer engagement and health behavior change. With our truly unique library of peer-reviewed
documentation that details our results and how our solutions achieve them, we expect to continue seeing larger,
self-insured employers embrace the value of our proprietary well-being improvement solution.
The Company’s largest customer market continues to be with Medicare health plans, primarily for our SilverSneakers®
Fitness program. We expect to continue to sell component solutions of our comprehensive Well-Being Improvement
Solution to these plans in addition to the SilverSneakers Fitness program, and we are pleased that approximately 25%
of our SilverSneakers customers also have one or more of our other solutions.
Our international business also grew in 2014. There continues to be high interest in this customer market in coordinated
care capabilities and in well-being improvement, both within countries in which we already operate and in new
countries. Our business development activities have produced meaningful opportunities in Western Europe,
Asia, South and Central America, Australia and the Middle East. Most recently, we announced a joint venture with
SulAmerica in Brazil to introduce comprehensive well-being improvement solutions directly to employers, public
entities and governments, private health plans, providers and individuals throughout that market. The private
health insurance system in Brazil is the second largest in the world, covering more than 50 million lives, and is one
of the fastest growing private healthcare markets in the Americas.
With continued growth expected in all our customer markets, our financial guidance for 2015 includes revenues
in a range of $800 million to $825 million and adjusted net earnings in a range of $0.35 to $0.47 per diluted share,
which excludes non-cash interest expense of $0.12 per diluted share*. We expect an EBITDA margin in the range
of 10.5% to 11.0%.
Our guidance for 2015 is consistent with our longer-term expectation that over the next three to five years, we will
produce compound annual growth in revenue in a range of 10% to 15%. We expect this revenue growth to leverage the
relatively high fixed cost nature of our scaled operating platform, generating at least 100 basis points in incremental
EBITDA margin for every $100 million in incremental revenue, returning to an EBITDA margin range of 15% to 18%
over that same three to five-year period.
Our confidence in Healthways’ ability to achieve sustained profitable growth reflects our differentiated market
position as the only company delivering guaranteed health, cost and performance improvements, at scale, across
total populations. With a dynamic market creating accelerating demand for population health solutions, we expect
our superior outcomes to continue to drive this demand to Healthways. As a result, our primary operational focus is
on executing our proven solutions and delivering our promised value.
Speaking on behalf of all our stockholders, I express my deep appreciation for the work of my colleagues throughout
Healthways. The work they do helps millions of people lead better lives, and through these colleagues, we are truly
creating a healthier world, one person at a time. It is their dedication to our purpose that has sustained our team
through the many challenges of transformation. We must continue to execute, but we now have solid visibility to
improving long-term earnings and, we trust, stockholder value. Thank you for your investment in Healthways.
Sincerely,
We also benefited from growth in the large employer customer market during 2014 and, in particular, from the signing
of a contract with a global Fortune 100 company after a highly rigorous and competitive process. The contract
Ben R. Leedle, Jr.
President and Chief Executive Officer
* See last page and inside back cover of the supplement for reconciliation of GAAP and non-GAAP results.
HEALTHWAYS 2014 ANNUAL REPORT
Fellow Stockholders:
We are pleased to report that Healthways thrived in 2014. After years of extraordinary work by our team to transform
the Company into the world’s leading, independent provider of total population health solutions, we leveraged
accelerating market demand for these services to produce record fiscal-year revenues, expanded adjusted profit
margins and substantial growth in adjusted net income per diluted share. These results included profitable growth in
each of our five customer markets. In addition, our return to double-digit revenue growth for the first time since fiscal
2007 reflected what a pivotal year we experienced in the market’s embrace of our fundamental value proposition,
which is proven to lower health-related costs and enhance productivity through improved well-being.
Our revenues grew 11.9% for 2014 to $742.2 million from $663.3 million for 2013. Adjusted net income per diluted
share was $0.27 for 2014, which excludes non-cash interest and the impact of legal settlements, compared with an
adjusted net loss per share for 2013 of $0.19, which excludes non-cash interest*. Net loss per share was $0.16 for 2014
versus $0.25 for 2013. As anticipated, the growth in revenues enabled us to generate significant operating leverage
across our scaled and high fixed cost infrastructure, which drove a 43.6% increase in adjusted EBITDA compared
with 2013 and a 240 basis point increase in our adjusted EBITDA margin to 10.6%*. These results met or exceeded
our guidance for 2014.
In addition, having substantially completed transformational investments in our technology and operating platform
in 2013, we reduced our capital expenditures for 2014 to their lowest level as a percent of revenue since 2007. After
applying our free cash flow primarily to debt repayment, we significantly improved our leverage ratio to 3.1 at
December 31, 2014 from a recent high of 4.2 at the end of the first quarter of 2014.
We expect similar dynamics to drive our financial results for 2015, starting with continued growth in all our customer
markets, including commercial health plans; Medicare and other state or federal health plans; health systems,
hospitals and physicians; large self-insured employers; and international. Because demand from and within these
different markets requires solutions of varying scope and intensity, we offer the solution flexibility to provide the
scope and value that matches our customers’ needs. In many cases, our market-driven response has resulted in the
implementation of our comprehensive Well-Being Improvement SolutionTM, while in other cases components of
this solution are the better match.
Great examples of these component solutions are the Dr. Ornish’s Program for Reversing Heart DiseaseTM; our
acute-to-post-acute Healthways Care Transitions SolutionTM designed to help health systems avoid readmissions,
which is exclusively endorsed by the American Hospital Association; and our Blue Zones Project by HealthwaysTM,
which is embraced by entire communities and businesses aiming to change their built environment, culture and
policies in order to make the healthy choice become the easy choice for their citizens. Specifically, the Ornish
ProgramTM drove the substantial growth of our health systems, hospitals and physicians customer market for 2014,
which, off a relatively small base, provided the largest percentage increase in revenues for 2014 in any of our
customer markets. Our recently announced five-year partnership with MedAssets to leverage both their sales
capabilities and substantial existing relationships with the majority of integrated health systems in the U.S. market
is expected to accelerate the rate of the Ornish Program contract signings in this market.
Our services are also resonating broadly in the commercial health plan customer market, particularly as health
plans seek ways to build and support their provider networks. There is a growing demand from these plans to help
them bring new value-based solutions to their markets in the face of shifting risks and to enable them to co-distribute
these solutions to large self-insured employers through their ASO relationships. We have a deep footprint with
regional health plans, particularly Blue Cross Blue Shield plans, with customers at varying points in their transition
to population management, from early stage to full deployment of our comprehensive solution. Examples include
our growing relationship with Anthem, as well as our long-term strategic partnerships with CareFirst Blue Cross
Blue Shield and Hawaii Medical Service Association.
is for broad-based population management services that will expand over time. Importantly, the focus of the
contract goes beyond a healthcare-benefit perspective and includes measuring how our solution translates into
better employee performance across their business enterprise. The increasingly sophisticated understanding of the
potential of population management in the employer customer market is consistent with its growing focus on proof
of sustained consumer engagement and health behavior change. With our truly unique library of peer-reviewed
documentation that details our results and how our solutions achieve them, we expect to continue seeing larger,
self-insured employers embrace the value of our proprietary well-being improvement solution.
The Company’s largest customer market continues to be with Medicare health plans, primarily for our SilverSneakers®
Fitness program. We expect to continue to sell component solutions of our comprehensive Well-Being Improvement
Solution to these plans in addition to the SilverSneakers Fitness program, and we are pleased that approximately 25%
of our SilverSneakers customers also have one or more of our other solutions.
Our international business also grew in 2014. There continues to be high interest in this customer market in coordinated
care capabilities and in well-being improvement, both within countries in which we already operate and in new
countries. Our business development activities have produced meaningful opportunities in Western Europe,
Asia, South and Central America, Australia and the Middle East. Most recently, we announced a joint venture with
SulAmerica in Brazil to introduce comprehensive well-being improvement solutions directly to employers, public
entities and governments, private health plans, providers and individuals throughout that market. The private
health insurance system in Brazil is the second largest in the world, covering more than 50 million lives, and is one
of the fastest growing private healthcare markets in the Americas.
With continued growth expected in all our customer markets, our financial guidance for 2015 includes revenues
in a range of $800 million to $825 million and adjusted net earnings in a range of $0.35 to $0.47 per diluted share,
which excludes non-cash interest expense of $0.12 per diluted share*. We expect an EBITDA margin in the range
of 10.5% to 11.0%.
Our guidance for 2015 is consistent with our longer-term expectation that over the next three to five years, we will
produce compound annual growth in revenue in a range of 10% to 15%. We expect this revenue growth to leverage the
relatively high fixed cost nature of our scaled operating platform, generating at least 100 basis points in incremental
EBITDA margin for every $100 million in incremental revenue, returning to an EBITDA margin range of 15% to 18%
over that same three to five-year period.
Our confidence in Healthways’ ability to achieve sustained profitable growth reflects our differentiated market
position as the only company delivering guaranteed health, cost and performance improvements, at scale, across
total populations. With a dynamic market creating accelerating demand for population health solutions, we expect
our superior outcomes to continue to drive this demand to Healthways. As a result, our primary operational focus is
on executing our proven solutions and delivering our promised value.
Speaking on behalf of all our stockholders, I express my deep appreciation for the work of my colleagues throughout
Healthways. The work they do helps millions of people lead better lives, and through these colleagues, we are truly
creating a healthier world, one person at a time. It is their dedication to our purpose that has sustained our team
through the many challenges of transformation. We must continue to execute, but we now have solid visibility to
improving long-term earnings and, we trust, stockholder value. Thank you for your investment in Healthways.
Sincerely,
We also benefited from growth in the large employer customer market during 2014 and, in particular, from the signing
of a contract with a global Fortune 100 company after a highly rigorous and competitive process. The contract
Ben R. Leedle, Jr.
President and Chief Executive Officer
* See last page and inside back cover of the supplement for reconciliation of GAAP and non-GAAP results.
HEALTHWAYS 2014 ANNUAL REPORT
2014 Community Well-Being Rankings
The graph below represents a community’s overall rank, and ranking in the elements of Purpose, Social, Financial, Community
and Purpose well-being. Ranking is based on the 100 largest U.S. communities by population size (U.S. Census data, 2013) and is
arranged clockwise. Quintiles are divided by color.
2014 State Well-Being Rankings
The graph below represents each state’s composite rank (1 – 50) as measured by the 2014 Gallup-Healthways Well-Being Index®.
The index is the largest and most cited source of well-being data for individuals, organizations, cities, states and countries, providing
critical insight into the multifaceted nature of health. Quintiles are divided by color, and longer segments correlate to a higher rank.
Alaska — ranked number 1 — sets the high end of the scale, while West Virginia — ranked 50th — marks the low end.
a
b
c
d
e
f
81–1 0 0
1–2
0
a.
b.
c.
d.
e.
f.
Composite Rank
Purpose Well-Being
Social Well-Being
Financial Well-Being
Community Well-Being
Physical Well-Being
6
1
–
8
0
Highest Quintile
Second Quintile
Third Quintile
Fourth Quintile
Fifth Quintile
41–60
0
4
21–
W
Y
K
A
W
I
Z
A
CA
CO
V
A
V
T
UT
W
A
TX
SD
L
A
AR
W
V
CT
DE
SC
TN
RI
PA
O R
K
O
H
O
IN
KY
LA
H I
FL
A
G
IL
KS
I D
IA
N D
NC
NM
NY
NJ
H
N
V
N
M
S
M
I
M
O
M
D
M
A
M
E
M
N
E
N
T
M
Methodology
These data are based on 176,702 interviews with U.S. adults across all 50 states, conducted from January 2 to December 30,
2014. Gallup conducts 500 telephone interviews a day with American adults, for a resulting sample that projects to an estimated
95 percent of all U.S. adults. The Well-Being Index is calculated on a scale of 0 to 100, where zero represents the lowest possible
well-being and 100 represents the highest possible well-being. Visit wbi.healthways.com to learn more.
“
Researchers, policy makers and healthcare leaders need good information about the well-being of
populations that they serve. Well-being sheds light on the issues that drive quality, cost and productivity.
A well-being metric also supports the creation of an action plan for our nation, in order to achieve sustained
– David B. Nash MD, MBA, Dean, Jefferson School of Population Health
improvement in the health of our citizens.”
thrive
Healthways’ purpose is to improve well-being. We improve well-being for individuals, healthcare
providers, businesses and entire communities. At its core, well-being is the composite of how
people think about their life experience now and how they project that experience to change for
the future. Feeding their perspective are the thousands of conscious and unconscious decisions
they make every day that, over time, form their habits and behaviors, both positive and negative.
There are myriad influences that contribute to well-being, but our science shows that the five
core elements of well-being are one’s sense of purpose; social connections; financial confidence;
closeness to community; and physical status. Taken together, these elements determine if
individuals - or whole populations - are thriving, struggling or suffering. For individuals, higher
well-being means living better and longer; for employers, improving well-being lowers medical
cost and improves workforce productivity; for healthcare providers and insurers, enhancing
well-being is an effective way to manage risk and deliver value; and for communities and
government, high well-being is critical to economic vitality. Our unique total population health
solution, therefore, is designed to support people in achieving and maintaining their optimal
well-being – regardless of both their starting point and the number of risks or challenges to
their well-being. When we achieve that aim, health-related costs are reduced and multiple
dimensions of performance are enhanced.
Board of Directors
Donald Tramuto
Chairman
Chief Executive Officer and Chairman
Physicians Interactive Holdings
J. Cris Bisgard, M.D., M.P.H.
Former Director of Health Services
Delta Air Lines
Mary Jane England, M.D.
Professor
Dept of Community Health Sciences
Boston University School of Public Health
Former President of Regis College
Bradley S. Karro
Principal of Hillcote Advisors
Former Executive Vice President of Caremark Rx
Paul H. Keckley, PhD
Managing Director - Navigant Center for
Healthcare Research and Policy Analysis
Editor - The Keckley Report
Conan J. Laughlin
Founder, Portfolio Manager and Managing
Member of North Tide Capital LLC
Ben R. Leedle, Jr.
President and Chief Executive Officer
Healthways, Inc.
William D. Novelli
Professor
McDonough School of Business
Georgetown University
Former Chief Executive Officer of AARP
Alison Taunton-Rigby, Ph.D.
Former Chief Executive Officer
RiboNovix, Inc.
John A. Wickens
Former National Health Plan President
UnitedHealth Group
Kevin G. Wills
Managing Director and Chief Financial Officer
AlixPartners
Management Team
Ben R. Leedle, Jr.
President and Chief Executive Officer
Alfred Lumsdaine, CPA
Executive Vice President
and Chief Financial Officer
Matthew Michela
Executive Vice President
and Chief Operating Officer
Michael Farris
Executive Vice President
and Chief Commercial Officer
Peter Choueiri
President, Healthways International
Mary S. Flipse
Senior Vice President
and General Counsel
Board of Directors
Donald Tramuto
Chairman
Chief Executive Officer and Chairman
Physicians Interactive Holdings
J. Cris Bisgard, M.D., M.P.H.
Former Director of Health Services
Delta Air Lines
Mary Jane England, M.D.
Professor
Dept of Community Health Sciences
Boston University School of Public Health
Former President of Regis College
Bradley S. Karro
Principal of Hillcote Advisors
Former Executive Vice President of Caremark Rx
Paul H. Keckley, PhD
Managing Director - Navigant Center for
Healthcare Research and Policy Analysis
Editor - The Keckley Report
Conan J. Laughlin
Founder, Portfolio Manager and Managing
Member of North Tide Capital LLC
Ben R. Leedle, Jr.
President and Chief Executive Officer
Healthways, Inc.
William D. Novelli
Professor
McDonough School of Business
Georgetown University
Former Chief Executive Officer of AARP
Alison Taunton-Rigby, Ph.D.
Former Chief Executive Officer
RiboNovix, Inc.
John A. Wickens
Former National Health Plan President
UnitedHealth Group
Kevin G. Wills
Managing Director and Chief Financial Officer
AlixPartners
Management Team
Ben R. Leedle, Jr.
President and Chief Executive Officer
Alfred Lumsdaine, CPA
Executive Vice President
and Chief Financial Officer
Matthew Michela
Executive Vice President
and Chief Operating Officer
Michael Farris
Executive Vice President
and Chief Commercial Officer
Peter Choueiri
President, Healthways International
Mary S. Flipse
Senior Vice President
and General Counsel
about
Healthways (Nasdaq: HWAY) is the largest independent global provider of well-being improvement solutions.
Dedicated to creating a healthier world one person at a time, the Company uses the science of behavior change
to produce and measure positive change in well-being for its customers, which include employers, integrated
health systems, hospitals, physicians, health plans, communities and government entities. Healthways provides highly
specific and personalized support for each individual and their team of experts to optimize each participant’s health
and productivity and to reduce health-related costs. Results are achieved by addressing longitudinal health risks and
care needs of everyone in a given population. The Company has scaled its proprietary technology infrastructure and
delivery capabilities developed over 30 years and now serves approximately 68 million people on four continents.
Learn more at healthways.com.
Healthways • 701 Cool Springs Blvd • Franklin, TN 37067 • Copyright © 2015 Healthways, Inc. All rights reserved.
2014 ANNUAL REPORT
Corporate Information
& 2014 Form 10-K
Financial Highlights
Year Ended and at December 31,
(In thousands, except per share data)
Operating Data
Revenues
Net loss
Net loss per share (1)
Adjusted net income per diluted share /
net (loss) per share (1)
Basic weighted average common shares
and equivalents
Diluted weighted average common shares
and equivalents
Financial Position
Cash and cash equivalents
Working deficit
Total assets
Long-term debt
Other long-term liabilities
Stockholders’ equity
2014
2013
$
$
$
$
$
742,183
(5,561)
(0.16)
0.27
35,302
35,302
1,765
(7,629)
811,908
231,112
72,993
304,590
$
$
$
$
$
663,285
(8,541)
(0.25)
(0.19)
34,489
34,489
2,584
(5,194)
749,011
237,582
51,003
302,690
(1) See the last page and inside back cover of this supplement for a reconciliation of GAAP and non-GAAP results.
Corporate Information
Form 10-K/Investor Contact
A copy of the Healthways, Inc. Annual Report on Form 10-K for fiscal 2014 filed with the Securities and
Exchange Commission is available on the Company’s website, www.healthways.com. It is also available from
the Company (without exhibits) at no charge. These requests and other investor contacts should be directed
to Chip Wochomurka, Vice President – Investor Relations, at the Company’s corporate office.
Annual Meeting
The annual meeting of stockholders will be held on May 19, 2015, at 8:00 a.m. at the Franklin Marriott Cool
Springs, 700 Cool Springs Boulevard, Franklin, Tennessee.
Corporate Office
Healthways, Inc.
701 Cool Springs Boulevard
Franklin, Tennessee 37067
(800) 327-3822
www.healthways.com
Registrar and Transfer Agent
Computershare Shareholder Services, LLC
P.O. Box 43078
Providence, Rhode Island 02940-3078
(800) 622-6757
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2014
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission file number 000-19364
HEALTHWAYS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
62-1117144
(I.R.S. Employer
Identification No.)
701 Cool Springs Boulevard, Franklin, TN 37067
(Address of principal executive offices) (Zip code)
(615) 614-4929
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock - $.001 par value, and
Name of each exchange on which registered
The NASDAQ Stock Market LLC
related Preferred Stock Purchase Rights
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes (cid:1407)
No (cid:1409)
Yes (cid:1407)
No (cid:1409)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes (cid:1409)
No (cid:1407)
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files).
Yes (cid:1409)
No (cid:1407)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter)
is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
(cid:1407)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer, or a
smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer", and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer (cid:1407) Accelerated filer (cid:1409) Non-accelerated filer (cid:1407) Smaller reporting company (cid:1407)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes (cid:1407)
No (cid:1409)
As of June 30, 2014, the last business day of the registrant's most recently completed second fiscal quarter, the
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was
approximately $515.6 million based on the price at which the shares were last sold for such date on The NASDAQ Stock
Market.
As of March 6, 2015, 35,676,272 shares of Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for the 2015 Annual Meeting of Stockholders are incorporated by reference
into Part III of this Form 10-K.
2
Healthways, Inc.
Form 10-K
Table of Contents
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Certain Relationships and Related Transactions, and Director
Independence
Principal Accounting Fees and Services
Part I
Part II
Part III
Part IV
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Exhibits, Financial Statement Schedules
Page
4
12
21
21
22
23
24
25
26
41
42
76
76
77
78
78
78
78
78
79
3
Item 1. Business
Overview
PART I
Founded and incorporated in Delaware in 1981, Healthways, Inc. provides comprehensive total population health
management solutions that are uniquely designed to help people improve their well-being, thereby improving their health
and productivity and reducing their health-related costs. Total population health management involves a proactive
approach to reducing avoidable disease incidence – a considerable improvement from the more traditional and more
costly method of waiting for people to get a disease before acting.
As used throughout this report, unless the context otherwise indicates, the terms "we," "us," "our," "Healthways"
or the "Company" refer collectively to Healthways, Inc. and its wholly-owned subsidiaries.
As a global leader in total population health, Healthways has established a proven value proposition: by taking a
systematic approach to keeping healthy people healthy, eliminating or reducing lifestyle risks and optimizing care for
persistent or chronic conditions, we help our customers reduce health-related costs and increase productivity and
performance across whole populations, including workforces, health plan memberships, and communities. We are
pioneers of this systematic approach, and we believe we are unique in having the capability to provide a full spectrum of
proven total population health management solutions.
Healthways' comprehensive well-being improvement programs provide personalized solutions for any individual,
irrespective of their health status, age or paying sponsor. Our total population health technology platform uses our
proprietary analytics and predictive models to enable us to stratify the population, develop individualized well-being
improvement plans and deliver action-based solutions to improve individual and organizational performance. Our
technology-driven infrastructure is compatible with, and integrated into, our customers' systems. Through this data-driven
process, we identify the needs of each individual in a population and determine the right level of support. This allows us
to efficiently deploy successful strategies to sustain engagement, to use the best science to drive behavior change and
ultimately deliver meaningful, measurable outcomes. We know that each individual in a given population often
simultaneously seeks a variety of support services in his or her pursuit of improved well-being. We provide a full spectrum
of services that can be delivered at scale, and in a manner that meets the needs of individuals over time.
Our value proposition, described above, has been proven and published in peer-reviewed studies. Our systematic
approach and comprehensive well-being improvement solutions are designed to focus on improving a population's
essential well-being elements: physical, financial, social, community and sense of purpose.
For example, to keep healthy people healthy, our wellness and prevention programs focus on education, physical
fitness, nutrition, health coaching and tools that support behavior change by:
(cid:120)
fostering well-being improvement and disease prevention through biometric screening and proprietary well-
being assessments;
(cid:120) engaging people in our well-being improvement programs, such as fitness, weight management, stress
management, and financial and lifestyle management; and
(cid:120) providing access to our fitness center, physical and occupational therapy, chiropractic, and complementary
and alternative medicine provider networks.
To eliminate or reduce lifestyle risks, our programs help to motivate people to make positive lifestyle changes and
accomplish individual goals, such as increasing physical activity for seniors, overcoming nicotine addiction or generating
sustainable weight loss, by:
(cid:120) promoting personal change and improvement in the lifestyle behaviors that lead to poor health or chronic
conditions; and
(cid:120) providing personal interactions with highly trained healthcare professionals and educational materials to
create and sustain healthier behaviors for those individuals at risk or in the early stages of chronic
conditions.
4
To help people optimize care for persistent or chronic conditions we:
(cid:120)
incorporate the latest, evidence-based clinical guidelines into interventions to optimize patient health
outcomes;
(cid:120) develop care support plans and motivate members to set attainable goals for themselves;
(cid:120) provide local market resources to address acute episodic interventions;
(cid:120)
coordinate members' care as an extension of their healthcare providers;
(cid:120) provide software technology solutions and management consulting in support of well-being improvement
services; and
(cid:120) provide high-risk care management for members at risk for hospitalization due to complex conditions.
In North America, we operate in all 50 states and the District of Columbia. Our customers include health plans,
both commercial and Medicare Advantage, large self-insured employers, including state and municipal government
entities, and providers of healthcare, including integrated healthcare systems, hospitals and physician groups. We also
provide services to commercial healthcare businesses and/or government entities in Brazil, Australia, and France.
Our services are delivered using a range of methods, including venue-based face-to-face interactions; print;
phone; mobile and remote devices with unique applications; on-line, including social networks; and any combination of
these methods to motivate and sustain healthy behaviors. Many of our programs for lifestyle support, management and
education are delivered through web-based portals and mobile applications and may also offer a social networking
opportunity.
We have a scalable platform that we believe will enable us to gain substantial operating leverage as we grow –
our proprietary technology infrastructure and delivery capabilities are currently accessible to approximately 68 million
people across four continents. Our scalable model is also flexible, and therefore the degree of our engagement and model
In many cases, our intervention services are delivered
of support can evolve with our customers' needs and preferences.
from our domestic and international well-being improvement call centers staffed with a range of professionals including,
but not limited to, nurses, dieticians, pharmacists, health coaches, exercise specialists and nutritional counselors. Our
fitness center network encompasses approximately 16,000 U.S. locations. We also maintain an extensive network of over
88,000 complementary, alternative and physical medicine practitioners, which offers convenient access to the significant
number of individuals who seek health services outside of the traditional healthcare system.
Customer Contracts
Our fees are generally billed on a per member per month ("PMPM") basis or upon member participation, such as
the Healthways® SilverSneakers® fitness solution. For PMPM fees, we generally determine our contract fees by
multiplying the contractually negotiated PMPM rate by the number of members covered by our services during the
month. We typically set PMPM rates during contract negotiations with customers based on the value we expect our
programs to create and a sharing of that value between the customer and the Company.
Our contracts with health plans and integrated healthcare systems generally range from three to five years with
several comprehensive strategic agreements extending up to ten years in length. Contracts with self-insured employers
typically have two to four-year terms. Some of our contracts allow the customer to terminate early.
Some of our contracts place a portion of our fees at risk based on achieving certain performance metrics, cost
savings, and/or clinical outcomes improvements ("performance-based"). Approximately 6% of revenues recorded during
the twelve months ended December 31, 2014 were performance-based and 2% of revenues were subject to final
reconciliation as of December 31, 2014.
5
Backlog
Backlog represents the estimated average annualized revenue at target performance over the term of the contract
for business awarded but not yet started. We do not consider backlog at December 31 to be a meaningful predictor of our
future revenues as a significant majority of our new revenues come from a combination of expanding revenue from
existing customers and new customers with contracts that are signed and started on a non-calendar year basis.
Annualized revenue in backlog as of December 31, 2014 and 2013 was as follows:
(In thousands)
December 31,
2014
December 31,
2013
Annualized revenue in backlog
$
9,100 $
39,800
Business Strategy
Our business strategy and value proposition reflect our fundamental belief that people with higher well-being have
lower overall health-related costs, improved workforce engagement and improved productivity, which yields better
performance for individuals, families, health plans, governments, employers, integrated healthcare systems and
communities.
We believe the entire healthcare market is shifting to payment for outcomes, not simply volume of services or
time, and that total population health management is the most effective model within this pay-for-value reimbursement
market. Unlike historical business models that generate revenue based on the cost of a unit of service delivered, the total
population health management business model only creates recurring revenue if a positive outcome – lower medical cost
and/or improved productivity – is achieved. We believe this model is better aligned with macro healthcare trends and their
impact on payors, providers and consumers.
Strategic Transformation
In 2006, we recognized that an evolving healthcare landscape and difficult economic headwinds were challenging
our conventional stand-alone disease management model. We therefore undertook a major strategic transformation,
which is now largely complete, to become a leader in the rapidly growing total population health management industry.
Over the past eight years, we designed, built, and implemented a business model that utilizes the Company's core
strengths and that provides a diverse set of total population health management services to a broader set of end customer
markets. The transformation involved:
•
•
•
Investing in technology and innovative capabilities to form our scalable platform to deliver our comprehensive well-
being improvement solution;
Expanding the scope and extending the term of our relationships with a number of our largest customers; and
Establishing significant new customer relationships by providing value aligned with their needs.
Ultimately, these actions led to a highly scalable business in what has become a growing industry that we have
estimated to be at least a $50 billion total addressable opportunity in our current geographic markets.
6
Scalable Model
Our scalable model is flexible, and therefore the degree of our engagement and model of support can evolve with
our customers' needs and preferences. The behavior change techniques and predictive modeling incorporated in our
technology identify an individual's readiness to change and provide personalized support through appropriate interactions
using a range of methods desired by an individual, including venue-based face-to-face; print; phone; mobile and remote
devices with unique applications; on-line, including social networks; and any combination thereof to motivate and sustain
healthy behaviors. We can take a simple approach to scaling the business by providing the support each individual needs
using the most cost-effective modality.
In order to do this across millions of lives, we have built a delivery infrastructure that can accommodate the
balance between cost of delivery and required intensity of intervention while still solving for the preference sensitivities of
each individual so that they stay engaged. A large percentage of the population is supported through self-directed
modalities of mobile, web and integrated devices. A small percentage of the population has more intensive needs and
receives person-to-person services. In the end, the modalities used and intensity of service must deliver the expected
result – healthier people who perform better and cost less.
While our transformation-related infrastructure and technology investments are largely complete, we continue to
invest in technology and are continually refining our proprietary clinical, data management, and reporting systems to
continue to meet the information management requirements of our services.
Strategic Partnerships
Strategic partnerships with leading health and well-being solutions providers are an important part of our business
strategy.
Through our exclusive, 25-year relationship with Gallup which began in 2008, we have created a definitive
measure and empiric database of changes in the well-being of the U.S. population based on over two million completed
surveys to date, known as the Gallup-Healthways Well-Being Index®. This database supports our understanding of the
causes and effects of well-being for a population. In 2012, we created a global joint venture with Gallup that has
developed the next generation of Gallup-Healthways individual well-being assessment tools, known as the Gallup-
Healthways Well-Being 5TM, to provide employers, health providers, insurers and other interested parties with a validated
capability to assess, measure and report on changes in the well-being of their employees, patients, members and
customers.
Additionally, we have a series of exclusive and proprietary relationships to deliver specific solutions to our
customer markets. We collaborate with Blue Zones, LLC to deliver a scaled well-being improvement solution to support
our customers' initiatives to improve the well-being of entire community populations. We also have an exclusive
partnership with Dr. Dean Ornish that is scaling access to the Dr. Ornish's Program for Reversing Heart Disease™ for a
number of health plans, health systems and hospitals. In another exclusive arrangement, Healthways Financial Well-
Being™, powered by Dave Ramsey, empowers individuals to take control of their personal finances by blending the
proven approach of New York Times best-selling author and national radio show host Dave Ramsey with Healthways'
intuitive technology, science-based methodology and well-being expertise.
Customer Growth Strategy
Today, we have a number of customer markets for our well-being improvement solutions, including health plans
(both commercial and Medicare Advantage), self-insured employers, integrated health systems/hospitals/physician groups
and international entities. Our strategy to grow the business has three components. 1) We are growing the market
opportunity by adding new customers in our geographic footprint in the U.S. and abroad and adding countries in our
international business. 2) We are growing the eligible lives for services within our existing customers, both as our
customers grow their eligible populations or offer our solutions more broadly within their membership. 3) We are
expanding our scope of services with existing customers who initially purchased something less than our comprehensive
solution.
7
Health Plans: A number of contracts signed and expanded since 2011 have increased both the level of integration
and breadth of services provided to major regional commercial health plans, as they develop and implement a number of
patient-centered medical home models. Our services extend beyond chronic care and wellness programs to include a full
range of care management functions, as well as a variety of health promotion and prevention and quality improvement
solutions. Examples include: Blue Zones systematic, environmental approach to community well-being, MeYou Health
web and mobile device based social networking well-being improvement tools and the hospital-based Dr. Ornish's
Program for Reversing Heart DiseaseTM. We expect additional opportunities to grow in this market, based upon the
competitive advantage that our total population management approach provides to health plans and their customers in
addition to the external market forces orienting this market toward outcome-driven solutions.
We also provide a variety of services to most of the major Medicare Advantage health plans. We expect this
market to grow as the Medicare Advantage and Medicare Supplemental health plan memberships grow with an aging
population. Our SilverSneakers® senior fitness program is the largest single program within our current services to this
market. We are leveraging the fitness center national network to expand our product offering in the traditional commercial
health plan and large employer markets – an increasingly important part of our overall well-being improvement solution. In
addition, more of the senior population is becoming interested in web-based services and mobile applications, and some
of our Medicare Advantage health plan customers are therefore adding these services for personal support and social
networking.
Self-Insured Employers: Large self-insured employers, including state and municipal government entities,
continue to demand services that focus across the entire population of employees and their dependent family members.
These employers typically seek to utilize a broad array of our intervention capabilities. Our comprehensive well-being
improvement solution targets a much larger improvement in employer performance and profitability by reducing the impact
of productivity lost for health-related reasons, in addition to improving individuals' health and reducing direct healthcare
costs. With the success of our total population health management work, we expect to enhance our competitive
advantage by responding to and meeting employers' needs for a healthier, higher-performing, and less costly workforce.
Integrated Health Systems / Hospitals / Physician Groups: Significant changes in healthcare payment structures,
from fee for service to outcomes–based payments, have expanded our opportunities to provide services to integrated
healthcare systems, hospitals, and physicians. In 2011, we acquired Navvis & Company, a well-established provider of
strategic counsel and change management services that enable its healthcare system clients to become future-ready
clinical enterprises within the healthcare industry's rapidly emerging value-based reimbursement system. Our strategy
includes providing integrated healthcare systems, hospitals and physician enterprises with both consultative strategic
planning services and an array of solutions that enable and support the delivery of Physician-Directed Population Health
solutions. We expect to continue to grow the number and size of our health systems relationships through the ongoing
deployment of services including consulting, our acute to post-acute Care Transitions SolutionTM, the Dr. Ornish's
Program for Reversing Heart DiseaseTM, and the aggregation of risk lives within health systems for our total population
management services.
International Entities: Our international business continues to grow within our existing geographic footprint of
Australia, France and Brazil. Additionally, we have a pipeline of opportunities and expect our international business will
continue to expand. Our international strategy is to pursue opportunities in countries with a relatively developed
healthcare infrastructure, including the existence of one or more payors with a large volume of at risk lives. This approach
allows us to partner either directly with government payors or with the private insurers and service providers that operate
in those countries.
We expect to increase our competitive advantage and strong market position by leveraging the scope of our well-
being improvement services and capabilities, including our medical information content, behavior change processes and
techniques, strategic relationships, health provider networks and fitness center relationships. We also expect to continue
to scale the delivery of our solutions by employing a blend of our state-of-the-art well-being improvement call centers and
proprietary technologies, modalities, and techniques. While our core total population health infrastructure and technology
investments are complete and our scalable platform is in place, we may add new capabilities and technologies through
internal development, strategic alliances with other entities and/or selective acquisitions or investments.
8
Segment and Major Customer Information
We have two operating segments (domestic and international) that we have aggregated into one reportable
segment, well-being improvement services. During 2014, Humana, Inc. ("Humana") comprised approximately 11.6% of
our revenues. Our primary contract with Humana continues through 2016. No other customer accounted for 10% or more
of our revenues in 2014.
Competition
The healthcare industry is highly competitive and subject to continual change in the manner in which services are
provided. Other entities, whose financial, research, staff, and marketing resources may exceed our resources, are
marketing a variety of total population health management services and other services or have announced an intention to
offer such services to health plans, both commercial and Medicare Advantage; large self-insured employers, including
state and municipal government entities; and providers of healthcare, including integrated healthcare systems, hospitals,
and physician groups. These entities include health and wellness companies, retail drug stores, major pharmaceutical
companies, health plans, healthcare web-based and/or print content companies, home healthcare organizations,
providers, pharmacy benefit management companies, medical device and diagnostic companies, healthcare information
technology companies, Internet-based medical content companies, revenue cycle management companies, consulting
firms and other entities.
We believe we have advantages over our competitors because of the breadth and depth of our well-being
improvement capabilities, including the scope of our strategic relationships; state-of-the-art proprietary information
technology; predictive modeling and data integration capabilities; behavior-change techniques; the comprehensive
recruitment and training of our clinical colleagues; our experienced management team; the comprehensive clinical nature
and evidence-based scientific foundation of our product offerings; our established reputation for providing well-being
improvement services to members wishing to maintain health, who possess health risk factors or are diagnosed with
chronic diseases; and the proven financial and clinical results delivered by our programs as evidenced through a library of
published peer-reviewed outcomes studies. However, we cannot assure you that we can compete effectively with other
entities such as those noted above.
Industry Integration and Consolidation
Consolidation has been an important factor in all aspects of the healthcare industry, including the well-being and
health management sector. While we believe the size of our membership base provides us with the economies of scale
to compete even in a consolidating market, we cannot assure you that we can effectively compete with companies formed
as a result of industry consolidation or that we can retain existing health plan, integrated healthcare system, or employer
customers if they are acquired by other entities which already have or contract for programs similar to ours or are not
interested in our programs.
Pursuant to the Patient Protection and Affordable Care Act, as amended by the Health Care and Education
Reconciliation Act of 2010 (collectively, "PPACA"), the U.S. Department of Health & Human Services ("HHS") established
a Medicare Shared Savings Program that promotes accountability and coordination of care among providers through the
creation of Accountable Care Organizations ("ACOs"). The program allows providers, including hospitals, physicians, and
other designated professionals, to form ACOs and voluntarily work together to invest in infrastructure and redesign
delivery processes to achieve high quality and efficient delivery of services. We provide support and services for multiple
ACOs that serve Medicare fee-for-service beneficiaries through our partnerships with integrated health systems. Further,
PPACA required HHS to establish voluntary national bundled payment programs under which participating groups of
providers receive a single payment for certain medical conditions or episodes of care. While ACOs and bundled
payments are Medicare programs under PPACA, commercial insurers and private managed care health plans may
increasingly shift to ACO and bundled payment models as well. We expect these and other changes resulting from
PPACA to further encourage integration and increase consolidation in the healthcare industry.
9
Governmental Regulation
Governmental regulation impacts us in a number of ways in addition to those regulatory risks presented under
Item 1A. "Risk Factors" below.
Patient Protection and Affordable Care Act
PPACA changes how healthcare services are covered, delivered, and reimbursed through, among other things,
significant reductions in the growth of Medicare program payments. In addition, PPACA reforms certain aspects of health
insurance, expands existing efforts to tie Medicare and Medicaid payments to performance and quality, and contains
provisions intended to strengthen fraud and abuse enforcement. PPACA contains provisions that have, and will continue
to have, an impact on our customers, including commercial health plans and Medicare Advantage programs.
Among other things, PPACA decreases the number of uninsured individuals and expands coverage through the
expansion of public programs and private sector health insurance as well as a number of health insurance market
reforms. In addition, PPACA encourages the utilization of preventive services and wellness programs, such as those we
provide. However, PPACA also directly affects the customers or prospective customers that contract for our services and
may increase their costs and/or reduce their revenues. For example, PPACA prohibits commercial health plans from
using gender, health status, family history, or occupation to set premium rates, eliminates pre-existing condition
exclusions, and bans annual benefit limits. In addition, PPACA mandates minimum medical loss ratios ("MLRs") for
health plans such that the percentage of health coverage premium revenue spent on healthcare medical costs and quality
improvement expenses be at least 80% for individual and small group health plans and 85% for large group coverage and
Medicare Advantage plans, with policyholders receiving rebates, and the Centers for Medicare and Medicaid Services
("CMS") receiving refunds in the case of Medicare Advantage plans, if the actual loss ratios fall below these minimums.
Changes in laws governing reimbursement to health plans providing services under governmental programs such
as Medicare and Medicaid may affect us. PPACA impacts Medicare Advantage programs in a variety of ways. PPACA
reduces premium payments to Medicare Advantage plans such that the managed care per capita payments paid by CMS
to Medicare Advantage plans are, on average, equal to those for traditional Medicare. While PPACA awards bonuses to
Medicare Advantage plans that achieve service benchmarks and quality ratings, overall payments to Medicare Advantage
plans are significantly reduced under PPACA. The impact of these reductions on our business is not yet clear.
It is difficult to predict with any reasonable certainty the full impact of PPACA on the Company due to the law's
complexity, lack of implementing regulations or interpretive guidance, gradual and potentially delayed implementation,
remaining or new court challenges, and possible amendment or repeal. For example, the U.S. Supreme Court will decide
a case known as King v. Burwell during the 2015 session, which challenges the extension of federal subsidies to
premiums for health insurance policies purchased through American Health Benefit Exchanges ("Exchanges") operated
by the federal government. If the plaintiffs prevail, the case could significantly affect implementation of PPACA, including
making it more difficult for residents of states not operating Exchanges to purchase or maintain insurance coverage.
Other Laws
While many of the governmental and regulatory requirements affecting healthcare delivery generally do not
directly apply to us, our customers must comply with a variety of regulations including Medicare Advantage marketing and
other restrictions, the licensing and reimbursement requirements of federal, state and local agencies and the requirements
of municipal building codes and health codes. Certain of our services, including health service utilization management
and certain claims payment functions, require licensure by government agencies. We are subject to a variety of legal
requirements in order to obtain and maintain such licenses.
10
Certain of our professional healthcare employees, such as nurses, must comply with individual licensing
requirements. All of our healthcare professionals who are subject to licensing requirements are licensed in the state in
which they are physically present, such as the professionals located at a well-being improvement call center. Multiple
state licensing requirements for healthcare professionals who provide services telephonically over state lines may require
some of our healthcare professionals to be licensed in more than one state. We continually monitor legislative, regulatory
and judicial developments in telemedicine in order to stay in compliance with state and federal laws; however, new
agency interpretations, federal or state legislation or regulations, or judicial decisions could increase the requirement for
multi-state licensing of all well-being improvement call center health professionals, which would increase our costs of
services.
Federal privacy regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996
("HIPAA") extensively restrict the use and disclosure of individually-identifiable health information by health plans, most
healthcare providers, and certain other entities (collectively, "covered entities"). Federal security regulations issued
pursuant to HIPAA require covered entities to implement and maintain administrative, physical and technical safeguards
to protect the confidentiality, integrity and availability of electronic individually-identifiable health information. Because
we handle individually-identifiable health information on behalf of covered entities, we are considered a "business
associate" and are required to comply with most aspects of the HIPAA privacy and security regulations.
Violations of HIPAA and its implementing regulations may result in criminal penalties and in civil penalties of up to
$50,000 per violation for a maximum civil penalty of $1.5 million in a calendar year for violations of the same
requirement. In addition, we may be contractually or directly obligated to comply with any applicable state laws or
regulations related to the confidentiality and security of confidential personal information. In the event of a data breach
involving individually-identifiable health information, we are subject to contractual obligations and state and federal
requirements that require us to notify our customers. These requirements may also require us or our customers to notify
affected individuals, regulatory agencies, and the media of the data breach. In addition, non-permitted uses and
disclosures of unsecured individually identifiable health information are presumed to be breaches for which notice is
required, unless it can be demonstrated that there is a low probability the information has been compromised.
Federal law contains various prohibitions related to false statements and false claims, some of which apply to
private payors as well as federal programs. Actions may be brought under the federal False Claims Act by the
government as well as by private individuals, known as "whistleblowers," who are permitted to share in any settlement or
judgment.
There are many potential bases for liability under the False Claims Act, including knowingly and improperly
avoiding repayment of an overpayment received from the government and the knowing failure to report and return an
overpayment within 60 days of identifying the overpayment. Liability under the False Claims Act also arises when an entity
knowingly submits a false claim for reimbursement to the federal government, and the False Claims Act defines the term
"knowingly" broadly. The Health Reform Law provides that submission of claims for services or items generated in
violation of certain "fraud and abuse" provisions of the Social Security Act, including the anti-kickback provisions,
constitutes a false or fraudulent claim under the False Claims Act. In some cases, whistleblowers, the federal government,
and some courts have taken the position that entities that allegedly have violated other statutes, such as the federal self-
referral prohibition commonly known as the Stark Law, have thereby submitted false claims under the False Claims
Act. From time to time, participants in the healthcare industry, including our company and our customers, may be subject
to actions under the False Claims Act, and it is not possible to predict the impact of such actions.
11
Employees
As of March 1, 2015, we had approximately 2,700 employees. Our employees are not subject to any collective
bargaining agreements. We believe we have good relationships with our employees.
Available Information
Our Internet address is www.healthways.com. We make available free of charge, on or through our Internet
website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments
to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the
Securities and Exchange Commission ( the "SEC"). The public may read and copy any materials that we file with the
SEC at the SEC's Public Reference Room at 100 F Street NE, Washington DC 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet
site that contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC at www.sec.gov.
Item 1A. Risk Factors
In the execution of our business strategy, our operations and financial condition are subject to certain risks. A
summary of certain material risks is provided below, and you should take such risks into account in evaluating any
investment decision involving the Company. This section does not describe all risks applicable to us and is intended only
as a summary of certain material factors that could impact our operations in the industry in which we operate. Other
sections of this Annual Report on Form 10-K (this "Report") contain additional information concerning these and other
risks.
We depend on payments from customers, and cost reduction pressure on our customers may adversely affect
our business and results of operations.
The healthcare industry currently faces significant cost reduction pressures as a result of increased competition,
constrained revenues from governmental and private sources, increasing underlying medical care costs and general
economic conditions. We believe that these pressures will continue and possibly intensify.
We believe that our solutions, which are geared to foster well-being improvement by engaging people in health
improvement programs, specifically assist our customers in controlling the costs of healthcare; however, the pressures to
reduce costs in the short term may negatively affect our ability to sign and/or retain contracts under existing terms or to
restructure these contracts on terms that would not have a material negative impact on our results of operations. These
financial pressures could have a negative impact on our results of operations.
A significant percentage of our revenues is derived from health plan customers.
A significant percentage of our revenues is derived from health plan customers. The health plan industry
continues to consolidate, and we cannot assure you that we will be able to retain health plan customers if they are
acquired by other health plans that already participate in competing programs or are not interested in our programs. In
addition, a reduction in the number of covered lives enrolled with our health plan customers or a decision by our health
plan customers to take programs in-house could adversely affect our results of operations. Our health plan customers are
subject to increased obligations under PPACA, including benefit mandates, limitations on exclusions and factors used for
rate setting, requirements for MLRs, and increased taxes. In determining how to meet these requirements, current or
prospective customers may seek reduced fees or choose to reduce or delay the purchase of our services.
12
In addition, PPACA required that each state establish or participate in an Exchange (as defined above) where
individuals may compare and purchase health insurance. Health plans participating in an Exchange must offer a set of
minimum benefits, known as "essential health benefits," and may elect to offer additional benefits. Chronic disease
management is one of the ten essential health benefits. The parameters of the chronic disease management benefit may
vary based upon each state's specific benchmark plan which sets the standard for each market. It is possible that our
services will not qualify under these standards in some or all states. We cannot predict whether individuals who are currently
receiving our services will switch to health plans offered through the Exchanges that do not include our services. If we are
unable to provide services to health plans participating in Exchanges, if health plans in the Exchanges that engage our
services are not successful, or if the Exchanges otherwise reduce the number of members receiving our services or the
payments we receive, our results of operations could be negatively impacted.
We currently derive a significant percentage of our revenues from one customer.
Because of the size of its membership, Humana comprised approximately 11.6% of our revenues in 2014. No
other customer accounted for 10% or more of our revenues in 2014. Our primary contract with Humana continues through
2016. The loss or restructuring of a contract with, Humana or other large customers could have a material adverse effect
on our business and results of operations.
Our business strategy is dependent in part on developing new and additional products and services to
complement our existing products and services, as well as establishing additional distribution channels through
which we may offer our products and services.
Our strategy focuses on helping people adopt and/or maintain healthy behaviors, reducing health-related risk
factors, and optimizing care for identified health conditions. While we have considerable experience in solutions for a
broad range of health conditions, any new or modified programs will involve inherent risks of execution, such as our ability
to implement our programs within expected timelines or cost estimates; our ability to obtain adequate financing to provide
the capital that may be necessary to support our operations and to support or guarantee our performance under new
contracts; and our ability to deliver outcomes on any new products or services. In addition, as part of our business
strategy, we may enter into relationships to establish additional distribution channels through which we may offer our
products and services. As we offer products through new or alternative distribution channels, we may face difficulties,
such as potential customer overlap, which may lead to pricing conflicts, which may adversely affect our business.
Our business strategy relating to the development and introduction of new products and services exposes us to
risks such as limited customer acceptance and additional expenditures that may not result in additional net
revenue.
An important component of our business strategy is to focus on new products and services that enable us to
provide immediate value to our customers, such as Dr. Dean Ornish's Lifestyle Management Programs. Customer
acceptance of these new products and services cannot be predicted with certainty, and if we fail to execute properly on
this strategy or to adapt this strategy as market conditions evolve, our ability to grow revenue and our results of operations
may be adversely affected.
13
If we fail to successfully implement our business strategy, our financial performance and our growth could be
materially and adversely affected.
Our future financial performance and success are dependent in large part upon our ability to implement our
business strategy successfully. Implementation of our strategy will require effective management of our operational,
financial and human resources and will place significant demands on those resources. See Item 1. "Business – Business
Strategy" for more information regarding our business strategy. There are risks involved in pursuing our strategy,
including the following:
•
•
•
We may not be able to hire or retain the personnel necessary to manage our strategy effectively.
We may be unsuccessful in implementing improvements to operational efficiency and such efforts may
not yield the intended result.
Execution of our strategy may cause us to incur substantial implementation costs, make substantial
investments in technology and/or incur additional indebtedness, which may divert capital away from our
traditional business operations.
In addition to the risks set forth above, implementation of our business strategy could be affected by a number of
factors beyond our control, such as increased competition, legal developments, government regulation, general economic
conditions, increased operating costs or expenses, and changes in industry trends. We may decide to alter or discontinue
certain aspects of our business strategy at any time. If we are not able to implement our business strategy successfully,
our long-term growth and profitability may be adversely affected. Even if we are able to implement some or all of the
initiatives of our business strategy successfully, our operating results may not improve to the extent we anticipate, or at
all.
Our inability to renew and/or maintain contracts with our customers could adversely affect our business and
results of operations.
If our customers choose not to renew their contracts with us, our business and results of operations could be
materially adversely affected. No contracts subject to renewal in 2015 individually represent 2% or more of our 2014
revenues.
Failure to successfully execute on the terms of our contracts could result in significant harm to our business.
Our ability to grow and expand our business is contingent upon our ability to achieve desired performance
metrics, cost savings, and/or clinical outcomes improvements under our existing contracts and to favorably resolve
contract billing and interpretation issues with our customers. Some of our contracts place a portion of our fees at risk or
provide for gain share opportunity based on achieving such metrics, savings, and/or improvements. We cannot guarantee
that we will achieve and reach mutual agreement with customers with respect to contractually required performance
metrics, cost savings and/or clinical outcomes improvements under our contracts within the expected time
frames. Unusual and unforeseen patterns of healthcare utilization by individuals with diseases or conditions for which we
provide services could adversely affect our ability to achieve desired performance metrics, cost savings, and clinical
outcomes. Our inability to meet or exceed the targets under our customer contracts could have a material adverse effect
on our business and results of operations. Also, our ability to provide financial guidance with respect to performance-
based contracts is contingent upon our ability to accurately forecast variables that affect performance and the timing of
revenue recognition under the terms of our contracts ahead of data collection and reconciliation.
14
In addition, certain of our contracts are increasing in complexity, requiring integration of data, systems, people,
programs and services, the execution of sophisticated business activities, and the delivery of a broad array of services to
large numbers of people who may be geographically dispersed. The failure to successfully manage and execute the terms
of these agreements could result in the loss of fees and/or contracts and could adversely affect our business and results of
operations.
We depend on the timely receipt of accurate data from our customers and our accurate analysis of such data.
Identifying which members may benefit from receiving our services and measuring our performance under our
contracts are highly dependent upon the timely receipt of accurate data from our customers and our accurate analysis of
such data. Data acquisition, data quality control and data analysis are complex processes that carry a risk of untimely,
incomplete or inaccurate data from our customers or flawed analysis of such data, which could have a material adverse
effect on our ability to recognize revenues.
Our ability to achieve estimated annualized revenue in backlog is based on certain estimates.
Our ability to achieve estimated annualized revenue in backlog in the manner and within the timeframe we expect
is based on certain estimates regarding the implementation of our services. We cannot assure you that the amounts in
backlog will ultimately result in revenues in the manner and within the timeframe we expect.
Changes in macroeconomic conditions may adversely affect our business.
Economic difficulties and other macroeconomic conditions could reduce the demand and/or the timing of
purchases for certain of our services from customers and potential customers. Loss of a significant customer or a
reduction in a customer's enrolled lives could have a material adverse effect on our business and results of operations. In
addition, changes in economic conditions could create liquidity and credit constraints. We cannot assure you that we
would be able to secure additional financing if needed and, if such funds were available, that the terms and conditions
would be acceptable to us.
The continued expansion of our services into international markets subjects us to additional business,
regulatory and financial risks.
We provide health improvement programs and services in Brazil, Australia, and France, and we intend to continue
expanding our international operations as part of our business strategy. We have incurred and expect to continue to incur
costs in connection with pursuing business opportunities in international markets. Our success in the international
markets will depend in part on our ability to anticipate the rate of market acceptance of our solutions and the individual
market dynamics and regulatory requirements in potential international markets. Because the international market for our
services is still developing and also involves many new solutions, there is no guarantee that we will be able to achieve the
necessary cost savings and clinical outcomes improvements under our contracts with international customers within the
expected time frames and reach mutual agreement with customers with respect to those outcomes. The failure to
accurately forecast the costs of implementing our strategy of establishing a presence in these markets could have a
material adverse effect on our business.
In addition, as a result of doing business in foreign markets, we are subject to a variety of additional risks that are
different from the risks we face within the United States. Our future operating results in these countries or in other
countries or regions throughout the world could be negatively affected by a variety of factors that are beyond our
control. These factors include political conditions, economic conditions, legal and regulatory constraints, currency
regulations, and other matters in any of the countries or regions in which we operate, now or in the future. In addition,
foreign currency exchange rates and fluctuations may have an impact on our future costs or on future cash flows from our
international operations, and could adversely affect our financial performance. Other factors that may impact our
international operations include foreign trade, monetary and fiscal policies both of the United States and of other
countries, laws, regulations, and other activities of foreign governments, agencies, and similar organizations. Additional
risks inherent in our international operations generally include, among others, the costs and difficulties of managing
international operations, adverse tax consequences and greater difficulty in enforcing intellectual property rights in
countries other than the United States.
15
We may experience difficulties associated with the implementation and/or integration of new businesses, services
(including outsourced services), technologies, solutions, or products.
We may face substantial difficulties, costs, and delays in effectively implementing and/or integrating acquired
businesses, services (including outsourced services), or technologies into our platform. Implementing internally-
developed solutions and/or integrating newly acquired businesses, services (including outsourced services), and
technologies could be costly and time-consuming and may strain our resources. Consequently, we may not be successful
in implementing and/or integrating these new businesses, services, or technologies and may not achieve anticipated
revenue and cost benefits.
The performance of our business and the level of our indebtedness could prevent us from meeting the
obligations under our debt agreement or the cash convertible senior notes or have an adverse effect on our
future financial condition, our ability to raise additional capital, or our ability to react to changes in the economy
or our industry.
On June 8, 2012, we entered into the Fifth Amended and Restated Revolving Credit and Term Loan Agreement
(the "Fifth Amended Credit Agreement"), which was amended on February 5, 2013, March 15, 2013, July 1, 2013, April
14, 2014, and December 29, 2014. 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"), and on October 1, 2013, we entered
into an Investment Agreement (the "Investment Agreement") with CareFirst Holdings, LLC ("CareFirst"). Pursuant to the
Investment Agreement, we issued to CareFirst a convertible subordinated promissory note in an aggregate original
principal amount of $20 million (the "CareFirst Convertible Note"). As of December 31, 2014, our long-term debt under
these arrangements, including the current portion but excluding the debt discount, was $272.5 million.
Our ability to service our indebtedness (including the debt outstanding under the Fifth Amended Credit
Agreement, the Cash Convertible Notes and the CareFirst Convertible Note) will depend on our ability to generate cash in
the future. We cannot assure you that our business will generate sufficient cash flow from operations or that future
borrowings will be available in an amount sufficient to enable us to service our indebtedness or to fund other liquidity
needs.
The Fifth Amended Credit Agreement contains various financial covenants, restricts the payment of dividends,
and limits the amount of repurchases of our common stock. A breach of any of these covenants could result in a default
under the Fifth Amended Credit Agreement, in which all amounts outstanding under the Fifth Amended Credit Agreement
may become immediately due and payable, and all commitments under the Fifth Amended Credit Agreement to extend
further credit may be terminated. In addition, a payment default, including an acceleration following an event of default,
under the Fifth Amended Credit Agreement or under our indenture for the Cash Convertible Notes, could each trigger an
event of default under the other debt instrument, which could result in the principal of and the accrued and unpaid interest
on such debt becoming due and payable.
Our indebtedness could adversely affect our future financial condition or our ability to react to changes in the
economy or industry by, among other things:
•
•
•
•
increasing our vulnerability to a downturn in general economic conditions, loss of revenue and/or profit
margins in our business, or to increases in interest rates, particularly with respect to the portion of our
outstanding debt that is subject to variable interest rates;
potentially limiting our ability to obtain additional financing or to obtain such financing on favorable terms;
causing us to dedicate a portion of future cash flow from operations to service or pay down our debt, which
reduces the cash available for other purposes, such as operations, capital expenditures, and future
business opportunities; and
possibly limiting our ability to adjust to changing market conditions and placing us at a competitive
disadvantage compared to our competitors who may be less leveraged.
16
The conditional conversion feature of the Cash Convertible Notes, if triggered, may adversely affect our financial
condition and operating results.
The cash conversion feature of the Cash Convertible Notes (the "Cash Conversion Derivative") requires
bifurcation from the Cash Convertible Notes in accordance with Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") Topic 815, Derivatives and Hedging. In the event the conditional conversion
feature of the Cash Convertible Notes is triggered, holders of Cash Convertible Notes will be entitled to convert the Cash
Convertible Notes at any time during specified periods at their option. If one or more holders elect to convert their Cash
Convertible Notes, we would be required to pay cash to settle any such conversion, which could adversely affect our
liquidity. In addition, even if holders do not elect to convert their Cash Convertible Notes, we could be required under
applicable accounting rules to reclassify all or a portion of the outstanding principal of the Cash Convertible Notes as a
current rather than long-term liability, which could result in a material reduction of our net working capital.
The accounting for the Cash Convertible Notes and related cash convertible notes hedge transactions may result
in volatility to our consolidated statements of comprehensive income (loss).
The Cash Conversion Derivative that is part of the Cash Convertible Notes is accounted for as a derivative liability
pursuant to ASC Topic 470, Debt, relating to derivative instruments and hedging activities. In general, the initial valuation
of the conversion option was bifurcated from the debt component of the Cash Convertible Notes and is measured at fair
value each reporting period. For each financial statement period after issuance of the Cash Convertible Notes, a hedge
gain (or loss) will be reported in our consolidated statements of comprehensive income (loss) to the extent the valuation of
the Cash Conversion Derivative changes from the previous period. 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 recorded and carried at fair value as a derivative asset and are intended to
offset the gain (or loss) associated with changes to the valuation of the Cash Conversion Derivative. Although we do not
expect there to be a material net impact to our consolidated statements of comprehensive income (loss) as a result of our
issuing the Cash Convertible Notes and entering into the Cash Convertible Notes Hedges, we cannot assure you these
transactions will be completely offset, which may result in volatility to our consolidated statements of comprehensive
income (loss).
We are subject to counterparty risk with respect to the Cash Convertible Notes Hedges.
The counterparties to the Cash Convertible Notes Hedges (the "Counterparties") are financial institutions or
affiliates of financial institutions, and we will be subject to the risk that these Counterparties may default or otherwise fail to
perform, or may exercise certain rights to terminate their obligations, under the Cash Convertible Notes Hedges. Our
exposure to the credit risk of the Counterparties will not be secured by any collateral. If one or more of the Counterparties
to one or more of the Cash Convertible Notes Hedges becomes subject to insolvency proceedings, we will become an
unsecured creditor in those proceedings with a claim equal to our exposure at the time under those transactions. Our
exposure will depend on many factors but, generally, the increase in our exposure will be correlated to the increase in the
market price of our common stock and in volatility of our common stock. In addition, upon a default or other failure to
perform, or a termination of obligations, by one of the Counterparties, we may suffer adverse tax consequences and
dilution with respect to our common stock. We can provide no assurances as to the financial stability or viability of any of
the Counterparties.
We have a significant amount of goodwill and intangible assets, the value of which could become impaired.
We have recorded significant portions of the purchase price of certain acquisitions as goodwill and/or intangible
assets. At December 31, 2014, we had approximately $338.8 million and $69.2 million of goodwill and intangible assets,
respectively. We review goodwill and intangible assets not subject to amortization for impairment on an annual basis
(during the fourth quarter) or more frequently whenever events or circumstances indicate that the carrying value may not
be recoverable. If we determine that the carrying values of our goodwill and/or intangible assets are impaired, we may
incur a non-cash charge to earnings, which could have a material adverse effect on our results of operations for the period
in which the impairment occurs.
17
A failure of our information systems could adversely affect our business.
Our ability to deliver our services depends on effectively using information technology. We expect to continually
invest in updating and expanding our information technology capabilities. In some cases, we may have to make systems
investments before we generate revenues from contracts with new customers. In addition, these system requirements
expose us to technology obsolescence risks.
We rely upon our information systems for operating and monitoring all major aspects of our business. These
systems and, therefore, our operations could be damaged or interrupted by natural disasters, power loss, network failure,
improper operation by our employees, data privacy or security breaches, computer viruses, computer hacking, network
penetration or other illegal intrusions or other unexpected events. Any disruption in the operation of our information
systems, regardless of the cause, could adversely impact our operations, which may adversely affect our financial
condition, results of operations and cash flows.
A cyber-security incident could result in the loss of confidential data, give rise to remediation and other
expenses, expose us to liability under HIPAA, consumer protection laws, or common law theories, subject us to
litigation and federal and state governmental inquiries, damage our reputation, and otherwise be disruptive to
our business.
The nature of our business involves the receipt and storage of a significant amount of health information about the
participants in our programs. The secure maintenance of this confidential information is critical to our business operations.
To protect our information systems from attack, damage and unauthorized use, we have implemented multiple layers of
security, including technical safeguards, processes, and our people. Our defenses are monitored and routinely tested
internally and by external parties. Despite these efforts, threats from malicious persons and groups, new vulnerabilities,
and advanced attacks against information systems create risk of cyber security incidents. There can be no assurance
that we will not be subject to cyber security incidents that bypass our security measures, result in loss of personal health
information or other data subject to privacy laws or disrupt our information systems or business. As a result, cyber-security
and the continued development and enhancement of our controls, processes and practices remain a priority for us. We
may be required to expend significant additional resources in our efforts to modify or enhance our protective measures
against evolving threats or to investigate and remediate any cyber security vulnerabilities. The occurrence of a breach in
security of our systems or those of our third-party vendors and other service providers could result in interruptions, delays,
the loss, access, misappropriation, disclosure or corruption of data, liability under privacy, security and consumer
protection laws or litigation under these or other laws, including common law theories, and subject us to federal and state
governmental inquiries, any of which could have a material, adverse effect on our financial condition and results of
operations and harm our business reputation.
If we lose the services of our Chief Executive Officer or other members of our senior management team, we may
not be able to execute our business strategy.
We believe that our success depends in significant part upon the continued service of our senior management
team. In particular, we believe that our Chief Executive Officer, Ben R. Leedle, Jr., is critical to our strategic direction and
is uniquely positioned to lead the Company through the current business environment in the healthcare industry that
is largely due to the changes resulting from healthcare reform. The loss of our Chief Executive Officer, even temporarily,
or any other member of our senior management team could have a material adverse effect on our business.
18
We face competition for staffing, which may increase our labor costs and reduce profitability.
We compete with other healthcare and services providers in recruiting qualified management, including
executives with the required skills and experience to operate and grow our business, and staff personnel for the day-to-
day operations of our business and well-being improvement call centers, including nurses, health coaches, and other
healthcare professionals. In some markets, the scarcity of nurses, experienced health coaches, and other medical
support personnel has become a significant operating issue to healthcare businesses. These challenges may require us
to enhance wages and benefits to recruit and retain qualified management and other professionals. A failure to attract
and retain qualified management, nurses, health coaches, and other healthcare professionals, or to control labor costs,
could have a material adverse effect on our profitability.
Our industry is a rapidly evolving and highly competitive segment of the healthcare industry.
The rapidly growing industry in which we operate is an evolving segment of the overall healthcare industry
with many entities marketing or announcing an intention to offer a variety of total population health improvement services
and other services to health plans, integrated healthcare systems, self-insured employers, and government entities. The
financial, research, staff, and marketing resources of these entities may exceed our resources,
We believe we have advantages over our competitors because of the breadth and depth of our well-being
improvement capabilities, including our scope of strategic relationships, state-of-the-art proprietary information
technology, predictive modeling capabilities, behavior-change techniques, the comprehensive recruitment and training of
our clinical colleagues, our experienced management team, the comprehensive clinical nature of our product offerings,
our established reputation for providing well-being improvement services to members with health risk factors or chronic
diseases, and the proven financial and clinical outcomes of our programs. However, we cannot assure you that we can
compete effectively with other companies.
We are party to litigation that could force us to pay significant damages and/or harm our reputation.
We are subject to certain legal proceedings, which potentially involve large claims and significant defense costs
(see Item 3. "Legal Proceedings"). These legal proceedings and any other claims that we may face, whether with or
without merit, could result in costly litigation, and divert the time, attention, and resources of our management. Although
we currently maintain various types of liability insurance, there can be no assurance that the coverage limits of such
insurance policies will be adequate or that all such claims will be covered by insurance. Although we believe that we have
conducted our operations in full compliance with applicable statutory and contractual requirements and that we have
meritorious defenses to outstanding claims, it is possible that resolution of these legal matters could have a material
adverse effect on our results of operations. In addition, legal expenses associated with the defense of these matters may
be material to our results of operations in a particular financial reporting period.
Compliance with federal and state legislative and regulatory initiatives could adversely affect our results of
operations or may require us to spend substantial amounts acquiring and implementing new information
systems or modifying existing systems.
Our customers are subject to considerable state and federal government regulation. Many of these regulations
are vaguely written and subject to differing interpretations that may, in certain cases, result in unintended consequences
that could impact our ability to effectively deliver services.
We believe that federal requirements governing the confidentiality of individually-identifiable health information
permit us to obtain individually-identifiable health information for well-being improvement purposes from a covered entity;
however, state laws or regulations could impose additional and more restrictive privacy and security restrictions. We are
required to comply with most requirements of the HIPAA privacy and security laws and regulations and may be subject to
criminal or civil penalties for violations of these regulations. In addition, impermissible uses and disclosures of unsecured
individually identifiable health information are presumed to be breaches for which notice must be made by us or our
customers to affected individuals and, in some cases, the media, unless it can be demonstrated that there is a low
probability that the information has been compromised.
19
Although we continually monitor the extent to which federal and state legislation and regulations govern our
operations, new federal or state legislation or regulations that restrict our ability to obtain and handle individually-
identifiable health information or that otherwise restrict our operations could have a material adverse effect on our results
of operations.
Government regulators may interpret current regulations or adopt new legislation governing our operations in a
manner that subjects us to penalties or negatively impacts our ability to provide services.
Broadly written Medicare fraud and abuse laws and regulations may be subject to varying interpretations, which
may expose us to potential civil and criminal litigation regarding the structure of current and past contracts entered into
with our customers.
Expanding the well-being and health management industry to Medicare beneficiaries enrolled in Medicare
Advantage plans could lead to increased direct regulation of well-being and health management services. Further,
providing services to Medicare Advantage beneficiaries may result in our being subject directly to various federal laws and
regulations, including the federal False Claims Act, billing and reimbursement requirements and other provisions related
to fraud and abuse.
In addition, certain of our services, including health utilization management and certain claims payment functions,
require licensure by government agencies. We are subject to a variety of legal requirements in order to obtain and
maintain such licenses, but little guidance is available to determine the scope of some of these requirements. Failure to
obtain and maintain any required licenses or failure to comply with other laws and regulations applicable to our business
could have a material negative impact on our operations.
Certain of our professional healthcare employees, such as nurses, must comply with individual licensing
requirements.
All of our healthcare professionals who are subject to licensing requirements, such as the professionals located at
a well-being improvement call center, are licensed in the state in which they are physically present. Multiple state
licensing requirements for healthcare professionals who provide services telephonically over state lines may require us to
license some of our healthcare professionals in more than one state. We continually monitor legislative, regulatory, and
judicial developments in telemedicine; however, new agency interpretations, federal or state legislation or regulations, or
judicial decisions could increase the requirement for multi-state licensing of all well-being improvement call center health
professionals, which could increase our costs of services and could have a material adverse effect on our results of
operations.
Healthcare reform legislation may result in a reduction to our revenues from government health programs and
private insurance companies.
Among other things, PPACA decreases the number of uninsured individuals and expands coverage through the
expansion of public programs, increased access to private sector health insurance and a number of health insurance
market reforms. PPACA also encourages utilization of preventive services and wellness programs, such as those
provided by the Company. However, PPACA also directly affects our customers or prospective customers and may
increase their costs and/or reduce their revenues. For example, PPACA prohibits commercial health plans from using
gender, health status, family history, or occupation to set premium rates, eliminates pre-existing condition exclusions, and
bans annual benefit limits. In addition, PPACA mandates minimum MLRs for health plans such that the percentage of
health coverage premium revenue spent on healthcare medical costs and quality improvement expenses must be at least
80% for individual and small group health plans and 85% for large group coverage and Medicare Advantage plans, with
policyholders receiving rebates, and CMS receiving refunds in the case of Medicare Advantage plans, if the actual loss
ratios fall below these minimums. PPACA provides for reductions in funding to Medicare Advantage programs, which
may cause some Medicare Advantage plans to raise beneficiary premiums or limit benefits.
20
While we believe that our programs and services specifically assist our customers in controlling their costs and
improving their competitiveness, it is possible that the reforms imposed by PPACA will adversely affect the profitability of
our customers and cause our customers or prospective customers to reduce or delay the purchase of our services or to
demand reduced fees. Further, demand for our programs could be reduced if Medicare Advantage plans respond to
PPACA funding reductions or other changes by eliminating our programs or by limiting or changing benefits in a manner
that causes some Medicare Advantage beneficiaries to terminate their Medicare Advantage coverage.
Because of PPACA's complexity, lack of implementing regulations or interpretive guidance, gradual and
potentially delayed implementation, remaining or new court challenges, and possible amendment or repeal, we are unable
to predict all of the ways in which PPACA could impact the Company. We could also be impacted by future healthcare
reform legislative initiatives and/or government regulation.
We are exploring and evaluating strategic alternatives for the Company, and there can be no assurance that we
will be successful in consummating a viable strategic alternative, that any such strategic alternative will yield
additional value for stockholders, or that the process will not have an adverse impact on our business.
In January 2015, we announced that we retained J.P. Morgan Securities LLC as financial advisor to assist in
exploring and evaluating a broad range of strategic alternatives. No decision has been made to enter into any transaction
at this time, and there can be no assurances that this evaluation will result in any specific transaction. The process of
exploring strategic alternatives may be time-consuming and disruptive to our business operations, and if we are unable to
effectively manage the process, our business, financial condition, and results of operations could be adversely affected. In
addition, identifying and evaluating potential strategic alternatives may result in the incurrence of expenses and could
expose us to increased risk of claims or other litigation arising from the pursuit of one or more transactions.
Any strategic decision will involve risks and uncertainties, and we cannot assure you that any potential transaction
or other strategic alternative, if identified, evaluated and consummated, will provide greater value to our stockholders than
that reflected in the current stock price. Any potential transaction would be dependent upon a number of factors that may
be beyond our control, including, among other factors, market conditions, industry trends and the interest of third parties in
our business.
We do not intend to comment regarding the evaluation of strategic alternatives until such time as our board of
directors has determined the outcome of the process or otherwise has deemed that disclosure is appropriate. As a
consequence, perceived uncertainties related to the future of the Company may result in the loss of potential business
opportunities and may make it more difficult for us to attract and retain qualified personnel and business partners.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
We lease approximately 264,000 square feet of office space in Franklin, Tennessee, which contains our corporate
headquarters and one of our well-being improvement call centers, pursuant to an agreement that expires in February
2023. We also lease approximately 92,000 square feet of office space in Chandler, Arizona which contains additional
corporate employees and one of our well-being improvement call centers.
In addition, we lease office space for our six other well-being improvement call center locations for an aggregate
of approximately 140,000 square feet of space with lease terms expiring on various dates from 2015 to 2021. Our
operations support and training offices contain approximately 70,000 square feet in aggregate and have lease terms
expiring from 2015 to 2022.
21
Item 3. Legal Proceedings
Contract Disputes
On September 10, 2012, Plastipak Packaging, Inc. ("Plastipak") filed suit in the Circuit Court for Wayne County,
Michigan seeking damages relating to an alleged breach of a services agreement with us. On February 4, 2015, the
Court announced an award of $7.2 million in favor of Plastipak, which amount is included in our consolidated balance
sheet and results of operations as of and for the year ended December 31, 2014.
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 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 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.
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. The FCC has previously granted retroactive waivers
of that regulation to several petitioners who were facing lawsuits alleging that the petitioners failed to include the "opt-out"
language in fax advertisements sent with the prior express invitation or permission of the recipients. We cannot predict
whether the FCC will grant our Waiver Petition or, if granted, the impact on the California Matter or the Illinois Matter.
Performance Award Lawsuit
On September 4, 2012, Milton Pfeiffer ("Plaintiff"), claiming to be a stockholder of the Company, filed a putative
derivative action against the Company and the Board of Directors (the "Board") in Delaware Chancery Court (the "Court")
alleging that the Compensation Committee of the Board and the Board breached their fiduciary duties and violated the
Company's 2007 Stock Incentive Plan (the "Plan") by granting Ben R. Leedle, Jr., Chief Executive Officer and President of
the Company, discretionary performance awards under the Plan in the form of options to purchase an aggregate of
500,000 shares of the Company's common stock, which consisted of a performance award in November 2011 granting
Mr. Leedle the right to purchase 365,000 shares and a performance award in February 2012 granting Mr. Leedle the right
to purchase 135,000 shares (the "Performance Awards"). Plaintiff alleges that the Performance Awards exceeded what is
authorized by the Plan and that the Company's 2012 proxy statement, in which the Performance Awards are disclosed, is
false and misleading. Plaintiff also alleges that Mr. Leedle breached his fiduciary duties and was unjustly enriched by
receiving the Performance Awards. Plaintiff is seeking, among other things, the rescission or disgorgement of all alleged
"excess" awards granted to Mr. Leedle under the Performance Awards, to recover any incidental damages to the
Company, and an award of attorneys' fees and expenses. On November 2, 2012, the Company and the Board filed a
Motion to Dismiss because Plaintiff failed to make a demand upon the Board as required by Delaware law. On November
8, 2013, the Court denied the Company's Motion to Dismiss. On February 21, 2014, the Company filed its answer and
intends to vigorously defend the allegations.
22
Summary
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 but may have an adverse effect on our
financial results for a particular period. As these matters are subject to inherent uncertainties, our view of these matters
may change in the future.
Item 4. Mine Safety Disclosures
Not applicable.
Executive Officers of the Registrant
The following table sets forth certain information regarding our executive officers as of March 13, 2015. Executive
officers of the Company serve at the pleasure of the Board.
Officer
Age
Position
Ben R. Leedle, Jr.
54
Chief Executive Officer and director of the Company since September 2003. President
of the Company from May 2002 through October 2008 and April 2011 to
present. Executive Vice President and Chief Operating Officer of the Health Plan
Group from 2000 until May 2002. Senior Vice President of the Company from 1996
until 2000.
Michael Farris
55
Chief Commercial Officer of the Company since October 2012. Navvis & Company
Chief Executive Officer from 2004 to September 2012.
Alfred Lumsdaine
49
Chief Financial Officer of the Company since January 2011. Chief Accounting Officer
of the Company from February 2002 until January 2011.
Matthew Michela
51
Chief Operating Officer of the Company since September 2014. Market Executive
Officer of the Company from January 2013 until September 2014. Senior Vice
President of iHealth Technologies from July 2012 to January 2013 which was acquired
by iHealth Technologies, Inc in July 2012. Founder, President, and Chief Operating
Officer of Care Management International from April 2006 to July 2012.
Glenn Hargreaves
48
Chief Accounting Officer of the Company since July 2012 and Controller since January
2011. Director of Tax of the Company from April 2005 until January 2011.
Mary Flipse
48
General Counsel of the Company since July 2012. Director, Corporate Counsel of the
Company from February 2012 to July 2012. Operations Counsel of the Company from
August 2011 until February 2012. Assistant General Counsel of King Pharmaceuticals
from May 2005 to July 2011.
23
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information
Our common stock is traded on The NASDAQ Stock Market ("NASDAQ") under the symbol "HWAY".
The following table sets forth the high and low sales prices per share of our common stock as reported by
NASDAQ for the relevant periods.
Year ended December 31, 2014
First quarter
Second quarter
Third quarter
Fourth quarter
Year ended December 31, 2013
First quarter
Second quarter
Third quarter
Fourth quarter
$
$
High
Low
$
$
17.36
18.73
18.68
20.20
13.24
17.62
22.20
18.72
11.50
16.05
15.61
13.99
9.82
10.97
15.36
9.59
Unregistered Sales of Equity Securities
As described further below in "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources", CareFirst has an opportunity to earn warrants based on achievement of
certain quarterly thresholds for revenue. On December 17, 2014, we issued to CareFirst warrants to purchase 65,163
shares of our common stock at an exercise price of $16.36 per share. The issuance of these warrants was exempt from
registration under Section 4(a)(2) of the Securities Act of 1933, as amended, because it was a transaction not involving a
public offering.
Holders
At March 4, 2015, there were approximately 10,100 holders of our common stock, including 215 stockholders of
record.
Dividends
We have never declared or paid a cash dividend on our common stock. We intend to retain any earnings to
finance the growth and development of our business and do not expect to declare or pay any cash dividends in the
foreseeable future. Our Board will review our dividend policy from time to time and may declare dividends at its
discretion; however, our Fifth Amended Credit Agreement places restrictions on the payment of dividends. For further
discussion of the Fifth Amended Credit Agreement, see Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operation - Liquidity and Capital Resources."
24
Securities Authorized for Issuance Under Equity Compensation Plans
See Part III, Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters," for information regarding securities authorized for issuance under our equity compensation plans,
which is incorporated by reference herein.
Item 6. Selected Financial Data
The following table represents selected financial data. The table should be read in conjunction with Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 8, "Financial
Statements and Supplementary Data" of this Report.
(In thousands, except per share data)
Operating Results:
Revenues
Cost of services (exclusive of depreciation
and amortization included below)
Selling, general and administrative
expenses
Depreciation and amortization
Legal settlement charges
Impairment loss
Restructuring and related charges
Operating income (loss)
Gain on sale of investment
Interest expense
Income (loss) before income taxes
Income tax expense (benefit)
Net income (loss)
Basic income (loss) per share:
Diluted income (loss) per share: (1)
Weighted average common shares and
equivalents:
Basic
Diluted (1)
Balance Sheet Data:
Cash and cash equivalents
Working capital (deficit)
Total assets
Long-term debt
Other long-term liabilities
Stockholders' equity
Other Operating Data:
Annualized revenue in backlog
Year Ended
December 31,
2014
Year Ended
December 31,
2013
Year Ended
December 31,
2012
Year Ended
December 31,
2011
Year Ended
December 31,
2010
$
742,183 $
663,285 $
677,170 $
688,765 $
720,333
598,280
547,387
533,880
510,724
493,713
65,377
53,378
17,715
—
—
7,433 $
—
17,581
61,205
52,791
—
—
—
1,902 $
—
16,079
60,888
51,734
—
—
1,773
28,895 $
—
14,149
64,843
49,988
—
183,288
9,036
(129,114) $
—
13,193
(10,148) $
(4,587)
(5,561) $
(14,177) $
(5,636)
(8,541) $
14,746 $
6,722
8,024 $
(142,307) $
15,386
(157,693) $
(0.16) $
(0.25) $
0.24 $
(4.68) $
(0.16) $
(0.25) $
0.24 $
(4.68) $
72,830
52,756
—
—
10,258
90,776
(1,163)
14,164
77,775
30,445
47,330
1.39
1.36
35,302
35,302
34,489
34,489
33,597
33,836
33,677
33,677
34,129
34,902
1,765 $
(7,629)
811,908
231,112
72,993
304,590
2,584 $
(5,194)
749,011
237,582
51,003
302,690
1,759 $
864 $
13,551
748,268
278,534
26,602
278,821
8,774
708,905
266,117
31,351
265,716
1,064
547
861,689
243,425
39,140
430,841
$
$
$
$
$
$
$
9,100 $
39,800 $
39,000 $
29,400 $
37,100
(1)
The assumed exercise of stock-based compensation awards for the years ended December 31, 2014, December 31,
2013 and December 31, 2011 was not considered because the impact would be anti-dilutive.
25
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
Founded and incorporated in Delaware in 1981, Healthways, Inc. provides comprehensive total population health
management solutions that are uniquely designed to help people improve their well-being, thereby improving their health
and productivity and reducing their health-related costs. Total population health management involves a proactive
approach to reducing avoidable disease incidence – a considerable improvement from the more traditional and more
costly method of waiting for people to get a disease before acting.
As a global leader in total population health, Healthways has established a proven value proposition: by taking a
systematic approach to keeping healthy people healthy, eliminating or reducing lifestyle risks and optimizing care for
persistent or chronic conditions, we help our customers reduce health-related costs and increase productivity and
performance across whole populations, including workforces, health plan memberships, and communities. We are
pioneers of this systematic approach, and we believe we are unique in having the capability to provide a full spectrum of
proven total population health management solutions.
Healthways' comprehensive well-being improvement programs provide personalized solutions for any individual,
irrespective of their health status, age or paying sponsor. Our total population health technology platform uses our
proprietary analytics and predictive models to enable us to stratify the population, develop individualized well-being
improvement plans and deliver action-based solutions to improve individual and organizational performance. Our
technology-driven infrastructure is compatible with, and integrated into, our customers' systems. Through this data-driven
process, we identify the needs of each individual in a population and determine the right level of support. This allows us
to efficiently deploy successful strategies to sustain engagement, to use the best science to drive behavior change and
ultimately deliver meaningful, measurable outcomes. We know that each individual in a given population often
simultaneously seeks a variety of support services in his or her pursuit of improved well-being. We provide a full spectrum
of services that can be delivered at scale, and in a manner that meets the needs of individuals over time.
Our value proposition, described above, has been proven and published in peer-reviewed studies. Our systematic
approach and comprehensive well-being improvement solutions are designed to focus on improving a population's
essential well-being elements: physical, financial, social, community and sense of purpose.
For example, to keep healthy people healthy, our wellness and prevention programs focus on education, physical
fitness, nutrition, health coaching and tools that support behavior change by:
(cid:120)
fostering well-being improvement and disease prevention through biometric screening and proprietary well-
being assessments;
(cid:120) engaging people in our well-being improvement programs, such as fitness, weight management, stress
management, and financial and lifestyle management; and
(cid:120) providing access to our fitness center, physical and occupational therapy, chiropractic, and complementary
and alternative medicine provider networks.
26
To eliminate or reduce lifestyle risks, our programs help to motivate people to make positive lifestyle changes and
accomplish individual goals, such as increasing physical activity for seniors, overcoming nicotine addiction or generating
sustainable weight loss, by:
(cid:120) promoting personal change and improvement in the lifestyle behaviors that lead to poor health or chronic
conditions; and
(cid:120) providing personal interactions with highly trained healthcare professionals and educational materials to
create and sustain healthier behaviors for those individuals at risk or in the early stages of chronic
conditions.
To help people optimize care for persistent or chronic conditions we:
(cid:120)
incorporate the latest, evidence-based clinical guidelines into interventions to optimize patient health
outcomes;
(cid:120) develop care support plans and motivate members to set attainable goals for themselves;
(cid:120) provide local market resources to address acute episodic interventions;
(cid:120)
coordinate members' care as an extension of their healthcare providers;
(cid:120) provide software technology solutions and management consulting in support of well-being improvement
services; and
(cid:120) provide high-risk care management for members at risk for hospitalization due to complex conditions.
In North America, we operate in all 50 states and the District of Columbia. Our customers include health plans,
both commercial and Medicare Advantage, large self-insured employers, including state and municipal government
entities, and providers of healthcare, including integrated healthcare systems, hospitals and physician groups. We also
provide services to commercial healthcare businesses and/or government entities in Brazil, Australia, and France.
Our services are delivered using a range of methods, including venue-based face-to-face interactions; print;
phone; mobile and remote devices with unique applications; on-line, including social networks; and any combination of
these methods to motivate and sustain healthy behaviors. Many of our programs for lifestyle support, management and
education are delivered through web-based portals and mobile applications and may also offer a social networking
opportunity.
We have a scalable platform that we believe will enable us to gain substantial operating leverage as we grow –
our proprietary technology infrastructure and delivery capabilities are currently accessible to approximately 68 million
people across four continents. Our scalable model is also flexible, and therefore the degree of our engagement and model
of support can evolve with our customers' needs and preferences.
In many cases, our intervention services are delivered
from our domestic and international well-being improvement call centers staffed with a range of professionals including,
but not limited to, nurses, dieticians, pharmacists, health coaches, exercise specialists and nutritional counselors. Our
fitness center network encompasses approximately 16,000 U.S. locations. We also maintain an extensive network of over
88,000 complementary, alternative and physical medicine practitioners, which offers convenient access to the significant
number of individuals who seek health services outside of the traditional healthcare system.
27
Forward-Looking Statements
This Report contains forward-looking statements, which are based upon current knowledge, assumptions, beliefs,
estimates and expectations, involve a number of risks and uncertainties, and are subject to the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not
historical statements of fact and those regarding the intent, belief, or expectations of the Company, including, without
limitation, all statements regarding the Company's future earnings and results of operations, and can be identified by the
use of words like "may," "believe," "will," "can," "expect," "project," "estimate," "anticipate," "plan," or "continue" and similar
expressions. Readers are cautioned that any such forward-looking statements are not guarantees of future performance
and involve significant risks and uncertainties, and that actual results may vary from those in the forward-looking
statements as a result of various factors, including, but not limited to:
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
the effectiveness of management's strategies and decisions;
our ability to sign and implement new contracts for our solutions;
our ability to accurately forecast the costs required to successfully implement new contracts;
our ability to renew and/or maintain contracts with our customers under existing terms or restructure these contracts
on terms that would not have a material negative impact on our results of operations;
our ability to effectively compete against other entities, whose financial, research, staff, and marketing resources
may exceed our resources;
our ability to accurately forecast our revenues, margins, earnings and net income, as well as any potential charges
that we may incur as a result of changes in our business;
our ability to accurately forecast performance and the timing of revenue recognition under the terms of our customer
contracts ahead of data collection and reconciliation;
the impact of PPACA on our operations and/or the demand for our services;
our ability to anticipate change and respond to emerging trends in the domestic and international markets for
healthcare and the impact of the same on demand for our services;
the risks associated with deriving a significant concentration of our revenues from a limited number of customers;
the risks associated with foreign currency exchange rate fluctuations and our ability to hedge against such
fluctuations;
our ability to achieve and reach mutual agreement with customers with respect to the contractually required
performance metrics, cost savings and clinical outcomes improvements, or to achieve such metrics, savings and
improvements within the timeframes contemplated by us;
28
our ability to achieve estimated annualized revenue in backlog in the manner and within the timeframe we expect,
which is based on certain estimates regarding the implementation of our services;
our ability and/or the ability of our customers to enroll participants and to accurately forecast their level of enrollment
and participation in our programs in a manner and within the timeframe anticipated by us;
the ability of our customers to provide timely and accurate data that is essential to the operation and measurement
of our performance under the terms of our contracts;
our ability to favorably resolve contract billing and interpretation issues with our customers;
our ability to service our debt, make principal and interest payments as those payments become due, and remain in
compliance with our debt covenants;
the risks associated with changes in macroeconomic conditions, which may reduce the demand and/or the timing of
purchases for our services from customers or potential customers, reduce the number of covered lives of our
existing customers, or restrict our ability to obtain additional financing;
counterparty risk associated with the Cash Convertible Notes Hedges, interest rate swap agreements, and foreign
currency exchange contracts;
the risks associated with valuation of the Cash Convertible Notes Hedges and the Cash Conversion Derivative,
which may result in volatility to our consolidated statements of comprehensive income (loss) if these transactions do
not completely offset one another;
our ability to integrate new or acquired businesses, services (including outsourced services), or technologies into
our business and to accurately forecast the related costs;
our ability to anticipate and respond to strategic changes, opportunities, and emerging trends in our industry and/or
business and to accurately forecast the related impact on our revenues and earnings;
the impact of any impairment of our goodwill or other intangible assets;
our ability to develop new products and deliver and report outcomes on those products;
our ability to implement our integrated data and technology solutions platform within the required timeframe and
expected cost estimates and to develop and enhance this platform and/or other technologies to meet evolving
customer and market needs;
our ability to obtain adequate financing to provide the capital that may be necessary to support our operations and
to support or guarantee our performance under new contracts;
unusual and unforeseen patterns of healthcare utilization by individuals with diseases or conditions for which we
provide services;
the ability of our customers to maintain the number of covered lives enrolled in the plans during the terms of
our agreements;
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:3)
29
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
(cid:120)(cid:3)
the risks associated with data privacy or security breaches, computer hacking, network penetration and other illegal
intrusions of our information systems or those of third-party vendors or other service providers, which may result in
unauthorized access by third parties to customer, employee or our information or patient health information and lead
to enforcement actions, fines and other litigation against us;
the impact of any new or proposed legislation, regulations and interpretations relating to Medicare or Medicare
Advantage;
the impact of future state, federal, and international legislation and regulations applicable to our business, including
PPACA, on our ability to deliver our services and on the financial health of our customers and their willingness to
purchase our services;
current geopolitical turmoil, the continuing threat of domestic or international terrorism, and the potential emergence
of a health pandemic or infectious disease outbreak;
the impact of legal proceedings involving us and/or our subsidiaries;
our exploration and evaluation of a broad range of possible strategic alternatives, including whether any appropriate
alternatives will be identified and, if identified, whether any such alternative will result in a consummated transaction;
and
other risks detailed in this Report, including those set forth in Item 1A. "Risk Factors."
We undertake no obligation to update or revise any such forward-looking statements.
Critical Accounting Policies
We describe our accounting policies in Note 1 to the consolidated financial statements. We prepare the
consolidated financial statements in conformity with generally accepted accounting principles in the United States ("U.S.
GAAP"), which requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and
related disclosures at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results may differ from those estimates.
We believe the following accounting policies are the most critical in understanding the estimates and judgments
that are involved in preparing our financial statements and the uncertainties that could impact our results of operations,
financial condition and cash flows.
Revenue Recognition
We recognize revenue as services are performed when persuasive evidence of an arrangement exists,
collectability is reasonably assured, and amounts are fixed or determinable.
Our fees are generally billed on a PMPM basis or upon member participation, such as the Healthways®
SilverSneakers® fitness solution. For PMPM fees, we generally determine our contract fees by multiplying the
contractually negotiated PMPM rate by the number of members covered by our services during the month. We typically
set PMPM rates during contract negotiations with customers based on the value we expect our programs to create and a
sharing of that value between the customer and the Company. Some of our contracts place a portion of our fees at risk
based on achieving certain performance metrics, cost savings, and/or clinical outcomes improvements ("performance-
based"). Approximately 6% of revenues recorded during the year ended December 31, 2014 were performance-based of
which 2% were subject to final reconciliation as of December 31, 2014.
We generally bill our customers each month for the entire amount of the fees contractually due for the prior
month's enrollment, which typically includes the amount, if any, that is performance-based and may be subject to refund
should we not meet performance targets. Fees for participation are typically billed in the month after the services are
provided. Deferred revenues arise from contracts that permit upfront billing and collection of fees covering the entire
contractual service period, generally 12 months. A limited number of our contracts provide for certain performance-based
fees that cannot be billed until after they are reconciled with the customer.
30
We recognize revenue as follows: (1) we recognize the fixed portion of PMPM fees and fees for service as
revenue during the period we perform our services; and (2) we recognize performance-based revenue based on the most
recent assessment of our performance, which represents the amount that the customer would legally be obligated to pay
if the contract were terminated as of the latest balance sheet date.
We generally assess our level of performance for our contracts based on medical claims and other data that the
customer is contractually required to supply, interim assessments of achievement against performance targets, or metrics
available from our operating platforms. A minimum of four to nine months' data is typically required for us to measure
performance. In assessing our performance, we may include estimates such as medical claims incurred but not
reported. In addition, we may also provide reserves for contractual allowances (such as data reconciliation differences)
as appropriate.
If data is insufficient or incomplete to measure performance, or interim performance measures indicate that we
are not meeting performance targets, we do not recognize performance-based fees subject to refund as revenues but
instead record them in a current liability account entitled "contract billings in excess of earned revenue." Only in the event
we do not meet performance levels by the end of the measurement period, typically one year, are we contractually
obligated to refund some or all of the performance-based fees. We would only reverse revenues that we had already
recognized if performance to date in the measurement period, previously above targeted levels, subsequently dropped
below targeted levels.
During the settlement process under a contract, which generally occurs six to eight months after the end of a
contract year, we settle any performance-based fees and reconcile healthcare claims and clinical data. As of December
31, 2014, cumulative performance-based revenues that have not yet been settled with our customers but that have been
recognized in the current and prior years totaled approximately $26.0 million, all of which were based on actual
data. Data reconciliation differences, for which we provide contractual allowances until we reach agreement with respect
to identified issues, can arise between the customer and us due to customer data deficiencies, omissions, and/or data
discrepancies.
Performance-related adjustments (including any amounts recorded as revenue that were ultimately refunded),
changes in estimates, or data reconciliation differences may cause us to recognize or reverse revenue in a current fiscal
year that pertains to services provided during a prior fiscal year. During 2014, 2013 and 2012, we recognized a net
increase in revenue of $7.9 million, $8.2 million, and $9.2 million that related to services provided prior to each respective
year.
We are currently evaluating the impact that the adoption of Accounting Standards Update ("ASU") No. 2014-09,
"Revenue from Contracts with Customers" ("ASU 2014-9") (as discussed below) will have on our revenue recognition
policies and procedures, financial position, result of operations, cash flows, financial disclosures and control framework.
31
Impairment of Intangible Assets and Goodwill
We review goodwill for impairment at the reporting unit level (operating segment or one level below an operating
segment) on an annual basis or more frequently whenever events or circumstances indicate that the carrying value may
not be recoverable. We may elect to perform a qualitative assessment to determine whether it is more likely than not that
the fair value of a reporting unit is less than its carrying value. If we conclude during the qualitative assessment that this is
the case or if we elect not to perform a qualitative assessment, we perform a quantitative review as described below.
During a quantitative review of goodwill, we estimate the fair value of each reporting unit using a combination of a
discounted cash flow model and a market-based approach, and we reconcile the aggregate fair value of our reporting
units to our consolidated market capitalization. Estimating fair value requires significant judgments, including
management's estimate of future cash flows, which is dependent on internal forecasts, estimation of the long-term growth
rate for our business, the useful life over which cash flows will occur, and determination of our weighted average cost of
capital, as well as relevant comparable company earnings multiples for the market-based approach. Changes in these
estimates and assumptions could materially affect the estimate of fair value and potential goodwill impairment for each
reporting unit.
If we determine that the carrying value of goodwill is impaired based upon an impairment review, we calculate any
impairment using a fair-value-based goodwill impairment test as required by U.S. GAAP. The fair value of a reporting unit
is the price that would be received upon a sale of the unit as a whole in an orderly transaction between market
participants at the measurement date.
Except for a trade name that has an indefinite life and is not subject to amortization, we amortize identifiable
intangible assets, such as acquired technologies and customer contracts, over their estimated useful lives using the
straight-line method. We assess the potential impairment of intangible assets subject to amortization whenever events or
changes in circumstances indicate that the carrying values may not be recoverable. If we determine that the carrying
value of other identifiable intangible assets may not be recoverable, we calculate any impairment using an estimate of the
asset's fair value based on the estimated price that would be received to sell the asset in an orderly transaction between
market participants.
We review intangible assets not subject to amortization, which consist of a trade name, on an annual basis or
more frequently whenever events or circumstances indicate that the assets might be impaired. We estimate the fair value
of the trade name using a present value technique, which requires management's estimate of future revenues attributable
to this trade name, estimation of the long-term growth rate for these revenues, and determination of our weighted average
cost of capital. Changes in these estimates and assumptions could materially affect the estimate of fair value for the trade
name.
32
Future events could cause us to conclude that impairment indicators exist and that goodwill and/or other
intangible assets are impaired. Any resulting impairment loss could have a material adverse impact on our financial
condition and results of operations.
Income Taxes
The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the
current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in
an entity's financial statements or tax returns. Accounting for income taxes requires significant judgment in evaluating tax
positions and in determining income tax provisions, including determination of deferred tax assets, deferred tax liabilities,
and any valuation allowances that might be required against deferred tax assets.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will
be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits
recognized in the financial statements from such a position should be measured based on the largest benefit that has a
greater than 50% likelihood of being realized upon ultimate settlement. U.S. GAAP also provides guidance on
derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities,
accounting for interest and penalties associated with tax positions, and income tax disclosures. Judgment is required in
assessing the future tax consequences of events that have been recognized in our financial statements or tax returns.
Variations in the actual outcome of these future tax consequences could materially impact our consolidated financial
position, results of operations, and cash flows.
Share-Based Compensation
We measure and recognize compensation expense for all share-based payment awards over the required vesting
period based on estimated fair values at the date of grant. Determining the fair value of stock options at the grant date
requires judgment in developing assumptions, which involve a number of variables. These variables include, but are not
limited to, the expected stock price volatility over the term of the awards and expected stock option exercise behavior. In
addition, we also use judgment in estimating the number of share-based awards that are expected to be forfeited. These
assumptions and judgments are further described in Note 12 to the consolidated financial statements.
33
Results of Operations
The following table sets forth the components of the statements of operations for the fiscal years ended
December 31, 2014, 2013 and 2012 expressed as a percentage of revenues.
Revenues
Cost of services (exclusive of depreciation and amortization
included below)
Selling, general and administrative expenses
Depreciation and amortization
Legal settlement charges
Restructuring and related charges
Operating income
Interest expense
Income (loss) before income taxes
Income tax expense (benefit)
Net income (loss) (1)
(1)
Figures may not add due to rounding.
Revenues
Year Ended
December 31,
2013
2014
2012
100.0%
100.0%
100.0%
80.6%
8.8%
7.2%
2.4%
—%
1.0%
2.4%
(1.4)%
(0.6)%
(0.7)%
82.5%
9.2%
8.0%
—%
—%
0.3%
2.4%
(2.1)%
(0.8)%
(1.3)%
78.8%
9.0%
7.6%
—%
0.3%
4.3%
2.1%
2.2%
1.0%
1.2%
Revenues for fiscal 2014 increased $78.9 million, or 11.9%, over fiscal 2013, primarily due to:
(cid:120)
(cid:120)
the commencement of contracts with new customers and growth with existing customers; and
an increase in participation in our fitness solutions, as well as in the number of members eligible to
participate in such solutions.
These increases were somewhat offset by terminations of contracts with certain customers.
34
Revenues for fiscal 2013 decreased $13.9 million, or 2.1%, over fiscal 2012, primarily due to contract
terminations, including our contract with CIGNA in February 2013 as well as one other health plan contract (the "two
terminated contracts"). These decreases were somewhat offset by the following:
(cid:120)(cid:3)
(cid:120)(cid:3)
the commencement of contracts with new customers; and
increased participation and/or increased membership in customers' existing programs.
Cost of Services
Cost of services (excluding depreciation and amortization) as a percentage of revenues for fiscal 2014 decreased
to 80.6% compared to 82.5% for fiscal 2013, primarily due to the following:
(cid:120)
(cid:120)
economies of scale resulting from certain types of costs that remain relatively fixed or do not increase
at the same rate as revenues; and
a decrease in support costs primarily related to our technology platform.
These decreases were somewhat offset by:
(cid:120)
(cid:120)
an increase in royalty expense related to certain strategic relationships and agreements; and
an increase in the level of short-term and long-term incentive compensation expense based on the
Company's actual and projected financial performance against established targets.
Cost of services (excluding depreciation and amortization) as a percentage of revenues for fiscal 2013 increased
to 82.5% compared to 78.8% for fiscal 2012, primarily due to the following:
(cid:120)
(cid:120)
the impact of the two terminated contracts, which carried a lower than average cost of services as a
percentage of revenues, as well as the impact of certain costs that could not be reduced in the same
proportion and/or timeframe as the overall decrease in revenues; and
an increase in support costs primarily related to both our technology platform and program enrollment
partially offset by recoupment of fees related to certain supplier service level agreements.
These increases in cost of services for fiscal 2013 were slightly offset by the following decreases:
(cid:120)
(cid:120)
continued economies of scale gained in our fitness solutions; and
a reduction in healthcare benefit costs related to a decrease in claims for fiscal 2013
compared to fiscal 2012.
35
Selling, General and Administrative Expenses
Selling, general and administrative expenses as a percentage of revenues for fiscal 2014 decreased to 8.8%
compared to 9.2% for fiscal 2013 primarily due to our ability to more effectively leverage our selling, general and
administrative expenses as a result of growth in our operations, partially offset by expenses incurred in 2014 in connection
with proxy contest defense costs.
Selling, general and administrative expenses as a percentage of revenues remained relatively consistent at 9.2%
for fiscal 2013 and 9.0% for fiscal 2012.
Depreciation and Amortization
Depreciation and amortization expense increased 1.0% for fiscal 2014 compared to fiscal 2013, primarily due to
increased depreciation expense related to our technology platform, partially offset by decreased amortization expense
due to certain intangible assets becoming fully amortized during 2013 and 2014.
Depreciation and amortization expense increased 2.0% for fiscal 2013 compared to fiscal 2012, primarily due to
increased depreciation expense related to our technology platform.
Legal Settlement Charges
During fiscal 2014, we incurred charges of approximately $9.4 million in connection with the Company's
settlement of a legal matter included in our results of operations in the first quarter of 2014 as well as $8.3 million related
to two additional legal settlements, which were reflected in our results of operations in the fourth quarter of 2014.
Restructuring and Related Charges
During fiscal 2012, we incurred net charges of $1.8 million related to a restructuring of the Company in the fourth
quarter of 2012, which primarily consisted of termination benefits related to capacity realignment.
Interest Expense
Interest expense increased $1.5 million for fiscal 2014 compared to fiscal 2013, primarily due to a full year of
amortization of the debt discount related to the Cash Convertible Notes, which began in July 2013. This increase was
partially offset by a decrease in interest expense due to the expiration of certain interest rate swap agreements that had a
higher fixed interest rate than our current interest rate swap agreements.
Interest expense for fiscal 2013 increased $1.9 million compared to fiscal 2012, primarily due to amortization of
the debt discount related to the Cash Convertible Notes, which began in July 2013. This increase was somewhat offset by
a decrease in interest expense related to the write-off in 2012 of previously deferred loan costs as a result of entering into
the Fifth Amended Credit Agreement.
36
Income Tax Expense
Our effective tax benefit rate for 2014 was 45.2% and included a net benefit of $0.7 million relating to tax credits
available to offset future state income taxes, which had a favorable impact on the effective tax benefit rate in light of the
relatively small base of pretax loss for 2014.
Our effective tax benefit rate for 2013 was 39.8%, which included a favorable $1.1 million reduction to an
unrecognized tax position due to the expiration of the applicable statutes of limitations for the 2009 tax year.
Liquidity and Capital Resources
Operating activities during fiscal 2014 provided cash of $52.1 million compared to $71.5 million during fiscal
2013. The decrease in operating cash flow resulted primarily from the following:
(cid:120)
(cid:120)
an increase in days sales outstanding in accounts receivable from 49 days at December 31, 2013 to 58
days at December 31, 2014; and
the timing of several significant vendor payments.
Investing activities during fiscal 2014 used $51.2 million in cash, which primarily consisted of capital expenditures
associated with our technology platform.
Financing activities during fiscal 2014 used $0.2 million in cash primarily due to net payments under the Fifth
Amended Credit Agreement partially offset by the change in our cash overdraft position.
Credit Facility
On June 8, 2012, we entered into the Fifth Amended Credit Agreement. The Fifth Amended Credit Agreement
provides us with a $200.0 million revolving credit facility that expires on June 8, 2017 and includes a swingline sub facility
of $20.0 million and a $75.0 million sub facility for letters of credit. The Fifth Amended Credit Agreement also provides a
$200.0 million term loan facility that matures on June 8, 2017, $97.5 million of which remained outstanding at December
31, 2014, and an uncommitted incremental accordion facility of $100.0 million.
Borrowings under the Fifth Amended Credit Agreement generally bear interest at variable rates based on a
margin or spread in excess of either (1) the one-month, two-month, three-month or six-month rate (or with the approval of
affected lenders, nine-month or twelve-month rate) for Eurodollar deposits ("LIBOR") or (2) the greatest of (a) the
SunTrust Bank prime lending rate, (b) the federal funds rate plus 0.50%, and (c) one-month LIBOR plus 1.00% (the "Base
Rate"), as selected by the Company. The LIBOR margin varies between 1.75% and 3.00%, and the Base Rate margin
varies between 0.75% and 2.00%, depending on our leverage ratio. The Fifth Amended Credit Agreement also provides
for an annual fee ranging between 0.30% and 0.50% of the unused commitments under the revolving credit
facility. Extensions of credit under the Fifth Amended Credit Agreement are secured by guarantees from all of the
Company's active domestic subsidiaries and by security interests in substantially all of the Company's and such
subsidiaries' assets.
On July 1, 2013, we entered into an amendment to the Fifth Amended Credit Agreement, which provided for,
among other things, the amendment of certain negative covenants to permit the issuance of and payments related to the
Cash Convertible Notes 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 BCBSMN legal settlement (discussed in Note 10) and, for any period that includes
a fiscal quarter ending on or before December 31, 2015, up to $5 million in the aggregate of accounting charges
attributable to the settlement or other satisfaction of litigation liabilities and the incurrence of related expenses, (2) reduced
the amount of the accordion facility from $200 million to $100 million, (3) provided that the net cash proceeds of an asset
sale or recovery event be deposited with the administrative agent pending reinvestment or application to the payment of
loans, and (4) limited the aggregate consideration payable in respect of acquisitions consummated after December 29,
2014 to $150 million. As of December 31, 2014, availability under the revolving credit facility totaled $95.9 million as
calculated under the most restrictive covenant.
37
We are required to repay outstanding revolving loans under the revolving credit facility in full on June 8, 2017.
We are required to repay term loans in quarterly principal installments aggregating (1) 1.250% of the original aggregate
principal amount of the term loans during each of the eight quarters beginning with the quarter ended September 30,
2012, (2) 1.875% of the original aggregate principal amount of the term loans during each of the next four quarters
beginning with the quarter ending September 30, 2014, and (3) 2.500% of the original aggregate principal amount of the
term loans during each of the remaining quarters prior to maturity on June 8, 2017, at which time the entire unpaid
principal balance of the term loans is due and payable.
The Fifth Amended Credit Agreement contains financial covenants that require us to maintain specified ratios or
levels at December 31, 2014 of (1) a maximum total funded debt to EBITDA of 4.25 and (2) a minimum fixed charge
coverage of 1.50, each as defined in the Fifth Amended Credit Agreement. We were in compliance with all of the financial
covenant requirements of the Fifth Amended Credit Agreement as of December 31, 2014.
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. A breach of any of these covenants
could result in a default under the Fifth Amended Credit Agreement, in which event all amounts outstanding under the
Fifth Amended Credit Agreement may become immediately due and payable and all commitments under the Fifth
Amended Credit Agreement to extend further credit may be terminated. In addition, a payment default, including as a
result of an acceleration following an event of default, under the Fifth Amended Credit Agreement or under our indenture
for the Cash Convertible Notes, could each trigger an event of default under the other debt instrument, which could result
in the principal of and the accrued and unpaid interest on such debt becoming due and payable.
In order to reduce our exposure to interest rate fluctuations on our floating rate debt obligations, we maintain
interest rate swap agreements that effectively modify our exposure to interest rate risk by converting a portion of our
floating rate debt to fixed obligations, thus reducing the impact of interest rate changes on future interest expense. Under
these agreements, we receive a variable rate of interest based on LIBOR, and we pay a fixed rate of interest with interest
rates ranging from 0.690% to 1.480% plus a spread (see Note 7 to the consolidated financial statements). We maintain
interest rate swap agreements with current notional amounts of $125.0 million and termination dates ranging
from November 2015 to December 2016. Of this amount, $75.0 million was effective at December 31, 2014, and $50.0
million will become effective in December 2015, as older interest rate swap agreements expire. We have designated
these interest rate swap agreements as qualifying cash flow hedges. We currently meet the hedge accounting criteria
under U.S. GAAP in accounting for these interest rate swap agreements.
1.50% Cash Convertible Senior Notes Due 2018
On July 16, 2013, we completed the issuance of $150.0 million aggregate principal amount of 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 December 31, 2014. Accordingly, we have classified the
Cash Convertible Notes as long-term debt at December 31, 2014 and December 31, 2013. 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.
38
In connection with the issuance of the Cash Convertible Notes, 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, which are recorded and carried at fair value as a derivative asset, are intended to
offset the gain (or loss) associated with changes to the valuation of the Cash Conversion Derivative. We also entered into
separate privately negotiated warrant transactions (the "Warrants") initially relating, in the aggregate, to a notional number
of shares of our common stock underlying the Cash Convertible Notes Hedges. The warrant transactions could have a
dilutive effect to the extent that the market price per share of our common stock (as measured under the terms of the
warrant transactions) exceeds the applicable strike price of the Warrants. The initial strike price of the Warrants is
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 net proceeds from the sale of the Cash Convertible Notes were approximately $145.3 million, after deducting
the initial purchasers' discounts and commissions and the placement expenses. We used $21.6 million of the net
proceeds from the sale of the Cash Convertible Notes to pay the cost of the Cash Convertible Notes Hedges (after such
cost was partially offset by the proceeds to the Company from the sale of the Warrants), and we used the remainder of
the net proceeds from the sale of the Cash Convertible Notes to reduce the outstanding indebtedness under the Fifth
Amended Credit Agreement.
Aside from the initial premium paid, we will not be required to make any cash payments under the Cash
Convertible Notes Hedges and will be entitled to receive an amount of cash from the option counterparties generally equal
to the amount by which the market price per share of common stock exceeds the strike price of the Cash Convertible Note
Hedges upon exercise of the conversion option. The strike price under the Cash Convertible Notes Hedges is initially
equal to the conversion price of the Cash Convertible Notes. Additionally, if the market price per share of our common
stock exceeds the strike price of the Warrants on any warrant exercise date we will be obligated to issue to the option
counterparties a number of shares based on the amount by which the then-current market price per share of our common
stock exceeds the then-effective strike price of each Warrant. We will not receive any additional proceeds if the Warrants
are exercised.
CareFirst Convertible Note
On October 1, 2013, we entered into an Investment Agreement with 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 the
CareFirst Convertible Note in the aggregate original principal amount of $20 million to CareFirst for a purchase price of
$20 million. The CareFirst Convertible Note bears interest at a rate of 4.75% per year, payable quarterly in arrears on
March 31, June 30, September 30 and December 31 of each calendar year, beginning on December 31, 2013. The
CareFirst Convertible Note may be prepaid only under limited circumstances and upon the terms and conditions specified
therein. If the CareFirst Convertible Note has not been fully converted or redeemed in accordance with its terms, it will
mature on October 1, 2019. The CareFirst Convertible Note is subordinate in right of payment to the prior payment in full
of (a) all indebtedness of the Company under the Fifth Amended Credit Agreement, and (b) any other senior debt of the
Company, which currently includes only the Cash Convertible Notes.
The CareFirst Convertible Note is convertible into shares of our common stock at the conversion rate determined
by dividing (a) the sum of the portion of the principal to be converted and accrued and unpaid interest with respect to such
principal by (b) the conversion price equal to $22.41 per share of our common stock. The conversion price is subject to
adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications and similar events.
CareFirst has an opportunity to earn 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 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 December 31, 2014, we issued CareFirst Warrants totaling 190,683 at a weighted
average exercise price of $16.92, all of which were issued in 2014. 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.
39
We believe that cash flows from operating activities, our available cash, and our anticipated available credit
under the Fifth Amended Credit Agreement will continue to enable us to meet our contractual obligations and fund our
current operations for the foreseeable future. We cannot assure you that we would always be able to secure additional
financing if needed and, if such funds were available, whether the terms or conditions would be acceptable to us.
If contract development accelerates or acquisition opportunities arise, we may need to issue additional debt or
equity securities to provide the funding for these increased growth opportunities. We may also issue debt or equity
securities in connection with future acquisitions or strategic alliances. We cannot assure you that we would be able to
issue additional debt or equity securities on terms that would be acceptable to us.
Any material commitments for capital expenditures are included in the "Contractual Obligations" table below.
Contractual Obligations
The following schedule summarizes our contractual cash obligations as of December 31, 2014:
(in thousands)
Deferred compensation plan payments (1)
Long-term debt and related interest (2)
Operating lease obligations
Capital lease obligations (3)
Purchase obligations
Outsourcing obligations (4)
Other contractual cash obligations (5)
Total Contractual Cash Obligations
Payments due by year ended December 31,
2015
1,918
25,239
13,724
1,709
3,419
20,724
26,245
92,978
$
$
$
2016-
2017
2,184
95,357
26,450
2,700
1,511
39,280
28,130
$ 195,612
$
2018-
2019
1,818
172,880
25,835
365
16
41,757
11,422
$ 254,093
2020 and
After
5,042
—
23,902
—
—
31,555
21,425
81,924
$
$
Total
$
10,962
293,476
89,911
4,774
4,946
133,316
87,222
$ 624,607
(1) Consists of payments under a non-qualified deferred compensation plan and long-term incentive cash awards.
(2) Consists of scheduled principal payments, repayment of outstanding revolving loans, and estimated interest payments
on outstanding borrowings under the Fifth Amended Credit Agreement. Also includes payments in respect of the Cash
Convertible Notes and CareFirst Convertible Note and payments of cash interest thereon. Total estimated interest
payments are $7.7 million for 2015, $10.4 million for 2016 and 2017 combined, and $2.9 million for 2018 and 2019
combined.
(3) Consists of scheduled principal payments and estimated interest payments on capital lease obligations. Estimated
interest payments are immaterial.
(4) Outsourcing obligations consist of a ten-year applications and technology services outsourcing agreement with HP
Enterprise Services, LLC entered into in May 2011 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 $133.3 million; however, based on current required service and equipment level assumptions, we
estimate that the remaining payments will be approximately $276.3 million. The agreement allows us to terminate all or a
portion of the services provided we pay certain termination fees, which could be material to the Company.
(5) Other contractual cash obligations include a 25-year strategic relationship agreement with Gallup that we entered into
in January 2008 and a 5-year global joint venture agreement with Gallup that we entered into in October 2012. We have
minimum remaining contractual cash obligations of $34.5 million related to these agreements, $7.5 million of which will
occur during 2015, $6.0 million which will occur in each of 2016 and 2017 and the remaining $15.0 million of which will
occur ratably over the following 15 years. The majority of the remaining other contractual cash obligations consists of
royalty and license fees related to certain programs or product offerings.
40
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements as of December 31, 2014.
Recently Issued Accounting Standards
In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
No. 2013-11, "Income Taxes (Topic 740)—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss
Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which requires an entity to present in the financial
statements an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset
resulting from a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. However, when the above
situation is not available at the reporting date or the tax law of the applicable jurisdiction does not require the entity to use
the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a
liability and should not be combined with deferred tax assets. ASU No. 2013-11 is effective prospectively for reporting
periods beginning after December 15, 2013. We adopted this standard for the interim period beginning January 1,
2014. The adoption of this standard did not have a material impact on our consolidated results of operations, financial
position, cash flows, or notes to the consolidated financial statements.
In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-9 which creates FASB
Accounting Standards Codification ("ASC") Topic 606, "Revenue from Contracts with Customers" ("ASC 606") and
supersedes ASC Topic 605, "Revenue Recognition." The provisions of ASC Topic 606 provide for a single comprehensive
principles-based standard for the recognition of revenue across all industries and expanded disclosure about the nature,
amount, timing and uncertainty of revenue, as well as certain additional quantitative and qualitative disclosures. The
standard is effective for annual periods beginning after December 15, 2016, including interim periods within those
years. We are currently evaluating the impact of adopting ASC Topic 606.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We are subject to market risk related to interest rate changes, primarily as a result of the Fifth Amended Credit
Agreement. Borrowings under the Fifth Amended Credit Agreement generally bear interest at variable rates based on a
margin or spread in excess of either (1) one-month, two-month, three-month or six-month (or with the approval of affected
lenders, nine-month or twelve-month) LIBOR or (2) the greatest of (a) the SunTrust Bank prime lending rate, (b) the
federal funds rate plus 0.50%, and (c) the Base Rate (as previously defined), 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.
In order to reduce our interest rate exposure under the Fifth Amended Credit Agreement, we have entered into
interest rate swap agreements effectively converting a portion of our floating rate debt to fixed obligations with interest
rates ranging from 0.690% to 1.480% plus a spread.
We estimate that a one-point interest rate change would have resulted in a change in interest expense of
approximately $0.5 million for the year ended December 31, 2014.
Foreign Currency Exchange Rate Risk
As a result of our investment in international initiatives, we are also exposed to foreign currency exchange rate
risks. Because a significant portion of these risks is economically hedged with currency options and forwards contracts
and because our international initiatives are not yet material to our consolidated results of operations, a 10% change in
foreign currency exchange rates would not have had a material impact on our consolidated results of operations, financial
position, or cash flows for the year ended December 31, 2014. We do not execute transactions or hold derivative financial
instruments for trading purposes.
41
Item 8.
Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Healthways, Inc.
In our opinion, the accompanying consolidated balance sheet as of December 31, 2014 and the related consolidated
statements of operations, comprehensive income (loss), changes in stockholders' equity and cash flows for the year then
ended present fairly, in all material respects, the financial position of Healthways, Inc. and its subsidiaries at December
31, 2014, and the results of their operations and their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established
in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Company's management is responsible for these financial statements, for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under
Item 9A. Our responsibility is to express opinions on these financial statements and on the Company's internal control
over financial reporting based on our integrated audit. We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and
whether effective internal control over financial reporting was maintained in all material respects. Our audit of the financial
statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ PRICEWATERHOUSECOOPERS LLP
Nashville, Tennessee
March 13, 2015
42
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Healthways, Inc.
We have audited the accompanying consolidated balance sheet of Healthways, Inc. as of December 31, 2013, and the
related consolidated statements of operations, comprehensive income (loss), changes in stockholders' equity and cash
flows for each of the two years in the period ended December 31, 2013. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial
position of Healthways, Inc. at December 31, 2013, and the consolidated results of its operations and its cash flows for
each of the two years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting
principles.
/s/ Ernst & Young LLP
Nashville, Tennessee
March 14, 2014
43
HEALTHWAYS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, net
Prepaid expenses
Other current assets
Income taxes receivable
Deferred tax asset
Total current assets
Property and equipment:
Leasehold improvements
Computer equipment and related software
Furniture and office equipment
Capital projects in process
Less accumulated depreciation
Other assets
Intangible assets, net
Goodwill, net
Total assets
December 31,
2014
December 31,
2013
$
1,765 $
126,559
10,680
7,662
2,917
13,118
162,701
39,285
316,808
23,257
38,389
417,739
(252,043 )
165,696
75,550
69,161
338,800
2,584
89,484
9,228
6,857
1,402
9,667
119,222
37,463
290,392
22,881
25,228
375,964
(217,766)
158,198
53,629
79,162
338,800
$
811,908 $
749,011
See accompanying notes to the consolidated financial statements.
44
HEALTHWAYS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
Accrued salaries and benefits
Accrued liabilities
Deferred revenue
Contract billings in excess of earned revenue
Current portion of long-term debt
Current portion of long-term liabilities
Total current liabilities
Long-term debt
Long-term deferred tax liability
Other long-term liabilities
Stockholders' equity:
December 31,
2014
December 31,
2013
$
37,204 $
24,198
62,674
8,282
15,232
20,613
2,127
170,330
231,112
32,883
72,993
33,125
20,157
32,065
4,496
17,411
14,340
2,822
124,416
237,582
33,320
51,003
Preferred stock $.001 par value, 5,000,000 shares
authorized, none outstanding
Common stock $.001 par value, 120,000,000 shares
authorized, 35,511,221 and 35,107,303 shares outstanding
Additional paid-in capital
Retained earnings
Treasury stock, at cost, 2,254,953 shares in treasury
Accumulated other comprehensive loss
Total stockholders' equity
—
—
35
292,346
42,439
(28,182 )
(2,048 )
304,590
35
283,244
48,000
(28,182)
(407)
302,690
Total liabilities and stockholders' equity
$
811,908 $
749,011
See accompanying notes to the consolidated financial statements.
45
HEALTHWAYS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except earnings per share data)
Revenues
Cost of services (exclusive of depreciation and
amortization of $37,741, $36,183, and $36,094,
respectively, included below)
Selling, general and administrative expenses
Depreciation and amortization
Legal settlement charges
Restructuring and related charges
Operating income
Interest expense
Income (loss) before income taxes
Income tax expense (benefit)
Net income (loss)
Income (loss) per share:
Basic
Diluted (1)
Comprehensive income (loss)
Year Ended December 31,
2014
2013
2012
$
742,183 $
663,285 $677,170
598,280
65,377
53,378
17,715
—
7,433
17,581
547,387
61,205
52,791
—
—
533,880
60,888
51,734
—
1,773
1,902
16,079
28,895
14,149
(10,148)
(4,587)
(14,177)
(5,636)
14,746
6,722
(5,561) $
(8,541) $ 8,024
(0.16) $
(0.25) $
0.24
(0.16) $
(0.25) $
0.24
(7,202) $
(8,019) $ 8,884
$
$
$
$
Weighted average common shares and equivalents
Basic
Diluted (1)
35,302
35,302
34,489
34,489
33,597
33,836
See accompanying notes to the consolidated financial statements.
(1) The assumed exercise of stock-based compensation awards for the years ended December 31, 2014 and
December 31, 2013 was not considered because the impact would be anti-dilutive.
46
HEALTHWAYS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
Year Ended December 31,
2013
2014
2012
Net income (loss)
Other comprehensive income (loss), net of tax
Net change in fair value of interest rate swaps,
net of income taxes of $44, $972, and $493,
respectively
Foreign currency translation adjustment
Total other comprehensive income (loss), net of
tax
Comprehensive income (loss)
$
(5,561) $
(8,541) $
8,024
171
(1,812)
1,277
(755)
(1,641)
(7,202) $
522
(8,019) $
$
780
80
860
8,884
See accompanying notes to the consolidated financial statements.
47
HEALTHWAYS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands)
Preferred
Stock
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Other
Comprehensive
Loss
Total
Balance,
December 31, 2011
Comprehensive income
Exercise of stock
options
Tax effect of stock
options and restricted
stock units
Share-based employee
compensation expense
Issuance of stock in
conjunction with
Ascentia acquisition
Balance,
December 31, 2012
Comprehensive loss
Exercise of stock
options
Tax effect of stock
options and restricted
stock units
Share-based employee
compensation
expense
Issuance of warrants
Issuance of stock in
conjunction with
Ornish partnership
Other
Balance,
December 31, 2013
Comprehensive loss
Exercise of stock
options
Tax effect of stock
options and restricted
stock units
Share-based employee
compensation
expense
Issuance of warrants
Balance,
December 31, 2014
$
— $
—
33 $
—
—
—
—
—
1
—
—
—
$
— $
—
34 $
—
—
—
—
—
—
—
1
—
—
—
—
—
$
— $
—
35 $
—
—
—
—
—
—
—
—
—
247,137 $
—
2,834
(5,043)
6,371
58
251,357 $
—
12,747
(3,225)
7,116
15,150
467
(368)
283,244 $
—
2,851
(3,737)
8,349
1,639
48,517
8,024
(28,182) $
—
(1,789) $ 265,716
8,884
860
—
—
—
—
—
—
—
—
—
—
—
—
2,835
(5,043)
6,371
58
56,541 $ (28,182) $
(8,541)
—
(929) $ 278,821
(8,019)
522
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
12,748
(3,225)
7,116
15,150
467
(368)
48,000 $ (28,182) $
(5,561)
—
(407) $ 302,690
(7,202)
(1,641)
—
—
—
—
—
—
—
—
—
—
—
—
2,851
(3,737)
8,349
1,639
$
— $
35 $
292,346 $
42,439 $ (28,182) $
(2,048) $ 304,590
See accompanying notes to the consolidated financial statements.
48
HEALTHWAYS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities, net of business acquisitions:
Depreciation and amortization
Amortization and write-off of deferred loan costs
Amortization of debt discount
Share-based employee compensation expense
Deferred income taxes
Excess tax benefits from share-based payment arrangements
(Increase) decrease in accounts receivable, net
Decrease (increase) in other current assets
(Decrease) increase in accounts payable
Increase (decrease) in accrued salaries and benefits
Increase (decrease) in other current liabilities
Other
Net cash flows provided by operating activities
Cash flows from investing activities:
Acquisition of property and equipment
Investment in joint ventures
Business acquisitions, net of cash acquired
Other
Net cash flows used in investing activities
Cash flows from financing activities:
Proceeds from issuance of long-term debt
Payments of long-term debt
Excess tax benefits from share-based payment arrangements
Exercise of stock options
Deferred loan costs
Proceeds from cash convertible senior notes
Proceeds from convertible note
Proceeds from sale of warrants
Payments for cash convertible note hedge transaction
Change in cash overdraft and other
Net cash flows (used in) provided by financing activities
Effect of exchange rate changes on cash
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosure of cash flow information:
Cash paid during the period for interest
Cash paid during the period for income taxes
Noncash Activities:
Assets acquired through capital lease obligation
Issuance of unregistered common stock associated with Ornish
partnership
Issuance of unregistered common stock associated with Ascentia
acquisition
See accompanying notes to the consolidated financial statements.
49
Year Ended December 31,
2013
2012
2014
$
(5,561) $
(8,541) $
8,024
53,378
1,855
6,757
8,349
(6,972)
(525)
(38,130)
1,589
(9,343)
3,165
26,990
10,546
52,098
(42,991)
(7,050)
—
(1,164)
(51,205)
467,126
(481,515)
525
2,851
(391)
—
—
—
—
11,227
(177)
(1,535)
(819)
2,584
1,765
52,791
1,685
3,140
7,116
(5,077)
(718)
19,099
(598)
9,224
(5,780)
(1,196)
383
71,528
(41,346)
(6,507)
(830)
(1,210)
(49,893)
352,850
(529,874)
718
12,748
(5,264)
150,000
20,000
15,150
(36,750)
526
(19,896)
(914)
825
1,759
2,584
51,734
2,284
—
6,371
(1,334)
(492)
(23,439)
2,984
(995)
(12,980)
13,637
(5,096)
40,698
(48,912)
—
(4,693)
(6,872)
(60,477)
755,550
(736,355)
492
2,835
(2,547)
—
—
—
—
582
20,557
117
895
864
1,759
$
$
$
$
$
9,503 $
2,399 $
10,080 $
650 $
12,001
2,282
6,702 $
— $
— $
— $
467 $
— $
—
—
58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2014, 2013, and 2012
1.
Summary of Significant Accounting Policies
Founded and incorporated in Delaware in 1981, Healthways, Inc. and its wholly-owned subsidiaries provide
comprehensive total population health management solutions that are uniquely designed to help people improve their
well-being, thereby improving their health and productivity and reducing their health-related costs. Total population health
management involves a proactive approach to reducing avoidable disease incidence – a considerable improvement from
the more traditional and more costly method of waiting for people to get a disease before acting.
As used throughout these notes to the consolidated financial statements, unless the context otherwise indicates,
the terms "we," "us," "our," or the "Company" refer collectively to Healthways, Inc. and its wholly-owned subsidiaries.
a. Principles of Consolidation - The consolidated financial statements include the accounts of the Company and
its subsidiaries, all of which are wholly owned by the Company. We have eliminated all intercompany profits, transactions
and balances.
b. Cash and Cash Equivalents - Cash and cash equivalents primarily include cash, tax-exempt debt instruments,
commercial paper, and other short-term investments with original maturities of less than three months.
c. Accounts Receivable, net - Accounts receivable includes billed and unbilled amounts. Billed receivables
represent fees that are contractually due for services performed, net of contractual allowances (reflected as a reduction of
revenue) and allowances for doubtful accounts (reflected as selling, general and administrative expenses). These
combined allowances totaled $2.6 million and $2.0 million at December 31, 2014 and December 31, 2013, respectively.
Unbilled receivables primarily represent fees recognized for monthly member utilization of fitness facilities under our
SilverSneakers® fitness solution, billed one month in arrears, and certain performance-based fees that cannot be billed
until after they are reconciled with the customer. Historically, we have experienced minimal instances of customer non-
payment and therefore consider our accounts receivable to be collectible; however, we provide reserves, when
appropriate, for doubtful accounts and for contractual allowances (such as data reconciliation differences) on a specific
identification basis.
d. Property and Equipment - Property and equipment is carried at cost and includes expenditures that increase
value or extend useful lives. We recognize depreciation using the straight-line method over useful lives of three to seven
years for computer software and hardware and four to seven years for furniture and other office equipment. Leasehold
improvements are depreciated over the shorter of the estimated life of the asset or the life of the lease, which ranges from
two to fifteen years. Depreciation expense for the years ended December 31, 2014, 2013, and 2012 was $42.2 million,
$40.1 million, and $39.1 million, respectively, including amortization of assets recorded under capital leases.
Net computer software at December 31, 2014 and 2013 was $98.0 million and $99.1 million,
respectively. Amortization expense related to computer software for the years ended December 31, 2014, 2013, and
2012 was $29.9 million, $26.5 million, and $24.9 million, respectively.
e. Other Assets - Other assets consist primarily of cash convertible notes hedges, long-term investments, long-
term customer incentives, and deferred loan costs net of accumulated amortization.
f. Intangible Assets - Intangible assets subject to amortization include customer contracts, acquired technology,
patents, distributor and provider networks, a perpetual license, and other intangible assets which we amortize on a
straight-line basis over estimated useful lives ranging from three to 25 years. We assess the potential impairment of
intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying values
may not be recoverable.
50
Intangible assets not subject to amortization at December 31, 2014 and 2013 consist of a trade name of $29.0
million. We review intangible assets not subject to amortization on an annual basis or more frequently whenever events
or circumstances indicate that the assets might be impaired. See Note 4 for further information on intangible assets.
g. Goodwill - We recognize goodwill for the excess of the purchase price over the fair value of tangible and
identifiable intangible net assets of businesses that we acquire.
We review goodwill for impairment at the reporting unit level (operating segment or one level below an operating
segment) on an annual basis (during the fourth quarter of our fiscal year) or more frequently whenever events or
circumstances indicate that the carrying value may not be recoverable. We allocate goodwill to reporting units based on
the reporting unit expected to benefit from the combination.
We estimate the fair value of our reporting units using a combination of a discounted cash flow model and a
market-based approach, and we reconcile the aggregate fair value of our reporting units to our consolidated market
capitalization.
h. Contract Billings in Excess of Earned Revenue - Contract billings in excess of earned revenue primarily
represent performance-based fees subject to refund that we have not recognized as revenues because either (1) data
from the customer is insufficient or incomplete to measure performance; or (2) interim performance measures indicate that
we are not currently meeting performance targets.
i. Accounts Payable - Accounts payable consists of short-term trade obligations and includes cash overdrafts
attributable to disbursements not yet cleared by the bank.
j. Income Taxes - We file a consolidated federal income tax return that includes all of our domestic wholly-owned
subsidiaries. Generally accepted accounting principles in the United States ("U.S. GAAP") generally require that we
record deferred income taxes for the tax effect of differences between the book and tax bases of our assets and
liabilities. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position
will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits
recognized in the financial statements from such a position are measured based on the largest benefit that has a greater
than 50% likelihood of being realized upon ultimate settlement.
k. Revenue Recognition - We recognize revenue as services are performed when persuasive evidence of an
arrangement exists, collectability is reasonably assured, and amounts are fixed or determinable.
Our fees are generally billed on a PMPM basis or upon member participation, such as the Healthways®
SilverSneakers® fitness solution. For PMPM fees, we generally determine our contract fees by multiplying the
contractually negotiated PMPM rate by the number of members covered by our services during the month. We typically
set PMPM rates during contract negotiations with customers based on the value we expect our programs to create and a
sharing of that value between the customer and the Company. Some of our contracts place a portion of our fees at risk
based on achieving certain performance metrics, cost savings, and/or clinical outcomes improvements ("performance-
based"). Approximately 6% of revenues recorded during the year ended December 31, 2014 were performance-based of
which 2% were subject to final reconciliation as of December 31, 2014.
51
We generally bill our customers each month for the entire amount of the fees contractually due for the prior
month's enrollment, which typically includes the amount, if any, that is performance-based and may be subject to refund
should we not meet performance targets. Fees for participation are typically billed in the month after the services are
provided. Deferred revenues arise from contracts that permit upfront billing and collection of fees covering the entire
contractual service period, generally 12 months. A limited number of our contracts provide for certain performance-based
fees that cannot be billed until after they are reconciled with the customer.
We recognize revenue as follows: (1) we recognize the fixed portion of PMPM fees and fees for service as
revenue during the period we perform our services; and (2) we recognize performance-based revenue based on the most
recent assessment of our performance, which represents the amount that the customer would legally be obligated to pay
if the contract were terminated as of the latest balance sheet date.
We generally assess our level of performance for our contracts based on medical claims and other data that the
customer is contractually required to supply, interim assessments of achievement against performance targets, or metrics
available from our operating platforms. A minimum of four to nine months' data is typically required for us to measure
performance. In assessing our performance, we may include estimates such as medical claims incurred but not
reported. In addition, we may also provide reserves for contractual allowances (such as data reconciliation differences)
as appropriate.
If data is insufficient or incomplete to measure performance, or interim performance measures indicate that we
are not meeting performance targets, we do not recognize performance-based fees subject to refund as revenues but
instead record them in a current liability account entitled "contract billings in excess of earned revenue." Only in the event
we do not meet performance levels by the end of the measurement period, typically one year, are we contractually
obligated to refund some or all of the performance-based fees. We would only reverse revenues that we had already
recognized if performance to date in the measurement period, previously above targeted levels, subsequently dropped
below targeted levels.
During the settlement process under a contract, which generally occurs six to eight months after the end of a
contract year, we settle any performance-based fees and reconcile healthcare claims and clinical data. As of December
31, 2014, cumulative performance-based revenues that have not yet been settled with our customers but that have been
recognized in the current and prior years totaled approximately $26.0 million, all of which were based on actual
data. Data reconciliation differences, for which we provide contractual allowances until we reach agreement with respect
to identified issues, can arise between the customer and us due to customer data deficiencies, omissions, and/or data
discrepancies.
Performance-related adjustments (including any amounts recorded as revenue that were ultimately refunded),
changes in estimates, or data reconciliation differences may cause us to recognize or reverse revenue in a current fiscal
year that pertains to services provided during a prior fiscal year. During 2014, 2013 and 2012, we recognized a net
increase in revenue of $7.9 million, $8.2 million, and $9.2 million that related to services provided prior to each respective
year.
l. Earnings (Loss) Per Share – We calculate basic earnings (loss) per share using weighted average common
shares outstanding during the period. We calculate diluted earnings (loss) per share using weighted average common
shares outstanding during the period plus the effect of all dilutive potential common shares outstanding during the period
unless the impact would be anti-dilutive. See Note 13 for a reconciliation of basic and diluted earnings (loss) per share.
52
m. Share-Based Compensation – We recognize all share-based payments to employees in the consolidated
statements of operations over the required vesting period based on estimated fair values at the date of grant. See Note
12 for further information on share-based compensation.
n. Derivative Instruments and Hedging Activities – We use derivative instruments to manage risks related to
interest, foreign currencies, and the cash convertible senior notes (as discussed in Note 6). We account for derivatives in
accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 815,
which establishes accounting and reporting standards requiring that certain derivative instruments be recorded on the
balance sheet as either an asset or liability measured at fair value. Additionally, changes in the derivative's fair value will
be recognized currently in earnings unless specific hedge accounting criteria are met. As permitted under our master
netting arrangements, the fair value amounts of our interest rate swaps and foreign currency options and/or forward
contracts are presented on a net basis by counterparty in the consolidated balance sheets. See Note 7 for further
information on derivative instruments and hedging activities.
o. Management Estimates – In preparing our consolidated financial statements in conformity with U.S. GAAP,
management must make estimates and assumptions that affect: (1) the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements; and (2) the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates.
2.
Recent Accounting Standards
In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
No. 2013-11, "Income Taxes (Topic 740)—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss
Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which requires an entity to present in the financial
statements an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset
resulting from a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. However, when the above
situation is not available at the reporting date or the tax law of the applicable jurisdiction does not require the entity to use
the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a
liability and should not be combined with deferred tax assets. ASU No. 2013-11 is effective prospectively for reporting
periods beginning after December 15, 2013. We adopted this standard for the interim period beginning January 1,
2014. The adoption of this standard did not have a material impact on our consolidated results of operations, financial
position, cash flows, or notes to the consolidated financial statements.
In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-9 which creates FASB
Accounting Standards Codification ("ASC") Topic 606, "Revenue from Contracts with Customers" ("ASC 606") and
supersedes ASC Topic 605, "Revenue Recognition." The provisions of ASC Topic 606 provide for a single comprehensive
principles-based standard for the recognition of revenue across all industries and expanded disclosure about the nature,
amount, timing and uncertainty of revenue, as well as certain additional quantitative and qualitative disclosures. The
standard is effective for annual periods beginning after December 15, 2016, including interim periods within those
years. We are currently evaluating the impact of adopting ASC Topic 606.
53
3.
Goodwill
The change in carrying amount of goodwill during the years ended December 31, 2012, 2013, and 2014 is shown
below:
(In thousands)
Balance, December 31, 2011
Ascentia purchase
Balance, December 31, 2012
Other adjustments
Balance, December 31, 2013
Other adjustments
Balance, December 31, 2014
$
$
335,392
3,303
338,695
105
338,800
—
338,800
In April 2012, we acquired Ascentia Health Care Solutions ("Ascentia"), a firm that supports and promotes total
population health management, patient centered programs, payer strategies and physician practice enhancement
programs, for $5.5 million in cash. In addition, we issued 14,409 unregistered shares of our common stock in connection
with the Ascentia acquisition which were valued in the aggregate at $0.1 million.
As of December 31, 2014 and December 31, 2013, the gross amount of goodwill totaled $521.1 million, and we
had accumulated impairment losses of $182.4 million.
4.
Intangible Assets
Intangible assets subject to amortization at December 31, 2014 consisted of the following:
(In thousands)
Customer contracts
Acquired technology
Patents
Distributor and provider networks
Perpetual license to survey-based data
Other
Total
Gross
Carrying
Amount
Accumulated
Amortization
Net
$
$
16,170 $
19,268
24,711
8,709
31,000
2,140
101,998 $
13,445 $
16,709
17,486
7,711
5,315
1,220
61,886 $
2,725
2,559
7,225
998
25,685
920
40,112
54
Intangible assets subject to amortization at December 31, 2013 consisted of the following:
(In thousands)
Customer contracts
Acquired technology
Patents
Distributor and provider networks
Perpetual license to survey-based data
Other
Total
Gross
Carrying
Amount
Accumulated
Amortization
Net
$
$
59,574 $
29,431
24,547
8,709
30,000
5,077
157,338 $
51,512 $
25,589
15,081
7,190
3,986
3,867
107,225 $
8,062
3,842
9,466
1,519
26,014
1,210
50,113
Intangible assets subject to amortization are being amortized over estimated useful lives ranging from three to 25
years. Total amortization expense for the years ended December 31, 2014, 2013, and 2012, was $11.2 million, $12.7
million, and $12.6 million, respectively. The following table summarizes the estimated amortization expense for each of
the next five years and thereafter:
(In thousands)
Year ending December 31,
2015
2016
2017
2018
2019
2020 and thereafter
Total
$
$
6,778
4,998
3,338
2,714
2,395
19,889
40,112
Intangible assets not subject to amortization at December 31, 2014 and 2013 consist of a trade name of $29.0
million.
55
5. Income Taxes
Income tax expense is comprised of the following:
(In thousands)
Current taxes
Federal
State
Foreign
Deferred taxes
Federal
State
Foreign
Total
Year Ended December 31,
2013
2012
2014
$
$
483 $
269
1,316
(4,844)
(1,938)
127
(4,587) $
(1,311) $
741
1,693
(5,842)
(1,018)
101
(5,636) $
(1,271)
774
1,754
4,803
413
249
6,722
Our foreign income before income taxes was $5.2 million, $4.5 million, and $4.8 million for the years ended
December 31, 2014, 2013, and 2012, respectively.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table sets
forth the significant components of our net deferred tax liability as of December 31, 2014 and 2013:
(In thousands)
Deferred tax asset:
Accruals and reserves
Deferred compensation
Share-based payments
Net operating loss carryforwards
Cash conversion derivative and cash convertible notes
hedge, respectively
Other assets
Valuation allowance
Deferred tax liability:
Property and equipment
Intangible assets
Cash convertible notes hedge and cash conversion
derivative, respectively
Other liabilities
Net deferred tax liability
Net current deferred tax asset
Net long-term deferred tax liability
December 31,
2014
December 31,
2013
$
17,769 $
4,372
9,368
7,167
4,459
3,124
46,259
(3,836)
42,423 $
(44,832) $
(11,778)
(4,459)
(1,119)
(62,188)
(19,765) $
13,118 $
(32,883)
(19,765) $
$
$
$
$
$
14,159
3,933
10,703
8,303
3,553
1,486
42,137
(3,630)
38,507
(44,740)
(13,418)
(3,553)
(449)
(62,160)
(23,653)
9,667
(33,320)
(23,653)
56
Based on the Company's historical and expected future taxable earnings, we believe it is more likely than not that
the Company will realize the benefit of the existing deferred tax assets, net of the valuation allowance, at December 31,
2014.
For 2014, 2013 and 2012, the tax benefit of share-based compensation, excluding the tax benefit related to the
deferred tax asset for share-based payments, was recorded as additional paid-in capital.
We recorded a tax effect of $44,000, $1.0 million, and $0.5 million in 2014, 2013, and 2012, respectively, related
to our interest rate swap agreements (see Note 7) to stockholders' equity as a component of accumulated other
comprehensive income (loss).
At December 31, 2014, we had international net operating loss carryforwards totaling approximately $14.5 million
with an indefinite carryforward period, approximately $7.3 million of federal loss carryforwards, and approximately $17.2
million of state loss carryforwards. We have provided a valuation allowance on certain deferred tax assets associated
with our international net operating loss carryforwards. The federal loss carryforwards originating from acquired entities
are subject to an annual limitation under Internal Revenue Code Section 382, and expire in 2021 if not utilized. The state
loss carryforwards are expected to be fully utilized during future periods and expire from 2017 through 2032.
Undistributed earnings of the Company's foreign subsidiaries amounted to approximately $14.9 million as of
December 31, 2014. Those earnings are considered to be indefinitely reinvested and, accordingly, no U.S. federal or state
income taxes have been recorded thereon. Upon distribution of those earnings in the form of dividends or otherwise, the
Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and
potential withholding taxes payable to the various foreign countries. Determination of the amount of unrecognized
deferred U.S. income tax liability is not practical because of the complexities associated with its hypothetical calculation;
however, unrecognized foreign tax credits would be available to reduce a portion of the U.S. tax liability.
The difference between income tax expense computed using the statutory federal income tax rate and the
effective rate is as follows:
(In thousands)
Year Ended December 31,
2013
2014
2012
Statutory federal income tax
State income taxes, less federal income tax
benefit
Permanent items
Change in valuation allowance
Prior year tax adjustments
Uncertain tax position reversal
State income tax credits
Net impact of foreign earnings
Other
Income tax expense (benefit)
$
(3,552) $
(4,962) $
5,161
(456)
137
206
(42)
—
(650)
(218)
(12)
(4,587) $
(669)
634
388
140
(1,137)
—
(175)
145
(5,636) $
453
389
285
263
—
—
39
132
6,722
$
Uncertain Tax Positions
During 2013, we recorded a $1.1 million reduction to an unrecognized tax benefit due to the expiration of the
applicable statutes of limitations for the 2009 tax year. As of December 31, 2014 and 2013, we had $0.3 million of
unrecognized tax benefits that, if recognized, would affect our effective tax rate. Our policy is to include interest and
penalties related to unrecognized tax benefits in income tax expense. During 2012, we included an immaterial amount of
net interest related to uncertain tax positions as a component of income tax expense. During 2013 and 2014, there were
no interest and penalties related to unrecognized tax benefits recorded as income tax expense.
57
The aggregate changes in the balance of unrecognized tax benefits, exclusive of interest, were as follows:
(In thousands)
Unrecognized tax benefits at December 31, 2012
Decreases based upon a lapse of the applicable statute of limitations
Unrecognized tax benefits at December 31, 2013
Decreases based upon tax positions related to prior years
Unrecognized tax benefits at December 31, 2014
$
$
$
1,348
(1,060)
288
(35)
253
We file income tax returns in the U.S. Federal jurisdiction and in various state and foreign jurisdictions. Tax years
remaining subject to examination in these jurisdictions include 2011 to present.
6.
Long-Term Debt
The Company's long-term debt consists of the following at December 31, 2014 and 2013:
(In thousands)
Cash Convertible Notes, net of unamortized discount
CareFirst Convertible Note
Fifth Amended Credit Agreement:
Term Loan
Revolver
Capital lease obligations and other
Less: current portion
1.50% Cash Convertible Senior Notes Due 2018
December 31,
2014
December 31,
2013
$
123,148 $
20,000
97,500
4,950
6,127
251,725
(20,613)
231,112 $
$
116,392
20,000
110,000
3,625
1,905
251,922
(14,340)
237,582
On July 16, 2013, we completed the issuance of $150.0 million aggregate principal amount of the 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
December 31, 2014. Accordingly, we have classified the Cash Convertible Notes as long-term debt at December 31, 2014
and December 31, 2013. 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.
58
The cash conversion feature of the Cash Convertible Notes (the "Cash Conversion Derivative") requires
bifurcation from the Cash Convertible Notes in accordance with ASC Topic 815, Derivatives and Hedging, and is recorded
in other long-term liabilities as a derivative liability and carried at fair value. The fair value of the Cash Conversion
Derivative at the time of issuance of the Cash Convertible Notes was $36.8 million, which was recorded as a debt
discount for purposes of accounting for the debt component of the Cash Convertible Notes. The debt discount is being
amortized over the term of the Cash Convertible Notes using the effective interest method. For the year ended December
31, 2014, we recorded $6.8 million of interest expense related to the amortization of the debt discount based upon an
effective interest rate of 5.7%. The net carrying amount of the Cash Convertible Notes at December 31, 2014 and
December 31, 2013 was $123.1 million and $116.4 million, respectively, net of the unamortized discount of $26.9 million
and $33.6 million, respectively.
In connection with the issuance of the Cash Convertible Notes, we entered into privately negotiated convertible
note hedge transactions (the "Cash Convertible Notes Hedges"), which are cash-settled and are intended to reduce our
exposure to potential cash payments that we would be required to make if holders elected to convert the Cash Convertible
Notes at a time when our stock price exceeded the conversion price. The initial cost of the Cash Convertible Notes
Hedges was $36.8 million. The Cash Convertible Notes Hedges are recorded in other assets as a derivative asset under
FASB ASC Topic 815 and are carried at fair value. See Note 8 for additional information regarding the Cash Convertible
Notes Hedges and the Cash Conversion Derivative and their fair values as of December 31, 2014.
In July 2013, we also sold separate privately negotiated warrants (the "Warrants") initially relating, in the
aggregate, to a notional number of shares of our common stock underlying the Cash Convertible Notes Hedges. The
Warrants have an initial strike price of approximately $25.95 per share, which effectively increases the conversion price of
the Cash Convertible Notes to a 60% premium to our stock price on July 1, 2013. The Warrants will be net share settled
by issuing a number of shares of our common stock per Warrant corresponding to the excess of the market price per
share of our common stock (as measured on each warrant exercise date under the terms of the Warrants) over the
applicable strike price of the Warrants. The Warrants meet the definition of derivatives under the guidance in ASC Topic
815; however, because these instruments have been determined to be indexed to our own stock and meet the criteria for
equity classification under ASC Topic 815-40, the Warrants have been accounted for as an adjustment to our additional
paid-in-capital.
If the market value per share of our common stock exceeds the strike price of the warrants, the warrants will have
a dilutive effect on net income per share, and the "treasury stock" method will be used in calculating the dilutive effect on
earnings per share.
CareFirst Convertible Note
On October 1, 2013, we entered into an Investment Agreement (the "Investment Agreement") with CareFirst
Holdings, LLC ("CareFirst"), which is in addition to certain existing commercial agreements between us and CareFirst
relating to, among other things, disease management and care coordination services (the "Commercial
Agreements"). Pursuant to the Investment Agreement, we issued to CareFirst a convertible subordinated promissory note
in the aggregate original principal amount of $20 million (the "CareFirst Convertible Note") for a purchase price of $20
million. The CareFirst Convertible Note bears interest at a rate of 4.75% per year, payable quarterly in arrears on March
31, June 30, September 30 and December 31 of each calendar year, beginning on December 31, 2013. The CareFirst
Convertible Note may be prepaid only under limited circumstances and upon the terms and conditions specified therein. If
the CareFirst Convertible Note has not been fully converted or redeemed in accordance with its terms, it will mature on
October 1, 2019. The CareFirst Convertible Note is subordinate in right of payment to the prior payment in full of (a) all
indebtedness of the Company under the Fifth Amended Credit Agreement (as defined below), and (b) any other senior
debt of the Company, which currently includes only the Cash Convertible Notes.
59
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 December 31, 2014, we had issued CareFirst Warrants totaling 190,683 at a weighted average exercise price of
$16.92, all of which were issued in 2014. 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"). The Fifth Amended Credit Agreement provides us with a $200.0 million
revolving credit facility that expires on June 8, 2017 and includes a swingline sub facility of $20.0 million and a $75.0 million
sub facility for letters of credit. The Fifth Amended Credit Agreement also provides a $200.0 million term loan facility that
matures on June 8, 2017, $97.5 million of which remained outstanding at December 31, 2014, and an uncommitted
incremental accordion facility of $100.0 million.
Borrowings under the Fifth Amended Credit Agreement generally bear interest at variable rates based on a margin
or spread in excess of either (1) the one-month, two-month, three-month or six-month rate (or with the approval of affected
lenders, nine-month or twelve-month rate) for Eurodollar deposits ("LIBOR") or (2) the greatest of (a) the SunTrust Bank
prime lending rate, (b) the federal funds rate plus 0.50%, and (c) one-month LIBOR plus 1.00% (the "Base Rate"), as
selected by the Company. The LIBOR margin varies between 1.75% and 3.00%, and the Base Rate margin varies between
0.75% and 2.00%, depending on our leverage ratio. The Fifth Amended Credit Agreement also provides for an annual fee
ranging between 0.30% and 0.50% of the unused commitments under the revolving credit facility. Extensions of credit
under the Fifth Amended Credit Agreement are secured by guarantees from all of the Company's active domestic
subsidiaries and by security interests in substantially all of the Company's and such subsidiaries' assets.
60
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 (discussed in
Note 10) and, for any period that includes a fiscal quarter ending on or before December 31, 2015, up to $5 million in the
aggregate of accounting charges attributable to the settlement or other satisfaction of litigation liabilities and the
incurrence of related expenses, (2) reduced the amount of the accordion facility from $200 million to $100 million, (3)
provided that the net cash proceeds of an asset sale or recovery event be deposited with the administrative agent pending
reinvestment or application to the payment of loans, and (4) limited the aggregate consideration payable in respect of
acquisitions consummated after December 29, 2014 to $150 million. As of December 31, 2014, availability under the
revolving credit facility totaled $95.9 million as calculated under the most restrictive covenant.
We are required to repay outstanding revolving loans under the revolving credit facility in full on June 8, 2017.
We are required to repay term loans in quarterly principal installments aggregating (1) 1.250% of the original aggregate
principal amount of the term loans during each of the eight quarters beginning with the quarter ended September 30,
2012, (2) 1.875% of the original aggregate principal amount of the term loans during each of the next four quarters
beginning with the quarter ending September 30, 2014, and (3) 2.500% of the original aggregate principal amount of the
term loans during each of the remaining quarters prior to maturity on June 8, 2017, at which time the entire unpaid
principal balance of the term loans is due and payable.
The following table summarizes the minimum annual principal payments and repayments of the revolving
advances under the Fifth Amended Credit Agreement, the Cash Convertible Notes, and the CareFirst Convertible Note for
each of the next five years and thereafter:
(In thousands)
Year ending December 31,
2015
2016
2017
2018
2019
2020 and thereafter
Total
$
$
17,500
20,000
64,950
150,000
20,000
—
272,450
The Fifth Amended Credit Agreement contains financial covenants that require us to maintain specified ratios or
levels of (1) total funded debt to EBITDA and (2) fixed charge coverage.
The Fifth Amended Credit Agreement contains various other affirmative and negative covenants that are typical
for financings of this type. Among other things, the Fifth Amended Credit Agreement limits repurchases of the Company's
common stock and the amount of dividends that the Company can pay to holders of its common stock.
61
7.
Derivative Instruments 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 6), and we pay a fixed rate
of interest with interest rates ranging from 0.690% to 1.480% plus a spread (see Note 6). We maintain interest rate swap
agreements with current notional amounts of $125.0 million and termination dates ranging from November 2015 to
December 2016. Of this amount, $75.0 million was effective at December 31, 2014, and $50.0 million will become
effective in December 2015, as older interest rate swap agreements expire. Gains and losses on these interest rate swap
agreements are reclassified to interest expense in the same period during which the hedged transaction affects earnings
or the period in which all or a portion of the hedge becomes ineffective. As of December 31, 2014, we expect to reclassify
$0.3 million of net losses on interest rate swap agreements from accumulated OCI to interest expense within the next 12
months due to the scheduled payment of interest associated with our debt.
The following table shows the effect of our cash flow hedges on the consolidated balance sheets during the year
ended December 31, 2014 and 2013:
(In thousands)
Derivatives in Cash Flow Hedging Relationships
(Gain) loss related to effective portion of derivatives
recognized in accumulated OCI, gross of tax effect
Loss related to effective portion of derivatives reclassified
from accumulated OCI to interest expense, gross of tax
effect
For the Year Ended
December 31,
2014
December 31,
2013
292
(332)
(507)
(1,916)
Gains and losses representing either hedge ineffectiveness or hedge components excluded from the assessment
of effectiveness are recognized in current earnings. During the years ended December 31, 2014 and 2013, there were no
gains or losses on cash flow hedges recognized in our consolidated statements of comprehensive income (loss) resulting
from hedge ineffectiveness.
62
Derivative Instruments Not Designated as Hedging Instruments
Our Cash Conversion Derivative, Cash Convertible Notes Hedges, and foreign currency options and/or forward
contracts do not qualify for hedge accounting treatment under U.S. GAAP and are measured at fair value with gains and
losses recognized immediately in the consolidated statements of comprehensive income (loss). These derivative
instruments not designated as hedging instruments did not have a material impact on our consolidated statements of
comprehensive income (loss) during the years ended December 31, 2014, 2013 and 2012.
The Cash Conversion Derivative is accounted for as a derivative liability and carried at fair value. In order to offset
the risk associated with the Cash Conversion Derivative, we entered into Cash Convertible Notes Hedges which are cash-
settled and are intended to reduce our exposure to potential cash payments that we would be required to make if holders
elected to convert the Cash Convertible Notes at a time when our stock price exceeded the conversion price. The Cash
Convertible Notes Hedges are accounted for as a derivative asset and carried at fair value.
The gains and losses resulting from changes in the fair values of the Cash Conversion Derivative and the Cash
Convertible Notes Hedges are reported in the consolidated statements of comprehensive income (loss) as follows:
(In thousands)
Cash Convertible Notes Hedges:
Net unrealized gain (loss)
Cash Conversion Derivative:
Net unrealized gain (loss)
Year Ended
December
31, 2014
December
31, 2013
Statements of Comprehensive Income
(Loss) Classification
$
$
20,259 $
(8,984) Selling, general and administrative expense
(20,259) $
8,984
Selling, general and administrative expense
We also enter into foreign currency options and/or forward contracts in order to minimize our earnings exposure
to fluctuations in foreign currency exchange rates. Our foreign currency exchange contracts require current period mark-
to-market accounting, with any change in fair value being recorded each period in the consolidated statements of
comprehensive income (loss) in selling, general and administrative expenses. At December 31, 2014, we had forward
contracts with notional amounts of $24.7 million to exchange foreign currencies, primarily the Australian dollar and Euro,
that were entered into in order to hedge forecasted foreign net income (loss) and intercompany debt. We routinely monitor
our foreign currency exposures to maximize the overall effectiveness of our foreign currency hedge positions. We do not
execute transactions or hold derivative financial instruments for trading or other purposes.
63
The estimated gross fair values of derivative instruments at December 31, 2014 and December 31, 2013,
excluding the impact of netting derivative assets and liabilities when a legally enforceable master netting agreement
exists, were as follows:
December 31, 2014
December 31, 2013
Foreign
currency
exchange
contracts
Interest
rate swap
agreements
Cash
Convertible
Notes
Hedges
and Cash
Conversion
Derivative
Foreign
currency
exchange
contracts
Interest
rate swap
agreements
Cash
Convertible
Notes
Hedges
and Cash
Conversion
Derivative
$
$
$
477 $
—
477 $
— $
—
— $
— $
48,025
48,025 $
178 $
—
178 $
— $
—
— $
—
27,766
27,766
111 $
—
— $
—
— $
48,025
67 $
—
— $
—
—
27,766
$
—
111 $
395
395 $
—
48,025 $
—
67 $
505
505 $
—
27,766
(In thousands)
Assets:
Derivatives not designated as
hedging instruments:
Other current assets
Other assets
Total assets
Liabilities:
Derivatives not designated as
hedging instruments:
Accrued liabilities
Other long-term liabilities
Derivatives designated as
hedging instruments:
Other long-term liabilities
Total liabilities
8.
Fair Value Measurements
We account for certain assets and liabilities at fair value. Fair value is defined as the price that would be received
upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the
measurement date, assuming the transaction occurs in the principal or most advantageous market for that asset or
liability.
Fair Value Hierarchy
The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair
value are observable in the market. We categorize each of our fair value measurements in one of these three levels
based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
Level 1: 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.
64
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables present our assets and liabilities measured at fair value on a recurring basis at December 31,
2014 and December 31, 2013:
(In thousands)
December 31, 2014
Assets:
Foreign currency exchange
contracts
Cash Convertible Notes Hedges
Liabilities:
Foreign currency exchange
contracts
Interest rate swap agreements
Cash Conversion Derivative
(In thousands)
December 31, 2013
Assets:
Foreign currency exchange
contracts
Cash Convertible Notes Hedges
Liabilities:
Foreign currency exchange
contracts
Interest rate swap agreements
Cash Conversion Derivative
Level 2
Level 3
Gross
Fair
Value
Netting (1)
Net Fair
Value
477 $
—
— $
477 $
48,025
48,025
(111) $
—
366
48,025
111 $
395
—
— $
—
48,025
111 $
395
48,025
(111) $
—
—
—
395
48,025
Level 2
Level 3
Gross
Fair
Value
Netting (1)
Net Fair
Value
178 $
—
— $
178 $
27,766
27,766
(57) $
—
121
27,766
67 $
505
—
— $
—
27,766
67 $
505
27,766
(57) $
—
—
10
505
27,766
$
$
$
$
(1) This column reflects the impact of netting derivative assets and liabilities by counterparty when a legally enforceable
master netting agreement exists.
The fair values of forward foreign currency exchange contracts are valued using broker quotations of similar
assets or liabilities in active markets. The fair values of interest rate swap agreements are primarily determined based on
the present value of future cash flows using internal models and third-party pricing services with observable inputs,
including interest rates, yield curves and applicable credit spreads. The fair values of the Cash Convertible Notes Hedges
and the Cash Conversion Derivative are measured using Level 3 inputs. These instruments are not actively traded and
are valued using an option pricing model that uses observable and unobservable market data for inputs, such as expected
time to maturity of the derivative instruments, the risk-free interest rate, the expected volatility of our common stock and
other factors. The Cash Convertible Notes Hedges and the Cash Conversion Derivative were designed such that changes
in their fair values would offset one another, with minimal impact to the consolidated statements of comprehensive income
(loss). Therefore, the sensitivity of changes in the unobservable inputs to the option pricing model for such instruments is
mitigated.
65
The following table presents our financial instruments measured at fair value on a recurring basis using
unobservable inputs (Level 3):
(In thousands)
Cash Convertible Notes
Hedges
Cash Conversion Derivative
Balance at
December 31,
2013
Purchases of
Level 3
Instruments
Issuances of
Level 3
Instruments
Gains/(Losses)
Included in
Earnings
Balance at
December 31,
2014
$
27,766 $
(27,766)
— $
—
— $
—
20,259 $
(20,259)
48,025
(48,025)
The gains and losses included in earnings noted above represent the change in the fair value of these financial
instruments and are recorded each period in the consolidated statements of comprehensive income (loss) as selling, general
and administrative expenses.
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
We measure certain assets at fair value on a nonrecurring basis in the fourth quarter of our fiscal year, including
the following:
(cid:120)(cid:3)
(cid:120)(cid:3)
reporting units measured at fair value in the first step of a goodwill impairment test; and
indefinite-lived intangible assets measured at fair value for impairment assessment.
Each of the assets above is classified as Level 3 within the fair value hierarchy.
During the fourth quarter of 2014, we reviewed goodwill for impairment at the reporting unit level (operating
segment or one level below an operating segment). We have two reporting units, domestic and international. The fair
value of a reporting unit is the price that would be received to sell the unit as a whole in an orderly transaction between
market participants at the measurement date. We may elect to perform a qualitative assessment to determine whether it
is more likely than not that the fair value of a reporting unit is less than its carrying value. However, we elected not to
perform a qualitative assessment, instead proceeding to the quantitative review described below.
We estimated the fair value of our reporting units using a combination of a discounted cash flow model and a
market-based approach, and we reconciled the aggregate fair value of our reporting units to our consolidated market
capitalization. Estimating fair value requires significant judgments, including management's estimate of future cash flows,
which is dependent on internal forecasts, estimation of the long-term growth rate for our business, the useful life over
which cash flows will occur, and determination of our weighted average cost of capital, as well as relevant comparable
company earnings multiples for the market-based approach. Changes in these estimates and assumptions could
materially affect the estimate of fair value and goodwill impairment for each reporting unit. We determined that the
carrying value of goodwill was not impaired based upon the impairment review.
Also during the fourth quarter of 2014, we estimated the fair value of our indefinite-lived intangible asset, a trade
name, using a present value technique, which required management's estimate of future revenues attributable to this
trade name, estimation of the long-term growth rate and royalty rate for this revenue, and determination of our weighted
average cost of capital. Changes in these estimates and assumptions could materially affect the estimate of fair value for
the trade name. We determined that the carrying value of the trade name was not impaired based upon the impairment
review.
66
Fair Value of Other Financial Instruments
In addition to foreign currency exchange contracts, interest rate swap agreements, the Cash Convertible Notes
Hedges, and the Cash Conversion Derivative, the estimated fair values of which are disclosed above, the estimated fair
value of each class of financial instruments at December 31, 2014 was as follows:
Cash and cash equivalents – The carrying amount of $1.8 million approximates fair value because of the short maturity of
those instruments (less than three months).
Long-term debt – The estimated fair value of outstanding borrowings under the Fifth Amended Credit Agreement, which
includes a revolving credit facility and a term loan facility, the Cash Convertible Notes and the CareFirst Convertible Note
(see Note 6) are determined based on the fair value hierarchy as discussed above. The revolving credit facility and the
term loan facility are not actively traded and therefore are classified as Level 2 valuations based on the market for similar
instruments. The estimated fair value is based on the average of the prices set by the issuing bank given current market
conditions and is not necessarily indicative of the amount we could realize in a current market exchange. The estimated
fair value and carrying amount of outstanding borrowings under the Fifth Amended Credit Agreement at December 31,
2014 are $101.9 million and $102.5 million, respectively.
The Cash Convertible Notes are actively traded and therefore are classified as Level 1 valuations. The estimated fair
value at December 31, 2014 was $176.4 million, which is based on the last traded price of the Cash Convertible Notes on
December 31, 2014, and the par value was $150.0 million. The carrying amount of the Cash Convertible Notes at
December 31, 2014 was $123.1 million, which is net of the debt discount discussed in Note 6.
The CareFirst Convertible Note was issued at its fair value of $20.0 million on October 1, 2013. It is not actively traded
and is not based upon either an observable market, other than the market for our stock, or on an observable index and is
therefore classified as a Level 3 valuation. At December 31, 2014, the carrying amount of the CareFirst Convertible Note
of $20.0 million approximates fair value because there were no factors present that would materially impact the fair value
since its issuance on October 1, 2013.
9.
Other Long-Term Liabilities
Other long-term liabilities consist primarily of the Cash Conversion Derivative (see Notes 6 and 7), deferred rent
(see Note 11), a deferred compensation plan, and accrued performance cash (if pre-established performance metrics are
met).
We have a non-qualified deferred compensation plan under which certain employees may defer a portion of their
salaries and receive a Company matching contribution plus a discretionary contribution based on the Company's
performance against financial targets. Company contributions vest equally over four years. We do not fund the plan and
carry it as an unsecured obligation. Participants in the plan elect payout dates for their account balances, which can be
no earlier than four years from the beginning of the plan year.
As of December 31, 2014 and 2013, other long-term liabilities included vested amounts under the non-qualified
deferred compensation plan of $7.4 million and $6.8 million, respectively, net of the current portions of $0.5 million and
$1.0 million, respectively. For the next five years ending December 31, 2019 we must make estimated plan payments of
$0.5 million, $1.2 million, $0.3 million, $0.3 million, and $0.1 million, respectively.
In addition, under our stock incentive plan, we issue performance-based cash awards to certain employees based
on pre-established performance metrics. Based on achievement of the performance metrics, the awards vest on the fourth
anniversary of the grant date and are paid shortly thereafter.
As of December 31, 2014 and 2013, accrued performance cash totaled $0.9 million and $0, respectively.
67
10. Commitments and Contingencies
Contract Disputes
On January 25, 2010, BCBSMN issued notice of arbitration with the American Arbitration Association in
Minneapolis in accordance with the terms of the contract alleging violations of certain contract provisions and seeking
recoupment of an unspecified amount of payments made to us under the contract. We believe we performed our services
in compliance with the terms of our agreement and that the assertions made in the arbitration notice are without merit. On
August 3, 2011, we asserted numerous counterclaims against BCBSMN. On April 15, 2014, we entered into an
agreement with BCBSMN to resolve this dispute. Under the terms of the agreement, we agreed to pay BCBSMN in two
separate installments: $4 million, which was paid in April 2014, and $5.5 million which was paid in January 2015.
On September 10, 2012, Plastipak Packaging, Inc. ("Plastipak") filed suit in the Circuit Court for Wayne County,
Michigan seeking damages relating to an alleged breach of a services agreement with us. On February 4, 2015, the Court
announced an award of $7.2 million in favor of Plastipak, which amount is included in our consolidated balance sheet and
results of operations as of and for the year ended December 31, 2014.
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 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 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.
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. The FCC has previously granted retroactive waivers
of that regulation to several petitioners who were facing lawsuits alleging that the petitioners failed to include the "opt-out"
language in fax advertisements sent with the prior express invitation or permission of the recipients. We cannot predict
whether the FCC will grant our Waiver Petition or, if granted, the impact on the California Matter or the Illinois Matter.
Performance Award Lawsuit
On September 4, 2012, Milton Pfeiffer ("Plaintiff"), claiming to be a stockholder of the Company, filed a putative
derivative action against the Company and the Board of Directors (the "Board") in Delaware Chancery Court (the "Court")
alleging that the Compensation Committee of the Board and the Board breached their fiduciary duties and violated the
Company's 2007 Stock Incentive Plan (the "Plan") by granting Ben R. Leedle, Jr., Chief Executive Officer and President of
the Company, discretionary performance awards under the Plan in the form of options to purchase an aggregate of
500,000 shares of the Company's common stock, which consisted of a performance award in November 2011 granting
Mr. Leedle the right to purchase 365,000 shares and a performance award in February 2012 granting Mr. Leedle the right
to purchase 135,000 shares (the "Performance Awards"). Plaintiff alleges that the Performance Awards exceeded what is
authorized by the Plan and that the Company's 2012 proxy statement, in which the Performance Awards are disclosed, is
false and misleading. Plaintiff also alleges that Mr. Leedle breached his fiduciary duties and was unjustly enriched by
receiving the Performance Awards. Plaintiff is seeking, among other things, the rescission or disgorgement of all alleged
"excess" awards granted to Mr. Leedle under the Performance Awards, to recover any incidental damages to the
Company, and an award of attorneys' fees and expenses. On November 2, 2012, the Company and the Board filed a
Motion to Dismiss because Plaintiff failed to make a demand upon the Board as required by Delaware law. On November
68
8, 2013, the Court denied the Company's Motion to Dismiss. On February 21, 2014, the Company filed its answer and
intends to vigorously defend the allegations.
Summary
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 statements. 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 and a global joint venture
agreement with Gallup in October 2012 that requires us to make payments over a 5-year period beginning January
2013. We have minimum remaining contractual cash obligations of $34.5 million related to these agreements.
In May 2011, we entered into a ten-year applications and technology services outsourcing agreement with HP
Enterprise Services, LLC that contains minimum fee requirements. Total payments over the remaining term, including an
estimate for future contractual cost of living adjustments, must equal or exceed a minimum level of approximately $133.3
million; however, based on current required service and equipment level assumptions, we estimate that the remaining
payments will be approximately $276.3 million. The agreement allows us to terminate all or a portion of the services after
the first two years provided we pay certain termination fees, which could be material to the Company.
11. Leases
We maintain operating lease agreements principally for our corporate office space, our well-being improvement
call centers, and our operations support and training offices. We lease approximately 264,000 square feet of office space
in Franklin, Tennessee, which contains our corporate headquarters and one of our well-being improvement call
centers. This lease commenced in March 2008 and expires in February 2023. We also lease approximately 92,000
square feet of office space in Chandler, Arizona which contains additional corporate colleagues and one of our well-being
improvement call centers. In addition, we lease office space for our six other well-being improvement call center locations
for an aggregate of approximately 140,000 square feet of space with lease terms expiring on various dates from 2015 to
2021. Our operations support and training offices contain approximately 70,000 square feet in aggregate and have lease
terms expiring from 2015 to 2022.
Our corporate office lease agreement contains escalation clauses and provides for two renewal options of five
years each at then prevailing market rates. The base rent for the initial 15-year term ranges from $4.3 million to $6.6
million per year over the term of the lease. The landlord provided a tenant improvement allowance equal to approximately
$10.7 million. We record leasehold improvement incentives as deferred rent and amortize them as reductions to rent
expense over the lease term.
Most of our operating leases include escalation clauses, some of which are fixed amounts, and some of which
reflect changes in price indices. We recognize rent expense on a straight-line basis over the lease term. Certain
operating leases contain renewal options to extend the lease for additional periods. For the years ended December 31,
2014, 2013, and 2012, rent expense under lease agreements was approximately $13.2 million, $12.9 million, and $12.9
million, respectively. Our capital lease obligations, which primarily include computer equipment leases, are included in
long-term debt and the current portion of long-term debt.
69
The following table summarizes our future minimum lease payments under all capital leases and non-cancelable
operating leases for each of the next five years and thereafter:
(In thousands)
Year ending December 31,
2015
2016
2017
2018
2019
2020 and thereafter
Total minimum lease payments
Less: amount representing interest
Present value of minimum lease payments
Less: current portion
Capital
Leases Leases
Operating
13,724
13,443
13,006
13,282
12,553
23,903
89,911
$
$
$
1,709 $
1,442
1,258
365
—
—
4,774 $
(238)
4,536
(1,576)
2,960
12. Share-Based Compensation
We have several stockholder-approved stock incentive plans for our employees and directors. We currently have
four types of share-based awards outstanding under these plans: stock options, restricted stock units, restricted stock,
and performance-based stock units (beginning in June 2014). A portion of the performance-based stock units granted
also includes a market condition based on our total shareholder return.
We grant options under these plans at market value on the date of grant, except in the case of certain
performance awards which may be granted at a price above market value. The options generally vest over four years
based on service conditions and expire ten years from the date of grant. Restricted stock units and restricted stock
awards generally vest over four years. Performance-based stock units have a multi-year performance period and vest four
years from the grant date. We recognize share-based compensation expense for options, restricted stock units, and
restricted stock awards on a straight-line basis over the vesting period. We recognize compensation expenses
for performance-based stock units over the requisite service period if it is probable that the performance target will be
achieved, and we subsequently adjust the expense if the probability assessment changes. All awards generally provide
for accelerated vesting upon a change in control or normal or early retirement (as defined in the applicable stock incentive
plan). At December 31, 2014, we had reserved approximately 0.5 million shares for future equity grants under our stock
incentive plan.
Following are certain amounts recognized in the consolidated statements of operations for share-based
compensation arrangements for the years ended December 31, 2014, 2013, and 2012. We did not capitalize any share-
based compensation costs during these periods.
(In millions)
Total share-based compensation
Share-based compensation included in cost of
services
Share-based compensation included in selling,
general and administrative expenses
Total income tax benefit recognized
Year Ended
December 31,
December 31, December 31,
2014
2013
2012
8.3 $
3.8
4.5
3.3
7.1 $
2.9
4.2
2.8
6.4
3.0
3.4
2.5
$
70
As of December 31, 2014, there was $21.4 million of total unrecognized compensation cost related to nonvested
share-based compensation arrangements granted under the stock incentive plans. That cost is expected to be
recognized over a weighted average period of 2.2 years.
Stock Options
We use a lattice-based binomial option valuation model ("lattice binomial model") to estimate the fair values of
stock options. We base expected volatility on historical volatility due to the low volume of traded options on our common
stock. The expected term of options granted is derived from the output of the lattice binomial model and represents the
period of time that options granted are expected to be outstanding. We used historical data to estimate expected option
exercise and post-vesting employment termination behavior within the lattice binomial model.
The following table sets forth the weighted average grant-date fair values of options and the weighted average
assumptions we used to develop the fair value estimates under each of the option valuation models for the years ended
December 31, 2014, 2013 and 2012:
Year Ended December 31,
2012
2013
2014
Weighted average grant-date fair value of options per share $
9.05
$
7.29
$
4.01
Assumptions:
Expected volatility
Expected dividends
Expected term (in years)
Risk-free rate
54.6%
—
4.7
2.4%
53.8%
—
5.1
1.9%
54.4%
—
5.1
2.0%
A summary of option activity as of December 31, 2014 and the changes during the year then ended is presented below:
Options
Outstanding at January 1, 2014
Granted
Exercised
Forfeited
Expired
Outstanding at December 31, 2014
Exercisable at December 31, 2014
Weighted
Average
Exercise
Price
Per Share
15.09
16.60
12.75
12.87
29.94
13.01
14.26
Shares
(thousands)
4,325 $
98
(224)
(80)
(555)
3,564 $
1,942 $
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
(thousands)
6.4 $
5.5 $
27,511
13,940
The total intrinsic value, which represents the difference between the market price of the underlying common
stock and the option's exercise price, of options exercised during the years ended December 31, 2014, 2013, and 2012
was $1.1 million, $3.2 million, and $1.3 million, respectively.
Cash received from option exercises under all share-based payment arrangements during 2014 was $2.9
million. The actual tax benefit realized during 2014 for the tax deductions from option exercises totaled $0.4 million. We
issue new shares of common stock upon exercise of stock options.
71
Nonvested Shares
The fair value of restricted stock and restricted stock units is determined based on the closing bid price of the
Company's common stock on the grant date. The weighted average grant-date fair value of restricted stock and restricted
stock units granted during the years ended December 31, 2014, 2013 and 2012, was $16.72, $13.12,
and $8.29, respectively. The fair value of performance-based stock units is determined based on the closing bid price of
the Company's common stock on the grant date, except that the Monte Carlo simulation valuation model is used to
determine the fair value of any performance-based stock units with a market condition. The weighted average grant-date
fair value of all performance-based stock units granted during the year ended December 31, 2014 was $14.77. No
performance-based stock units were granted during the years ended December 31, 2013 and 2012.
The following table sets forth a summary of our nonvested shares as of December 31, 2014 as well as activity
during the year then ended. The total grant-date fair value of shares vested during the years ended December 31, 2014,
2013, and 2012 was $2.5 million, $3.1 million, and $3.6 million, respectively.
Restricted Stock Units
Performance-Based Stock
Units
Weighted
Average Grant
Date Fair
Value Per
Share
—
14.77
—
—
14.77
Shares
(thousands)
— $
341
—
—
341 $
Nonvested Shares
Nonvested at January 1, 2014
Granted
Vested
Forfeited
Nonvested at December 31, 2014
Weighted
Average Grant
Date Fair
Value Per
Share
Shares
(thousands)
841 $
475
(231)
(38)
1,047 $
10.44
16.72
10.83
11.80
13.15
72
13. Earnings (Loss) Per Share
The following is a reconciliation of the numerator and denominator of basic and diluted earnings (loss) per share
for the years ended December 31, 2014, 2013, and 2012:
(In thousands except per share data)
Numerator:
Net income (loss)
Year Ended December 31,
2013
2014
2012
$
(5,561) $
(8,541) $
8,024
Denominator:
Shares used for basic earnings (loss) per share
Effect of dilutive stock options and restricted stock
units outstanding:
Non-qualified stock options (1)
Restricted stock units (1)
Shares used for diluted earnings (loss) per share (1)
Earnings (loss) per share:
Basic
Diluted (1)
Dilutive securities outstanding not included in the
computation of earnings (loss) per share because
their effect is anti-dilutive:
Non-qualified stock options
Restricted stock units
Performance-based stock units
Warrants related to Cash Convertible Notes
CareFirst Convertible Note
CareFirst Warrants
35,302
34,489
33,597
—
—
35,302
—
—
34,489
$
$
(0.16) $
(0.16) $
(0.25) $
(0.25) $
1,865
453
20
7,707
892
87
3,234
334
—
7,707
892
—
37
202
33,836
0.24
0.24
4,926
193
—
—
—
—
(1) The assumed exercise of stock-based compensation awards for the years ended December 31, 2014 and
December 31, 2013 was not considered because the impact would be anti-dilutive.
73
14. Accumulated OCI
The following tables summarize the changes in accumulated OCI, net of tax, for the twelve months ended December
31, 2014 and 2013:
(In thousands)
Accumulated OCI, net of tax, as of January 1, 2014
Other comprehensive income (loss) before
reclassifications, net of tax
Amounts reclassified from accumulated OCI,
net of tax
Net Change in
Fair Value of
Interest Rate
Swaps
$
(513) $
Foreign
Currency
Translation
Adjustments
106 $
Total
(407)
(135)
306
—
(1,812)
(1,947)
Net increase (decrease) in other
comprehensive income (loss), net of tax
Accumulated OCI, net of tax, as of December 31, 2014 $
171
(342) $
(1,812)
(1,706) $
(In thousands)
Accumulated OCI, net of tax, as of January 1, 2013
Other comprehensive income (loss) before
reclassifications, net of tax
Amounts reclassified from accumulated OCI,
net of tax
Net increase (decrease) in other
comprehensive income (loss), net of tax
Accumulated OCI, net of tax, as of December 31, 2013 $
Net Change in
Fair Value of
Interest Rate
Swaps
$
(1,790) $
Foreign
Currency
Translation
Adjustments
861 $
189
1,088
1,277
(513) $
(755)
—
(755)
106 $
306
(1,641)
(2,048)
Total
(929)
(566)
1,088
522
(407)
The following table provides details about reclassifications out of accumulated OCI for the years ended December
31, 2014 and 2013:
(In thousands)
Interest rate swaps
Year Ended December 31, Statement of Comprehensive Income
2014
2013
$
$
507 $
(201)
306 $
1,916
(828)
1,088
(Loss) Classification
Interest expense
Income tax benefit
Net of tax
See Note 7 for further discussion of our interest rate swaps.
74
15. Stockholder Rights Plan
On June 19, 2000, our Board adopted a stockholder rights plan under which holders of common stock as of June
30, 2000 received preferred stock purchase rights as a dividend at the rate of one right per share. As amended in June
2004 and July 2006, each right initially entitled its holder to purchase one one-hundredth of a Series A preferred share at
$175.00, subject to adjustment. Upon becoming exercisable, each right allowed the holder (other than the person or
group whose actions have triggered the exercisability of the rights), under alternative circumstances, to buy either
securities of the Company or securities of the acquiring company (depending on the form of the transaction) having a
value of twice the then current exercise price of the rights. The rights expired on June 15, 2014.
16. Employee Benefits
We have a 401(k) Retirement Savings Plan (the "401(k) Plan") available to substantially all of our
employees. Employees can contribute up to a certain percentage of their base compensation as defined in the 401(k)
Plan. The Company matching contributions are subject to vesting requirements. Company contributions under the 401(k)
Plan totaled $3.3 million, $3.1 million, and $2.9 million for the years ended December 31, 2014, 2013, and 2012,
respectively.
17. Segment Disclosures
We have two operating segments (domestic and international) that we have aggregated into one reportable
segment, well-being improvement services. Our integrated well-being improvement services include disease
management, health coaching, and wellness and prevention programs. Further, we report revenues from our external
customers on a consolidated basis since well-being improvement is the only service that we provide. Long-lived assets
and revenue from external customers attributable to our operations in the United States accounted for more than 95% of
our consolidated long-lived assets and revenues as of and for the years ended December 31, 2014 and December 31,
2013.
During 2014 and 2013, we derived approximately 11.6% and 10.5%, respectively, of our revenues from one
customer, with no other customer comprising 10% or more of our revenues.
18. Quarterly Financial Information (unaudited)
(In thousands, except per share data)
Year Ended
December 31, 2014
Revenues
Gross margin
Income (loss) before income taxes
Net income (loss)
Basic earnings (loss) per share (3)
Diluted earnings (loss) per share (3)
First
(1), (2), (4)
176,777 $
19,257 $
(14,884) $
(9,596) $
Second
Third
Fourth
(1), (2)
180,613 $
24,533 $
(814) $
(517) $
(2)
(2), (4)
185,656 $
27,314 $
2,998 $
1,973 $
199,136
35,058
2,551
2,578
(0.27) $
(0.27) $
(0.01) $
(0.01) $
0.06 $
0.05 $
0.07
0.07
$
$
$
$
$
$
75
Year Ended
December 31, 2013
Revenues
Gross margin
Income (loss) before income taxes
Net income (loss)
Basic earnings (loss) per share (3)
Diluted earnings (loss) per share (3)
First
Second
Third
Fourth
(1)
(1)
(2)
(1), (2)
165,165 $
15,083 $
(6,044) $
(3,949) $
162,270 $
19,916 $
(1,650) $
(1,101) $
166,615 $
26,391 $
1,108 $
1,799 $
169,235
18,326
(7,591)
(5,290)
(0.12) $
(0.12) $
(0.03) $
(0.03) $
0.05 $
0.05 $
(0.15)
(0.15)
$
$
$
$
$
$
(1) The assumed exercise of stock-based compensation awards for this period was not considered in the calculation of
diluted earnings (loss) per share because the impact would have been anti-dilutive.
(2) Includes charges related to non-cash interest associated with amortization of a debt discount of $1.6 million, $1.7
million, $1.7 million, and $1.7 million for the first, second, third and fourth quarter of 2014, respectively, and $1.5 million
and $1.6 million for the third and fourth quarter of 2013, respectively.
(3) We calculated earnings per share for each of the quarters based on the weighted average number of shares and
dilutive securities outstanding for each period. Accordingly, the sum of the quarters may not necessarily be equal to the
full year income per share.
(4) Includes charges for the first quarter of 2014 of approximately $9.4 million in connection with our settlement of a legal
matter and $8.3 million for the fourth quarter of 2014 related to two additional legal settlements.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, has reviewed and
evaluated the effectiveness of our "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of December 31, 2014.
Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period
covered by this report, the Company's disclosure controls and procedures were effective and the material weakness that
existed in the Company's internal control over financial reporting as first disclosed in our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2014 has now been remediated.
The remediation included implementing a standard process for preparing contemporaneous documentation of
accounting conclusions reached for revenue recognition in customer contracts as well as additional annual training for
appropriate personnel on the accounting treatment for these arrangements and further centralization of contracting
activity.
Management's Annual Report on Internal Control over Financial Reporting
Management, including the principal executive officer and principal financial officer, is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the
Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies and
procedures may deteriorate.
76
Management has performed an assessment of the effectiveness of the Company's internal control over financial
reporting as of December 31, 2014 based on criteria established in Internal Control — Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "COSO framework").
Based on this assessment, management has concluded that the Company's internal control over financial reporting was
effective as of December 31, 2014.
PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the Company's
consolidated financial statements, has also audited the effectiveness of the Company's internal control over financial
reporting as of December 31, 2014, as stated in their report which is included in this Annual Report.
Remediation of Material Weakness
In our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, we first disclosed that management
identified a material weakness in our internal control over financial reporting related to the revenue recognition process,
specifically related to the application of the revenue recognition accounting guidance to new or amended non-standard
contracts. As a result of this material weakness, an error was identified in recognizing revenue on an amended non-
standard contract. This error was corrected prior to the Company reporting its earnings for the quarter ended March 31,
2014 on April 24, 2014. However, the material weakness mentioned above has now been remediated. We have
implemented a standard process for preparing contemporaneous documentation of accounting conclusions reached for
revenue recognition in customer contracts. Further we have incorporated additional annual training for appropriate
personnel on the accounting treatment for these arrangements and further centralization of contracting activity.
Changes in Internal Control Over Financial Reporting
The remediation actions described above were the only changes in our internal control over financial reporting
during the three months ended December 31, 2014 that materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
Item 9B. Other Information
Our Board has determined that our 2015 Annual Meeting of Stockholders will be held on May 19, 2015. We
currently contemplate that our annual report and definitive proxy materials will be made available to our stockholders
beginning on or about April 9, 2015. Pursuant to our Amended and Restated Bylaws, as amended, as a result of the 2015
Annual Meeting of Stockholders being advanced by more than 30 days before the anniversary date of our 2014 Annual
Meeting of Stockholders, for nominations or other business to be properly brought before the 2015 Annual Meeting of
Stockholders by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the
Company by the close of business on March 23, 2015, the tenth (10th) day following the date on which public
announcement of the date of such meeting was first made.
77
Item 10.
Directors, Executive Officers and Corporate Governance
PART III
Information concerning our directors, director nomination procedures, audit committee, audit committee financial
experts, code of ethics, and compliance with Section 16(a) of the Exchange Act will be included under the headings
"Election of Directors," "Corporate Governance," and Section 16(a) Beneficial Reporting Compliance in our Proxy
Statement for the 2015 Annual Meeting of Stockholders to be held on May 19, 2015 and is incorporated herein by
reference.
Pursuant to General Instruction G(3) of Form 10-K, information concerning our executive officers is included in
Part I of this Report, under the caption "Executive Officers of the Registrant."
Code of Business Conduct
We have adopted a code of business conduct ("code of conduct") applicable to our principal executive, financial,
and accounting officers. The code of conduct is available under "Corporate Governance" accessible through the
"Investors" link on our website at www.healthways.com. We intend to post any waiver of a provision of the code of
conduct granted to any principal executive, financial, or accounting officers or any material amendment to the code of
conduct at this location on our website. The code of conduct is available free of charge upon request to our Secretary,
Healthways, Inc., 701 Cool Springs Boulevard, Franklin, Tennessee 37067.
Item 11.
Executive Compensation
Information required by this item will be included under the headings "Executive Compensation" and "Director
Compensation" in our Proxy Statement for the 2015 Annual Meeting of Stockholders to be held on May 19, 2015 and is
incorporated herein by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this item will be included under the headings "Security Ownership of Certain Beneficial
Owners and Management" and "Amendment of the Company's 2014 Stock Incentive Plan" in our Proxy Statement for the
2015 Annual Meeting of Stockholders to be held on May 19, 2015 and is incorporated herein by reference.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Information required by this item will be included under the heading "Corporate Governance" in our Proxy
Statement for the 2015 Annual Meeting of Stockholders to be held on May 19, 2015 and is incorporated herein by
reference.
Item 14.
Principal Accounting Fees and Services
Information required by this item will be included under the heading "Ratification of Independent Registered Public
Accounting Firm" in our Proxy Statement for the 2015 Annual Meeting of Stockholders to be held on May 19, 2015 and is
incorporated herein by reference.
78
PART IV
Item 15.
Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this Report:
1. The financial statements filed as part of this Report are included in Part II, Item 8 of this Report.
2. We have omitted all Financial Statement Schedules because they are not required under the instructions to the
applicable accounting regulations of the SEC or the information to be set forth therein is included in the financial
statements or in the notes thereto.
3. Exhibits
2.1
3.1
3.2
3.3
3.4
3.5
3.6
4.1
4.2
Stock Purchase Agreement dated October 11, 2006 among Healthways, Inc., Axia Health
Management, Inc., and Axia Health Management LLC [incorporated herein by reference to Exhibit 2.1
to the Company's Current Report on Form 8-K dated December 1, 2006, File No. 000-19364]
Restated Certificate of Incorporation, as amended [incorporated by reference to Exhibit 3.1 to Form 10-
Q of the Company's fiscal quarter ended February 29, 2008, File No. 000-19364]
Certificate of Amendment to Restated Certificate of Incorporation, as amended, dated as of October
10, 2013 [incorporated by reference to Exhibit 3.2 to Form 10-Q of the Company's fiscal quarter ended
September 30, 2013, File No. 000-19364]
Amended and Restated Bylaws [incorporated by reference to Exhibit 3.2 to Form 10-Q of the
Company's fiscal quarter ended February 29, 2004, File No. 000-19364]
Amendment to Amended and Restated Bylaws [incorporated by reference to Exhibit 3.1 to the
Company's Current Report on Form 8-K dated November 15, 2007, File No. 000-19364]
Amendment No. 2 to Amended and Restated Bylaws [incorporated by reference to Exhibit 3.1 to the
Company's Current Report on Form 8-K dated September 3, 2008, File No. 000-19364]
Amendment No. 3 to Amended and Restated Bylaws [incorporated by reference to Exhibit 3.4 to Form
10-Q of the Company's fiscal quarter ended June 30, 2014, File No. 000-19364]
Article IV of the Company's Restated Certificate of Incorporation (included in Exhibit 3.1)
Indenture dated as of July 8, 2013 between the Company and U.S. Bank National Association
[incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated July 8,
2013, File No. 000-19364]
4.3
Form of 1.50% Cash Convertible Senior Note due 2018 (included in Exhibit 4.2)
79
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
Office Lease dated as of May 4, 2006 between the Company and Highwoods/Tennessee Holdings,
L.P. [incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated
May 5, 2006, File No. 000-19364]
Master Services Agreement dated May 25, 2011 between the Company and HP Enterprise Services,
LLC [incorporated by reference to Exhibit 10.1 to Form 10-Q of the Company's fiscal quarter ended
June 30, 2011, File No. 000-19364] *
Fifth Amended and Restated Revolving Credit and Term Loan Agreement dated June 8, 2012
between the Company and SunTrust Bank as Administrative Agent, JPMorgan Chase Bank, N.A.as
Documentation Agent, and U.S. Bank National Association and Fifth Third Bank as Co-Syndication
Agents [incorporated by reference to Exhibit 10.1 to Company's Current Report on Form 8-K dated
June 11, 2012, File No. 000-19364]
First Amendment to Fifth Amended and Restated Revolving Credit and Term Loan Agreement dated
February 5, 2013 between the Company and SunTrust Bank as Administrative Agent [incorporated by
reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 7, 2013, File
No. 000-19364]
Second Amendment to Fifth Amended and Restated Revolving Credit and Term Loan Agreement
dated March 15, 2013 between the Company and SunTrust Bank as Administrative Agent
[incorporated by reference to Exhibit 10.2 to Form 10-Q of the Company's fiscal quarter ended March
31, 2013, File No. 000-19364]
Third Amendment to Fifth Amended and Restated Revolving Credit and Term Loan Agreement and
First Amendment to Second Amended and Restated Subsidiary Guarantee Agreement [incorporated
by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated July 1, 2013, File
No. 000-19364]
Fourth Amendment to Fifth Amended and Restated Revolving Credit and Term Loan Agreement
dated April 14, 2014 between the Company and SunTrust Bank as Administrative Agent [incorporated
by reference to Exhibit 10.1 to Form 10-Q of the Company's fiscal quarter ended June 30, 2014, File
No. 000-19364]
Fifth Amendment to Fifth Amended and Restated Revolving Credit and Term Loan Agreement dated
December 29, 2014 between the Company and SunTrust Bank as Administrative Agent [incorporated
by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 30, 2014,
File No. 000-19364]
Call Option Transaction Confirmation dated as of July 1, 2013 between the Company and JPMorgan
Chase Bank, National Association, London Branch [incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K dated July 8, 2013, File No. 000-19364]
10.10
Amendment to Call Option Transaction Confirmation dated as of July 11, 2013 between the Company
and JPMorgan Chase Bank, National Association, London Branch [incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K dated July 16, 2013, File No. 000-19364]
80
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
Call Option Transaction Confirmation dated as of July 1, 2013 between the Company and Morgan
Stanley & Co. International plc [incorporated by reference to Exhibit 10.2 to the Company's Current
Report on Form 8-K dated July 8, 2013, File No. 000-19364]
Amendment to Call Option Transaction Confirmation dated as of July 11, 2013 between the Company
and Morgan Stanley & Co. Internal plc [incorporated by reference to Exhibit 10.2 to the Company's
Current Report on Form 8-K dated July 16, 2013, File No. 000-19364]
Base Warrants Confirmation dated as of July 1, 2013 between the Company and JPMorgan Chase
Bank, National Association, London Branch [incorporated by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K dated July 8, 2013, File No. 000-19364]
Additional Warrants Confirmation dated as of July 11, 2013 between the Company and JPMorgan
Chase Bank, National Association, London Branch [incorporated by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K dated July 16, 2013, File No. 000-19364]
Base Warrants Confirmation dated as of July 1, 2013 between the Company and Morgan Stanley &
Co. International plc [incorporated by reference to Exhibit 10.4 to the Company's Current Report on
Form 8-K dated July 8, 2013, File No. 000-19364]
Additional Warrants Confirmation dated as of July 11, 2013 between the Company and Morgan
Stanley & Co. International plc [incorporated by reference to Exhibit 10.4 to the Company's Current
Report on Form 8-K dated July 16, 2013, File No. 000-19364]
Investment Agreement dated October 1, 2013 between the Company and CareFirst Holdings, LLC
[incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated
October 2, 2013, File No. 000-19364]*
Convertible Senior Subordinated Note dated October 1, 2013 issued by the Company to CareFirst
Holdings, LLC [incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-
K dated October 2, 2013, File No. 000-19364]
Form of Common Stock Purchase Warrant [incorporated by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K dated October 2, 2013, File No. 000-19364]
Registration Rights Agreement dated October 1, 2013 between the Company and CareFirst Holdings,
LLC [incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K dated
October 2, 2013, File No. 000-19364]
Nomination and Standstill Agreement dated June 2, 2014 among the Company, North Tide Capital
Master, LP, North Tide Capital, LLC and Conan J. Laughlin [incorporated by reference to Exhibit 10.1
to the Company's Current Report on Form 8-K dated June 3, 2014, File No. 000-19364]
81
Management Contracts and Compensatory Plans
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
Amended and Restated Employment Agreement dated December 21, 2012 between the Company
and Ben R. Leedle, Jr. [incorporated by reference to Exhibit 10.5 to Form 10-K of the Company's fiscal
year ended December 31, 2012, File No. 000-19364]
Amended and Restated Employment Agreement dated November 30, 2012 between the Company
and Alfred Lumsdaine [incorporated by reference to Exhibit 10.6 to Form 10-K of the Company's fiscal
year ended December 31, 2012, File No. 000-19364]
Amended and Restated Employment Agreement dated September 2, 2014 between the Company
and Michael R. Farris [incorporated by reference to Exhibit 10.2 to Form 10-Q of the Company's fiscal
quarter ended September 30, 2014, File No. 000-19364]
Employment Agreement dated January 1, 2012 between the Company and Peter Choueiri
[incorporated by reference to Exhibit 10.1 to Form 10-Q of the Company's fiscal quarter ended March
31, 2012, File No. 000-19364]
Amendment to Employment Agreement dated September 2, 2014 between the Company and Peter
Choueiri [incorporated by reference to Exhibit 10.3 to Form 10-Q of the Company's fiscal quarter
ended September 30, 2014, File No. 000-19364]
Employment Agreement dated July 29, 2012 between the Company and Glenn Hargreaves
[incorporated by reference to Exhibit 10.1 to Form 10-Q of the Company's fiscal quarter ended June
30, 2012, File No. 000-19364]
Employment Agreement dated July 29, 2012 between the Company and Mary Flipse [incorporated by
reference to Exhibit 10.2 to Form 10-Q of the Company's fiscal quarter ended June 30, 2012, File No.
000-19364]
Employment Agreement dated January 15, 2013 between the Company and Matthew Michela
[incorporated by reference to Exhibit 10.1 to Form 10-Q of the Company's fiscal quarter ended
September 30, 2014, File No. 000-19364]
Amended and Restated Corporate and Subsidiary Capital Accumulation Plan [incorporated by
reference to Exhibit 10.2 to Form 10-Q of the Company's fiscal quarter ended June 30, 2011, File No.
000-19364]
Form of Indemnification Agreement by and among the Company and the Company's directors
[incorporated by reference to Exhibit 10.15 to Registration Statement on Form S-1 (Registration No.
33-41119)]
82
10.32
10.33
10.34
10.35
10.36
10.37
10.38
10.39
10.40
10.41
10.42
10.43
2014 Stock Incentive Plan [incorporated by reference to Exhibit 99.1 to the Company's Registration
Statement on Form S-8 dated June 25, 2014, Registration No. 333-197025]
2007 Stock Incentive Plan, as amended [incorporated by reference to Exhibit 10.16 to Form 10-K of the
Company's fiscal year ended December 31, 2012, File No. 000-19364]
1996 Stock Incentive Plan, as amended [incorporated by reference to Exhibit 10.20 to Form 10-K of
the Company's fiscal year ended August 31, 2006, File No. 000-19364]
Amended and Restated 2001 Stock Option Plan [incorporated by reference to Exhibit 10.21 to Form
10-K of the Company's fiscal year ended August 31, 2006, File No. 000-19364]
Form of Non-Qualified Stock Option Agreement under the Company's 2007 Stock Incentive Plan
[incorporated by reference to Exhibit 10.24 to Form 10-K of the Company's fiscal year ended August
31, 2007, File No. 000-19364]
Form of Restricted Stock Unit Award Agreement under the Company's 2007 Stock Incentive Plan
[incorporated by reference to Exhibit 10.25 to Form 10-K of the Company's fiscal year ended August
31, 2007, File No. 000-19364]
Form of Non-Qualified Stock Option Agreement (for Directors) under the Company's 2007 Stock
Incentive Plan [incorporated by reference to Exhibit 10.2 to Form 10-Q of the Company's fiscal quarter
ended June 30, 2010, File No. 000-19364]
Form of Restricted Stock Unit Award Agreement (for Directors) under the Company's 2007 Stock
Incentive Plan [incorporated by reference to Exhibit 10.3 to Form 10-Q of the Company's fiscal quarter
ended June 30, 2010, File No. 000-19364]
2007 Stock Incentive Plan Performance Cash Award Agreement dated March 3, 2009 [incorporated by
reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 4, 2009, File No.
000-19364]
2007 Stock Incentive Plan Performance Cash Award Agreement dated May 25, 2011 [incorporated by
reference to Exhibit 10.3 to Form 10-Q of the Company's fiscal quarter ended June 30, 2011, File No.
000-19364]
Form of Non-Qualified Stock Option Agreement under the Company's 2007 Stock Incentive Plan
[incorporated by reference to Exhibit 10.2 to Form 10-Q of the Company's fiscal quarter ended March
31, 2012, File No. 000-19364]
Form of Restricted Stock Unit Award Agreement under the Company's 2007 Stock Incentive Plan
[incorporated by reference to Exhibit 10.3 to Form 10-Q of the Company's fiscal quarter ended March
31, 2012, File No. 000-19364]
83
10.44
10.45
10.46
10.47
10.48
10.49
10.50
10.51
10.52
10.53
10.54
2007 Stock Incentive Plan Performance Cash Award Agreement dated January 18, 2012 [incorporated
by reference to Exhibit 10.4 to Form 10-Q of the Company's fiscal quarter ended March 31, 2012, File
No. 000-19364]
Form of Non-Qualified Stock Option Agreement under the Company's 2007 Stock Incentive
Plan [incorporated by reference to Exhibit 10.28 to Form 10-K of the Company's fiscal year ended
December 31, 2012, File No. 000-19364]
Form of Restricted Stock Unit Award Agreement under the Company's 2007 Stock Incentive
Plan [incorporated by reference to Exhibit 10.29 to Form 10-K of the Company's fiscal year ended
December 31, 2012, File No. 000-19364]
2007 Stock Incentive Plan Performance Cash Award Agreement dated February 28, 2013
[incorporated by reference to Exhibit 10.30 to Form 10-K of the Company's fiscal year ended
December 31, 2012, File No. 000-19364]
2007 Stock Incentive Plan Performance Cash Award Agreement for Peter Choueiri dated February 28,
2013 [incorporated by reference to Exhibit 10.31 to Form 10-K of the Company's fiscal year ended
December 31, 2012, File No. 000-19364]
Form of Non-Qualified Stock Option Award Agreement (for Executive Officers) under the Company's
2014 Stock Incentive Plan [incorporated by reference to Exhibit 10.4 to Form 10-Q of the Company's
fiscal quarter ended June 30, 2014, File No. 000-19364]
Form of Restricted Stock Unit Award Agreement (for Executive Officers) under the Company's 2014
Stock Incentive Plan [incorporated by reference to Exhibit 10.5 to Form 10-Q of the Company's fiscal
quarter ended June 30, 2014, File No. 000-19364]
Form of Performance Share Unit Award Agreement (for Executive Officers) under the Company's 2014
Stock Incentive Plan [incorporated by reference to Exhibit 10.6 to Form 10-Q of the Company's fiscal
quarter ended June 30, 2014, File No. 000-19364]
Form of Performance Cash Award Agreement (for Executive Officers) under the Company's 2014
Stock Incentive Plan [incorporated by reference to Exhibit 10.7 to Form 10-Q of the Company's fiscal
quarter ended June 30, 2014, File No. 000-19364]
Form of Non-Qualified Stock Option Award Agreement (for Directors) under the Company's 2014 Stock
Incentive Plan [incorporated by reference to Exhibit 10.8 to Form 10-Q of the Company's fiscal quarter
ended June 30, 2014, File No. 000-19364]
Form of Restricted Stock Unit Award Agreement (for Directors) under the Company's 2014 Stock
Incentive Plan [incorporated by reference to Exhibit 10.9 to Form 10-Q of the Company's fiscal quarter
ended June 30, 2014, File No. 000-19364]
84
16.1
21
23.1
23.2
31.1
31.2
32
Letter from Ernst & Young LLP to the Securities and Exchange Commission, dated July 2, 2014
[incorporated by reference to Exhibit 16.1 to the Company's Current Report on Form 8-K dated July 2,
2014, File No. 000-19364]
Subsidiary List
Consent of PricewaterhouseCoopers LLP
Consent of Ernst & Young LLP
Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 made by Ben R. Leedle, Jr.,
Chief Executive Officer
Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 made by Alfred Lumsdaine,
Chief Financial Officer
Certification Pursuant to 18 U.S.C section 1350 as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002 made by Ben R. Leedle, Jr., Chief Executive Officer, and Alfred Lumsdaine, Chief
Financial Officer
*Portions of this Exhibit have been omitted and filed separately with the U.S. Securities and Exchange
Commission as part of an application for confidential treatment pursuant to the Securities Exchange
Act of 1934.
(b) Exhibits
Refer to Item 15(a)(3) above.
(c) Not applicable
85
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
March 13, 2015
HEALTHWAYS, INC
By:
/s/ Ben R. Leedle, Jr.
Ben R. Leedle, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
/s/ Ben R. Leedle, Jr.
Ben R. Leedle, Jr.
Chief Executive Officer and Director (Principal
Executive Officer)
Date
March 13, 2015
/s/ Alfred Lumsdaine
Chief Financial Officer (Principal Financial Officer)
March 13, 2015
Alfred Lumsdaine
/s/ Glenn Hargreaves
Glenn Hargreaves
Controller and Chief Accounting Officer (Principal Accounting
Officer)
March 13, 2015
/s/ Donato J. Tramuto
Chairman of the Board and Director
March 13, 2015
Donato J. Tramuto
/s/ William D. Novelli
Director
William D. Novelli
/s/ Conan Laughlin
Director
Conan Laughlin
/s/ John A. Wickens
Director
John A. Wickens
/s/ Mary Jane England, M.D. Director
Mary Jane England, M.D.
/s/ Alison Taunton-Rigby
Director
Alison Taunton-Rigby
/s/ Jay C. Bisgard, M.D.
Director
Jay C. Bisgard, M.D.
/s/ Bradley Karro
Director
Bradley Karro
/s/ Kevin G. Wills
Director
Kevin G. Wills
/s/ Paul Keckley
Director
Paul Keckley
86
March 13, 2015
March 13, 2015
March 13, 2015
March 13, 2015
March 13, 2015
March 13, 2015
March 13, 2015
March 13, 2015
March 13, 2015
Performance Graph
The following graph compares the total stockholder return of $100 invested on December 31, 2009 in
(a) the Company, (b) the NASDAQ U.S. Stocks Benchmark index and (c) the NASDAQ Health Care Providers
index, assuming the reinvestment of all dividends.
12/31/09
12/31/10
12/31/11
12/31/12
12/31/13
12/31/14
HWAY
Nasdaq U.S. Stocks Benchmark
Nasdaq Health Care Providers
100.0
100.0
100.0
60.9
117.5
110.5
37.4
117.9
121.5
58.3
137.3
137.5
83.7
183.3
189.8
108.4
206.1
245.2
300
200
100
0
12/31/2009
12/31/2010
12/31/2011
12/31/2012
12/31/2013
12/31/2014
The stock price performance shown on this graph is not necessarily indicative of future price performance.
Notes:
A. The lines represent annual index levels derived from compounded daily returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year end, is not a trading day, the preceding trading day is used.
D. The index level for all series was set to $100.00 on December 31, 2009.
Reconciliation of Non-GAAP
Measures to GAAP Measures (unaudited)
The following tables contain certain non-GAAP financial measures. You should not consider these financial
measures in isolation or as a substitute for financial measures determined in accordance with GAAP. The
Company believes it is useful to investors to provide disclosures of its operating results and guidance on the
same basis as that used by management.
Reconciliation of Adjusted Earnings (Loss) Per Share (EPS)
to EPS (Loss) Per Share, GAAP Basis
Adjusted EPS (loss) (1)
EPS (loss) attributable to non-cash interest charges (2)
EPS (loss) attributable to legal settlement charges (3)
EPS (loss), GAAP basis (4)
Year Ended
December 31, 2014
Year Ended
December 31, 2013
$
$
0.27
(0.12)
(0.32)
(0.16)
$
$
(0.19)
(0.05)
–––
(0.25)
(1) Adjusted EPS (loss) is a non-GAAP financial measure. The Company excludes EPS (loss) attributable to non-cash interest and legal settlement charges
from this measure because of its comparability to the Company’s historical operating results. The Company believes it is useful to investors to provide
disclosures of its operating results and guidance on the same basis as that used by management. You should not consider adjusted EPS (loss) in isolation
or as a substitute for EPS (loss) determined in accordance with accounting principles generally accepted in the United States.
(2) EPS (loss) attributable to non-cash interest charges represents the after-tax impact of the amortization of a debt discount for the years ended
December 31, 2014 and 2013.
(3) EPS (loss) attributable to legal settlement charges represents the after-tax impact of one legal settlement included in the Company’s results of operations
for the quarter ended March 31, 2014 and two legal settlements included in the Company’s results of operations for the quarter ended December 31, 2014.
(4) Figures may not add due to rounding.
continued
continued from previous page
Reconciliation of Adjusted EBITDA
to Net Loss, GAAP Basis
(in thousands)
Adjusted EBITDA (5)
Legal settlement charges (6)
Depreciation and amortization
Interest expense
Income tax benefit
Net loss, GAAP basis
Year Ended
December 31, 2014
Year Ended
December 31, 2013
$
$
78,526
(17,715)
(53,378)
(17,581)
4,587
(5,561)
$
$
54,693
–––
(52,791)
(16,079)
5,636
(8,541)
Growth
43.6%
(5) Adjusted EBITDA is a non-GAAP financial measure. The Company excludes legal settlement charges from this measure because of its com-
parability to the Company’s historical operating results. The Company believes it is useful to investors to provide disclosures of its operating
results and guidance on the same basis as that used by management. You should not consider adjusted EBITDA in isolation or as a substitute
for net loss determined in accordance with accounting principles generally accepted in the United States.
(6) Legal settlement charges represent one legal settlement included in the Company’s results of operations for the quarter ended March 31,
2014 and two legal settlements included in the Company’s results of operations for the quarter ended December 31, 2014.
Reconciliation of Adjusted EPS Guidance
to EPS Guidance, GAAP Basis
Year Ending
December 31, 2015
Adjusted EPS guidance (7)
EPS (loss) guidance attributable to non-cash interest charges (8)
EPS guidance, GAAP basis
$
$
0.35 - 0.47
(0.12)
0.23 - 0.35
(7) Adjusted EPS guidance is a non-GAAP financial measure. The Company excludes EPS (loss) guidance attributable to non-cash interest
charges from this measure because of its comparability to the Company’s historical operating results. The Company believes it is useful to
investors to provide disclosures of its operating results and guidance on the same basis as that used by management. You should not consider
adjusted EPS guidance in isolation or as a substitute for EPS guidance determined in accordance with accounting principles generally accepted
in the United States.
(8) EPS guidance attributable to non-cash interest charges consists of pre-tax charges of $7.1 million for the year ending December 31, 2015
associated with amortization of a debt discount.
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