Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 31, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Registrant Name | 'WEBMD HEALTH CORP. | ' |
Entity Central Index Key | '0001326583 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 40,502,932 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $776,098 | $991,835 |
Accounts receivable, net of allowance for doubtful accounts of $1,237 at September 30, 2013 and $1,304 at December 31, 2012 | 99,705 | 106,622 |
Prepaid expenses and other current assets | 13,836 | 13,882 |
Deferred tax assets | 9,821 | 10,328 |
Total current assets | 899,460 | 1,122,667 |
Property and equipment, net | 56,786 | 66,604 |
Goodwill | 202,104 | 202,104 |
Intangible assets, net | 14,402 | 16,105 |
Deferred tax assets | 51,247 | 56,039 |
Other assets | 22,007 | 27,106 |
TOTAL ASSETS | 1,246,006 | 1,490,625 |
Current liabilities: | ' | ' |
Accrued expenses | 58,620 | 64,256 |
Deferred revenue | 86,850 | 92,176 |
Liabilities of discontinued operations | 1,506 | 1,506 |
Total current liabilities | 146,976 | 157,938 |
Other long-term liabilities | 22,224 | 22,698 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, 50,000,000 shares authorized; no shares issued and outstanding | ' | ' |
Common stock, $0.01 par value per share, 650,000,000 shares authorized; 57,437,992 shares issued at September 30, 2013 and 62,437,992 shares issued at December 31, 2012 | 574 | 624 |
Additional paid-in capital | 9,295,336 | 9,489,099 |
Treasury stock, at cost; 12,494,726 shares at September 30, 2013 and 13,425,144 shares at December 31, 2012 | -397,127 | -453,453 |
Accumulated deficit | -8,521,977 | -8,526,281 |
Stockholders' equity | 376,806 | 509,989 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,246,006 | 1,490,625 |
2.25% Convertible Notes Due 2016 [Member] | ' | ' |
Current liabilities: | ' | ' |
Convertible notes due | 300,000 | 400,000 |
2.50% Convertible Notes Due 2018 [Member] | ' | ' |
Current liabilities: | ' | ' |
Convertible notes due | $400,000 | $400,000 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Accounts receivable, net of allowance for doubtful accounts | $1,237 | $1,304 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 650,000,000 | 650,000,000 |
Common stock, shares issued | 57,437,992 | 62,437,992 |
Treasury stock, at cost | 12,494,726 | 13,425,144 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $130,937 | $117,513 | $369,016 | $337,128 |
Cost of operations | 53,438 | 53,295 | 151,977 | 161,009 |
Sales and marketing | 32,561 | 33,136 | 94,916 | 95,061 |
General and administrative | 22,689 | 23,083 | 70,505 | 73,851 |
Depreciation and amortization | 6,552 | 6,508 | 20,040 | 20,151 |
Interest income | 16 | 19 | 54 | 64 |
Interest expense | 5,833 | 5,832 | 17,497 | 17,500 |
Gain on investments | ' | ' | ' | 8,074 |
Loss on convertible notes | 3,296 | ' | 3,296 | ' |
Other expense | ' | ' | 1,353 | 2,297 |
Income (loss) from continuing operations before income tax provision (benefit) | 6,584 | -4,322 | 9,486 | -24,603 |
Income tax provision (benefit) | 3,353 | -1,202 | 5,182 | -7,604 |
Income (loss) from continuing operations | 3,231 | -3,120 | 4,304 | -16,999 |
Income from discontinued operations, net of a tax provision of $1,442 and $555 for the three and nine months ended September 30, 2012 | ' | 2,235 | ' | 2,743 |
Net income (loss) | $3,231 | ($885) | $4,304 | ($14,256) |
Basic income (loss) per common share: | ' | ' | ' | ' |
Income (loss) from continuing operations | $0.07 | ($0.06) | $0.09 | ($0.33) |
Income from discontinued operations | ' | $0.04 | ' | $0.05 |
Net income (loss) | $0.07 | ($0.02) | $0.09 | ($0.28) |
Diluted income (loss) per common share: | ' | ' | ' | ' |
Income (loss) from continuing operations | $0.06 | ($0.06) | $0.09 | ($0.33) |
Income from discontinued operations | ' | $0.04 | ' | $0.05 |
Net income (loss) | $0.06 | ($0.02) | $0.09 | ($0.28) |
Weighted-average shares outstanding used in computing per share amounts: | ' | ' | ' | ' |
Basic | 48,540 | 49,021 | 48,954 | 51,468 |
Diluted | 50,594 | 49,021 | 50,315 | 51,468 |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Income from discontinued operations, tax provision benefit | $0 | $1,442 | $0 | $555 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | $4,304 | ($14,256) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' |
Income from discontinued operations, net of tax | ' | -2,743 |
Depreciation and amortization | 20,040 | 20,151 |
Non-cash interest, net | 3,245 | 3,244 |
Non-cash stock-based compensation | 30,632 | 35,893 |
Deferred income taxes | 4,592 | -7,702 |
Loss on convertible notes | 3,296 | ' |
Gain on investments | ' | -8,074 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 6,917 | 26,325 |
Prepaid expenses and other, net | -100 | -2,529 |
Accrued expenses and other long-term liabilities | -5,689 | -1,760 |
Deferred revenue | -5,326 | -4,517 |
Net cash provided by continuing operations | 61,911 | 44,032 |
Net cash provided by discontinued operations | ' | 759 |
Net cash provided by operating activities | 61,911 | 44,791 |
Cash flows from investing activities: | ' | ' |
Proceeds received from ARS option | ' | 9,269 |
Purchases of property and equipment | -9,901 | -29,039 |
Proceeds from sale of property and equipment | 1,381 | ' |
Net cash used in investing activities | -8,520 | -19,770 |
Cash flows from financing activities: | ' | ' |
Proceeds from exercise of stock options | 19,482 | 827 |
Cash used for withholding taxes due on stock-based awards | -7,321 | -2,332 |
Repurchase of convertible notes | -101,750 | ' |
Repurchases of shares through tender offers | -170,516 | -150,759 |
Purchases of treasury stock | -9,023 | -24,879 |
Excess tax benefit on stock-based awards | ' | 301 |
Net cash used in financing activities | -269,128 | -176,842 |
Net decrease in cash and cash equivalents | -215,737 | -151,821 |
Cash and cash equivalents at beginning of period | 991,835 | 1,121,217 |
Cash and cash equivalents at end of period | $776,098 | $969,396 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||
1. Summary of Significant Accounting Policies | |||||||||||||||||
Background | |||||||||||||||||
WebMD Health Corp. (the “Company” or “WebMD”) is a Delaware corporation that was incorporated on May 3, 2005. The Company completed an initial public offering on September 28, 2005. The Company’s Common Stock trades under the symbol “WBMD” on the Nasdaq Global Select Market. From the completion of the initial public offering through the completion of the Company’s merger with HLTH Corporation (“HLTH”) on October 23, 2009 (the “Merger”), the Company was more than 80% owned by HLTH. On October 23, 2009, the Merger was completed, with HLTH merging into WebMD and WebMD continuing as the surviving corporation. | |||||||||||||||||
The Company provides health information services to consumers, physicians and other healthcare professionals, employers and health plans through its public and private online portals, mobile platforms and health-focused publications. The WebMD Health Network includes: www.WebMD.com, the Company’s primary public portal for consumers and related mobile services; www.Medscape.com, the Company’s primary public portal for physicians and other healthcare professionals and related mobile services; and other sites through which the Company provides branded content. WebMD’s services for consumers enable them to obtain information on health and wellness topics or on a particular disease or condition, to assess their personal health status, to use online trackers, tools and quizzes, to locate physicians, to receive periodic e-mailed newsletters and alerts on topics of individual interest, and to participate in online communities with peers and experts. WebMD’s services for physicians and healthcare professionals make it easier for them to access clinical reference sources, stay abreast of the latest clinical information, learn about new treatment options, earn continuing medical education (“CME”) credit and communicate with peers. The Company does not charge any usage, membership or download fees for access to its public portals or mobile platforms. WebMD generates revenue from its public portals and mobile platforms primarily through the sale of various types of advertising and sponsorship programs to its clients, which include: pharmaceutical, biotechnology and medical device companies; healthcare services companies; consumer products companies whose products relate to health, wellness, diet, fitness, lifestyle, safety and illness prevention; and various other businesses, organizations and governmental entities. Advertisers and sponsors use WebMD’s services to reach, educate and inform target audiences of consumers, physicians and other healthcare professionals. The Company also generates revenue from advertising sold in WebMD Magazine, a consumer magazine distributed to physician office waiting rooms. In addition, the Company generates revenue from the sale of certain information products. WebMD’s private portals enable employers and health plans to provide their employees and members with access to personalized health and benefit information and decision-support tools that help them to make more informed benefit, treatment and provider decisions and motivate them to make healthier lifestyle choices. The Company also provides health and condition management programs for use by its private portals clients’ employees and members to help them achieve their wellness goals. In addition, WebMD offers clients telephonic, online and onsite health coaching services for their employees and members. The Company generates revenue from its private portals through the licensing of its technology and content to employers and health plans, either directly or through its distributors. WebMD offers its health coaching services and its health and condition management programs on a per participant basis. | |||||||||||||||||
Interim Financial Statements | |||||||||||||||||
The unaudited consolidated financial statements of the Company have been prepared by management and reflect all adjustments (consisting of only normal recurring adjustments) that, in the opinion of management, are necessary for a fair presentation of the interim periods presented. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the operating results to be expected for any subsequent period or for the entire year ending December 31, 2013. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted under the Securities and Exchange Commission’s rules and regulations. | |||||||||||||||||
The unaudited consolidated financial statements and notes included herein should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2012, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. | |||||||||||||||||
Seasonality | |||||||||||||||||
The timing of the Company’s revenue is affected by seasonal factors. The Company’s public portal advertising and sponsorship revenue is seasonal, primarily due to the annual spending patterns of the advertising and sponsorship clients of the Company’s public portals. This portion of the Company’s revenue is usually the lowest in the first quarter of each calendar year, and generally increases during each consecutive quarter throughout the year. The timing of revenue in relation to the Company’s expenses, many of which do not vary directly with revenue, has an impact on cost of operations, sales and marketing, and general and administrative expenses as a percentage of revenue in each calendar quarter. | |||||||||||||||||
Accounting Estimates | |||||||||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the Consolidated Financial Statements. Significant estimates and assumptions by management affect the allowance for doubtful accounts, the carrying value of long-lived assets (including goodwill and intangible assets), the amortization period of long-lived assets (excluding goodwill and indefinite-lived intangible assets), the carrying value, capitalization and amortization of software and Website development costs, the carrying value of investments, the provision for income taxes and related deferred tax accounts, certain accrued liabilities, revenue recognition, contingencies, litigation and related legal accruals and the value attributed to employee stock options and other stock-based awards. | |||||||||||||||||
Presentation of Segment Information | |||||||||||||||||
The Company generates its revenue through its public and private portals. Discrete financial information related to a measure of profit or loss for these two revenue streams is not available as they leverage many common expenses, and the Company does not separately allocate these common expenses in assessing the performance of its business. Accordingly, the Company views its business as one reportable operating segment. | |||||||||||||||||
The following table presents the revenues recognized related to the Company’s public portals and private portals during the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Public portal revenues | $ | 109,608 | $ | 97,562 | $ | 308,829 | $ | 279,082 | |||||||||
Private portal revenues | 21,329 | 19,951 | 60,187 | 58,046 | |||||||||||||
$ | 130,937 | $ | 117,513 | $ | 369,016 | $ | 337,128 | ||||||||||
Loss Contingencies | |||||||||||||||||
The Company accounts for loss contingencies in accordance with FASB ASC No. 450, “Contingencies.” Under ASC No. 450, accruals for loss contingencies are recorded when both (i) the information available indicates that it is probable that a liability has been incurred and (ii) the amount of the loss can be reasonably estimated. The Company records adjustments to these accruals to reflect the status of negotiations, settlements, advice of counsel and other information and events related to an individual matter. | |||||||||||||||||
Net Income (Loss) Per Common Share | |||||||||||||||||
Basic income (loss) per common share has been computed using the weighted-average number of shares of Common Stock outstanding during the periods presented. Diluted income (loss) per common share has been computed using the weighted-average number of shares of Common Stock outstanding during the periods, increased to give effect to potentially dilutive securities and assumes that any dilutive convertible notes were converted, only in the periods in which such effect is dilutive (shares in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Income (loss) from continuing operations — Basic and Diluted | $ | 3,231 | $ | (3,120 | ) | $ | 4,304 | $ | (16,999 | ) | |||||||
Income from discontinued operations, net of tax — Basic and Diluted | $ | — | $ | 2,235 | $ | — | $ | 2,743 | |||||||||
Denominator: | |||||||||||||||||
Weighted-average shares — Basic | 48,540 | 49,021 | 48,954 | 51,468 | |||||||||||||
Employee stock options and restricted stock | 2,054 | — | 1,361 | — | |||||||||||||
Adjusted weighted-average shares after assumed conversions — Diluted | 50,594 | 49,021 | 50,315 | 51,468 | |||||||||||||
Basic income (loss) per common share: | |||||||||||||||||
Income (loss) from continuing operations | $ | 0.07 | $ | (0.06 | ) | $ | 0.09 | $ | (0.33 | ) | |||||||
Income from discontinued operations | — | 0.04 | — | 0.05 | |||||||||||||
Net income (loss) | $ | 0.07 | $ | (0.02 | ) | $ | 0.09 | $ | (0.28 | ) | |||||||
Diluted income (loss) per common share: | |||||||||||||||||
Income (loss) from continuing operations | $ | 0.06 | $ | (0.06 | ) | $ | 0.09 | $ | (0.33 | ) | |||||||
Income from discontinued operations | — | 0.04 | — | 0.05 | |||||||||||||
Net income (loss) | $ | 0.06 | $ | (0.02 | ) | $ | 0.09 | $ | (0.28 | ) | |||||||
The Company has excluded its convertible notes, as well as certain outstanding stock options and restricted stock, from the calculation of diluted income (loss) per common share during the periods in which such securities were anti-dilutive. The following table presents the total weighted average number of potentially dilutive common shares that were excluded from the computation of diluted income (loss) per common share during the periods presented (shares in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Options and restricted stock | 4,434 | 12,628 | 6,800 | 11,914 | |||||||||||||
Convertible notes | 11,639 | 11,629 | 11,632 | 11,576 | |||||||||||||
16,073 | 24,257 | 18,432 | 23,490 | ||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In July 2012, the Financial Accounting Standards Board (the “FASB”) issued an update to the existing guidance for impairment testing of indefinite-lived intangible assets, other than goodwill, similar to previously issued guidance for impairment testing of goodwill. The update simplifies how a company tests indefinite-lived intangible assets for impairment by allowing both public and nonpublic entities an option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of an indefinite-lived intangible asset is impaired. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the existing two-step quantitative impairment test, otherwise no further analysis is required. An entity may also elect not to perform the qualitative assessment and proceed directly to the two-step quantitative impairment test. The amendment is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, which for the Company was the first quarter of 2013. The adoption of this amendment did not have an impact on the Company’s financial condition, results of operations or cash flows. | |||||||||||||||||
In July 2013, the FASB issued an update to existing guidance on the financial presentation of unrecognized tax benefits. The update provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, which for the Company will be the first quarter of 2014. The adoption of this update is expected to have no impact on the Company’s financial condition, results of operations or cash flows. | |||||||||||||||||
Discontinued_Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2013 | |
Discontinued Operations And Disposal Groups [Abstract] | ' |
Discontinued Operations | ' |
2. Discontinued Operations | |
EPS | |
On September 14, 2006, the Company completed the sale of Emdeon Practice Services, Inc. (together with its subsidiaries, “EPS”) to Sage Software, Inc., an indirect wholly owned subsidiary of The Sage Group plc (the “EPS Sale”). The Company had certain indemnity obligations to advance amounts for reasonable defense costs for initially ten, and later four, former officers and directors of EPS (the “EPS Indemnification Obligations”) who were indicted in connection with an investigation by the United States Attorney for the District of South Carolina (the “Investigation”) that began in 2003 and concluded in July 2011. The Investigation related principally to issues of financial accounting improprieties relating to Medical Manager Corporation, a predecessor of HLTH (by its merger into HLTH in September 2000), and more specifically, HLTH’s former Medical Manager Health Systems, Inc. subsidiary. Medical Manager Health Systems was a predecessor to EPS. | |
During the three and nine months ended September 30, 2012, the Company recognized an after-tax gain of $2,235 related to the receipt of approximately $3,600 in relation to the Investigation. These funds represented a reimbursement to the Company related to recoveries by the Unites States Department of Justice from former employees of EPS who pleaded guilty to the matters described above. None of the former employees who pleaded guilty were employees for whom the Company provided indemnification in connection with the Investigation. | |
Also included in income from discontinued operations during the nine months ended September 30, 2012 is a gain of $508 related to a state tax refund that the Company received in connection with the finalization of a state tax appeal related to the EPS Sale. | |
Convertible_Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
Convertible Notes | ' |
3. Convertible Notes | |
2.50% Convertible Notes due 2018 | |
On January 11, 2011, the Company issued $400,000 aggregate principal amount of its 2.50% Convertible Notes due 2018 (the “2.50% Notes”) in a private offering. Unless previously converted, the 2.50% Notes will mature on January 31, 2018. Net proceeds from the sale of the 2.50% Notes were approximately $387,345, after deducting the related offering expenses, of which approximately $100,000 was used to repurchase 1,920,490 shares of the Company’s Common Stock at a price of $52.07 per share, the last reported sale price of the Company’s Common Stock on January 5, 2011, which repurchase settled on January 11, 2011. Interest on the 2.50% Notes is payable semi-annually on January 31 and July 31 of each year, commencing July 31, 2011. Under the terms of the 2.50% Notes, holders were able to surrender their 2.50% Notes for conversion into the Company’s Common Stock at an initial conversion rate of 15.1220 shares of Common Stock per thousand dollars principal amount of the 2.50% Notes. This was equivalent to an initial conversion price of approximately $66.13 per share of Common Stock. In the aggregate, the 2.50% Notes were convertible into 6,048,800 shares of the Company’s Common Stock. | |
Effective April 4, 2012, after giving effect to an adjustment resulting from a tender offer for the Company’s Common Stock that the Company completed on April 3, 2012 (see Note 5 for additional discussion), the conversion rate was adjusted to 15.3223 shares of Common Stock per thousand dollars principal amount of the 2.50% Notes. This was equivalent to an adjusted conversion price of approximately $65.26 per share of Common Stock. In the aggregate, the 2.50% Notes were convertible into 6,128,920 shares of Common Stock following the April 4, 2012 adjustment. Effective September 11, 2013, after giving effect to an adjustment resulting from a tender offer for the Company’s Common Stock that the Company completed on September 10, 2013 (see Note 5 for additional discussion), the conversion rate was adjusted to 15.4764 shares of Common Stock per thousand dollars principal amount of the 2.50% Notes. This is equivalent to an adjusted conversion price of approximately $64.61 per share of Common Stock. In the aggregate, the 2.50% Notes are convertible into 6,190,560 shares of Common Stock following the September 11, 2013 adjustment. | |
Under the terms of the 2.50% Notes, if the Company undergoes certain change of control transactions prior to the maturity date of the 2.50% Notes, holders of the 2.50% Notes will have the right, at their option, to require the Company to repurchase some or all of their 2.50% Notes at a repurchase price equal to 100% of the principal amount of the 2.50% Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. At the Company’s option, and to the extent permitted by the applicable rules of the Nasdaq Global Select Market (or the applicable rules of such other exchange on which the Company’s Common Stock may be listed), instead of paying the repurchase price in cash, the Company may pay the repurchase price in shares of its Common Stock or a combination of cash and shares of its Common Stock. However, in the case of certain change of control transactions in which the Company is acquired by a public company, the Company may elect to provide for conversion of the 2.50% Notes into acquirer common stock, in which case the repurchase option would not apply. | |
2.25% Convertible Notes due 2016 | |
On March 14, 2011, the Company issued $400,000 aggregate principal amount of its 2.25% Convertible Notes due 2016 (the “2.25% Notes”) in a private offering. Unless previously converted, the 2.25% Notes will mature on March 31, 2016. Net proceeds from the sale of the 2.25% Notes were approximately $387,400, after deducting the related offering expenses, of which approximately $50,000 was used to repurchase 868,507 shares of the Company’s Common Stock at a price of $57.57 per share, the last reported sale price of the Company’s Common Stock on March 8, 2011, which repurchase settled on March 14, 2011. Interest on the 2.25% Notes is payable semi-annually on March 31 and September 30 of each year, commencing September 30, 2011. Under the terms of the 2.25% Notes, holders were able to surrender their 2.25% Notes for conversion into the Company’s Common Stock at an initial conversion rate of 13.5704 shares of Common Stock per thousand dollars principal amount of the 2.25% Notes. This was equivalent to an initial conversion price of approximately $73.69 per share of Common Stock. In the aggregate, the 2.25% Notes were convertible into 5,428,160 shares of the Company’s Common Stock. | |
Effective April 4, 2012, after giving effect to an adjustment resulting from a tender offer for the Company’s Common Stock that the Company completed on April 3, 2012 (see Note 5 for additional discussion), the conversion rate was adjusted to 13.7502 shares of Common Stock per thousand dollars principal amount of the 2.25% Notes. This was equivalent to an adjusted conversion price of approximately $72.73 per share of Common Stock. In the aggregate, the 2.25% Notes were convertible into 5,500,080 shares of Common Stock following the April 4, 2012 adjustment. Effective September 11, 2013, after giving effect to an adjustment resulting from a tender offer for the Company’s Common Stock that the Company completed on September 10, 2013 (see Note 5 for additional discussion), the conversion rate was adjusted to 13.8884 shares of Common Stock per thousand dollars principal amount of the 2.25% Notes. This is equivalent to an adjusted conversion price of approximately $72.00 per share of Common Stock. In the aggregate, the 2.25% Notes were convertible into 5,555,360 shares of Common Stock following the September 11, 2013 adjustment. | |
On September 30, 2013, the Company repurchased $100,000 principal amount of its 2.25% Notes for $101,750 in cash in a privately negotiated transaction. During the three and nine months ended September 30, 2013, the Company recognized a pre-tax loss of $3,296 related to the repurchase, which is reflected within loss on convertible notes in the accompanying consolidated statement of operations. The loss includes the expensing of the remaining deferred issuance costs outstanding related to the repurchased notes. As of September 30, 2013, the remaining principal amount of the 2.25% Notes outstanding was $300,000 which, in the aggregate, is convertible into 4,166,520 shares of Common Stock. As discussed in Note 11 below, during October 2013, the Company repurchased $47,768 principal amount of its 2.25% Notes for $48,604 in cash in the open market. After the October 2013 repurchases, the remaining principal amount of the 2.25% Notes outstanding was $252,232, which, in the aggregate, is convertible into 3,503,099 shares of Common Stock. | |
Under the terms of the 2.25% Notes, if the Company undergoes certain change of control transactions prior to the maturity date of the 2.25% Notes, holders of the 2.25% Notes will have the right, at their option, to require the Company to repurchase some or all of their 2.25% Notes at a repurchase price equal to 100% of the principal amount of the 2.25% Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. At the Company’s option, and to the extent permitted by the applicable rules of the Nasdaq Global Select Market (or the applicable rules of such other exchange on which the Company’s Common Stock may be listed), instead of paying the repurchase price in cash, the Company may pay the repurchase price in shares of its Common Stock or a combination of cash and shares of its Common Stock. However, in the case of certain change of control transactions in which the Company is acquired by a public company, the Company may elect to provide for conversion of the 2.25% Notes into acquirer common stock, in which case the repurchase option would not apply. | |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||||||||||||
4. Fair Value of Financial Instruments | |||||||||||||||||||||||||||
The Company accounts for certain assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, the Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: | |||||||||||||||||||||||||||
Level 1: | Observable inputs such as quoted market prices in active markets for identical assets or liabilities. | ||||||||||||||||||||||||||
Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data. | ||||||||||||||||||||||||||
Level 3: | Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. | ||||||||||||||||||||||||||
The Company did not have any Level 2 assets during the periods presented. The following table sets forth the Company’s Level 1 financial assets that were measured and recorded at fair value on a recurring basis as of September 30, 2013 and December 31, 2012: | |||||||||||||||||||||||||||
Fair Value | September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||||
Estimate Using: | Amortized | Fair | Gross | Amortized | Fair | Gross | |||||||||||||||||||||
Cost | Value | Unrealized | Cost | Value | Unrealized | ||||||||||||||||||||||
Basis | Gains | Basis | Gains | ||||||||||||||||||||||||
Cash and cash equivalents | Level 1 | $ | 776,098 | $ | 776,098 | $ | — | $ | 991,835 | $ | 991,835 | $ | — | ||||||||||||||
The following table reconciles the beginning and ending balances of the Company’s Level 3 assets, which consisted of the ARS Option: | |||||||||||||||||||||||||||
Nine Months Ended | |||||||||||||||||||||||||||
September 30, 2012 | |||||||||||||||||||||||||||
Fair value as of the beginning of the period | $ | 1,195 | |||||||||||||||||||||||||
Cash proceeds received | (9,269 | ) | |||||||||||||||||||||||||
Gain included in earnings | 8,074 | ||||||||||||||||||||||||||
Fair value as of the end of the period | $ | — | |||||||||||||||||||||||||
Through April 20, 2010, the Company held investments in auction rate securities (“ARS”) which had been classified as Level 3 assets. The types of ARS holdings the Company owned were backed by student loans, 97% guaranteed under the Federal Family Education Loan Program (FFELP), and had credit ratings of AAA or Aaa when purchased. Historically, the fair value of the Company’s ARS holdings approximated par value due to the frequent auction periods, generally every 7 to 28 days, which provided liquidity to these investments. However, since February 2008, substantially all auctions involving these securities have been unsuccessful. | |||||||||||||||||||||||||||
Effective April 20, 2010, the Company entered into an agreement pursuant to which the Company sold all of its holdings of ARS for an aggregate of $286,399. Under the terms of the agreement, the Company retained an option (the “ARS Option”), for a period of two years from the date of the agreement: (a) to repurchase from the purchaser the same principal amount of any or all of the various series of ARS sold, at the agreed upon purchase prices received on April 20, 2010; and (b) to receive additional proceeds from the purchaser upon certain redemptions of the various series of ARS sold. From April 20, 2010 until March 31, 2012, the ARS Option was classified as a Level 3 asset as its valuation required substantial judgment. The historical redemption activity of the specific ARS underlying the ARS Option was the most significant assumption used to determine the estimated value of the ARS Option. The Company was required to reassess the value of the ARS Option at each reporting period and changes in value were recorded within the statement of operations. The Company recognized a gain of $8,074 and received cash proceeds of $9,269 during the three months ended March 31, 2012. In the aggregate, the Company received total cash proceeds of $41,302 through the ARS Option during the period from April 20, 2010 through March 31, 2012. As of March 31, 2012, the Company no longer had any remaining positions related to the ARS Option. | |||||||||||||||||||||||||||
The Company also holds an investment in a privately held company which is carried at cost, and not subject to fair value measurements. However, if events or circumstances indicate that its carrying amount may not be recoverable, it would be reviewed for impairment. The total amount of this investment is $6,471 and it is included in other assets on the accompanying consolidated balance sheets. | |||||||||||||||||||||||||||
For disclosure purposes, the Company is required to measure the outstanding value of its debt on a recurring basis. The following table presents the carrying value and estimated fair value (based on Level 1 market price data) of the Company’s convertible notes that were carried at historical cost as of September 30, 2013 and December 31, 2012: | |||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||||
2.25% Notes | $ | 300,000 | $ | 305,250 | $ | 400,000 | $ | 374,000 | |||||||||||||||||||
2.50% Notes | 400,000 | 379,000 | 400,000 | 351,000 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
Equity | ' |
5. Equity | |
Stock Repurchase Program | |
In August 2011, the Board of Directors established a stock repurchase program (the “Program”) through which the Company was authorized to use up to $75,000 to purchase shares of WebMD Common Stock, from time to time, in the open market through block trades or in private transactions, depending on market conditions and other factors. During October 2011, the Company’s Board of Directors authorized a $75,000 increase to the Program. During the three and nine months ended September 30, 2013, the Company repurchased 267,615 shares and 312,781 shares, respectively, at an aggregate cost of $7,742 and $8,454, respectively, under the Program. During the three and nine months ended September 30, 2012, the Company repurchased 116,770 shares and 1,174,914 shares, respectively, at an aggregate cost of $1,678 and $24,879, respectively, under the Program. Also during the three months ended March 31, 2013, the Company paid cash of $569 related to the repurchase of 39,857 shares in 2012, that settled in 2013. As of September 30, 2013, $53,719 remained available for repurchases under the Program. Repurchased shares under the Program are recorded under the cost method and are reflected as treasury stock in the accompanying consolidated balance sheets. | |
Tender Offers | |
On September 10, 2013, the Company completed a tender offer (the “2013 Tender Offer”) through which it repurchased 5,000,000 shares of its Common Stock at a price of $34.00 per share for total consideration of $170,516, which includes $516 of costs directly attributable to the purchase. The shares repurchased through the 2013 Tender Offer were cancelled and retired. On April 3, 2012, the Company completed a tender offer (the “2012 Tender Offer”) through which it repurchased 5,769,230 shares of its Common Stock at a price of $26.00 per share for total consideration of $150,759, which includes $759 of costs directly attributable to the purchase. The shares repurchased through the 2012 Tender Offer are reflected as treasury stock in the accompanying consolidated balance sheets. | |
Shareholder Rights Agreement | |
On August 1, 2013, the Company entered into a Second Amendment to the Rights Agreement, dated as of November 2, 2011, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent. Pursuant to the Second Amendment, the final expiration date of the Rights Agreement occurred on August 1, 2013, which terminated the Rights Agreement and caused the Rights issued to WebMD stockholders pursuant to the Rights Agreement to expire at the close of business on that date. | |
Intangible_Assets
Intangible Assets | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Intangible Assets | ' | ||||||||||||||||||||||||||||||||
6. Intangible Assets | |||||||||||||||||||||||||||||||||
Intangible assets consist of the following: | |||||||||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||||
Gross | Accumulated | Net | Weighted | Gross | Accumulated | Net | Weighted | ||||||||||||||||||||||||||
Carrying | Amortization | Average | Carrying | Amortization | Average | ||||||||||||||||||||||||||||
Amount | Remaining | Amount | Remaining | ||||||||||||||||||||||||||||||
Useful Life(a) | Useful Life(a) | ||||||||||||||||||||||||||||||||
Content | $ | 15,954 | $ | (15,954 | ) | $ | — | — | $ | 15,954 | $ | (15,954 | ) | $ | — | — | |||||||||||||||||
Customer relationships | 34,057 | (24,512 | ) | 9,545 | 4.8 | 34,057 | (22,943 | ) | 11,114 | 5.5 | |||||||||||||||||||||||
Technology and patents | 14,700 | (14,700 | ) | — | — | 14,700 | (14,700 | ) | — | — | |||||||||||||||||||||||
Trade names-definite lives | 2,530 | (2,137 | ) | 393 | 2.2 | 2,530 | (2,003 | ) | 527 | 3 | |||||||||||||||||||||||
Trade names-indefinite lives | 4,464 | — | 4,464 | n/a | 4,464 | — | 4,464 | n/a | |||||||||||||||||||||||||
Total | $ | 71,705 | $ | (57,303 | ) | $ | 14,402 | $ | 71,705 | $ | (55,600 | ) | $ | 16,105 | |||||||||||||||||||
(a) | The calculation of the weighted average remaining useful life is based on the net book value and the remaining amortization period of each respective intangible asset. | ||||||||||||||||||||||||||||||||
Amortization expense was $568 and $1,703 during the three and nine months ended September 30, 2013, respectively, and $657 and $1,970 during the three and nine months ended September 30, 2012, respectively. Aggregate amortization expense for intangible assets is estimated to be: | |||||||||||||||||||||||||||||||||
Year Ending December 31: | |||||||||||||||||||||||||||||||||
2013 (October 1st to December 31st) | $ | 568 | |||||||||||||||||||||||||||||||
2014 | $ | 2,271 | |||||||||||||||||||||||||||||||
2015 | $ | 2,260 | |||||||||||||||||||||||||||||||
2016 | $ | 2,059 | |||||||||||||||||||||||||||||||
2017 | $ | 1,513 | |||||||||||||||||||||||||||||||
Thereafter | $ | 1,267 |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
7. Commitments and Contingencies | |
Legal Proceedings and Other Matters | |
National Jewish Health v. WebMD Health Services Group, Inc. and WebMD Health Corp. | |
On October 25, 2012, National Jewish Health, a Colorado non-profit corporation, filed a complaint against the Company in United States District Court for the District of Colorado alleging copyright infringement, misappropriation of trade secrets, tortious interference with prospective business relations, and breach of contract. The allegations relate to a condition management program of the Company’s private portals. The complaint seeks injunctive relief, as well as damages of $8,000 to $10,000. The Court issued a Scheduling Order on February 11, 2013 and the parties completed fact discovery on August 9, 2013, although the Plaintiff has filed a motion seeking to extend the discovery period that is being opposed by the Company. Such motion is pending. On November 6, 2013, the Court denied the Company’s motion to strike the disclosure of a new witness by Plaintiff after the close of discovery and has ordered a limited extension of discovery for the sole purpose of allowing both parties to depose such witness. The Company believes the Plaintiff’s claims are without merit and intends to vigorously defend against them. The Company is unable to predict the outcome of this action or to reasonably estimate the possible loss or range of loss, if any, arising from the claims asserted therein. | |
MyMedicalRecords, Inc. v. WebMD Health Corp. and WebMD Health Services, Corp. | |
On February 13, 2013, MyMedicalRecords, Inc. filed an action against the Company in the United States District Court in the Central District of California. The complaint alleged that the personal health record tool sold by WebMD Health Services Group, Inc. infringes U.S. Patent No. 8,301,466 issued on October 30, 2012. The complaint sought injunctive relief, as well as damages in unspecified amounts. Pursuant to an agreement between the parties, MyMedicalRecords dismissed the complaint without prejudice in order to enable the parties to try to resolve the matter without the timing constraints of the litigation. The parties were unable to resolve the matter and, on October 2, 2013, MyMedicalRecords filed a new complaint against the Company alleging infringement of U.S. Patent No. 8,301,466 as well as U.S. Patent No. 8,498,883 issued on July 30, 2013. Plaintiff is seeking unspecified damages and an injunction with respect to certain products offered by the Company. Based on a review of the allegations set forth in the new complaint, the Company believes that the Plaintiff’s claims are without merit. The Company is unable to predict the outcome of this action or to reasonably estimate the possible loss or range of loss, if any, arising from the claims asserted therein. | |
Coverage Dispute with Stop Loss Carrier for Health Benefit Plan | |
The Company sponsors and maintains a self-insured group health and prescription benefit plan (the “Health Plan”) for its eligible employees and their dependents. The Company purchases stop loss insurance coverage to reimburse the Company for claims that exceed certain individual and/or aggregate claim amounts under the Health Plan. On May 7, 2013, the Company was advised that the former stop loss carrier for the Health Plan, Everest Reinsurance Company, was attempting to deny payment for certain medical claims under the Health Plan that were pending under the stop loss policy. These claims were incurred in 2011 and 2012 and had previously been approved by Horizon Blue Cross and Blue Shield of New Jersey, the third party claims administrator for the Health Plan appointed by the Company. The stop loss carrier has also threatened to seek reimbursement for certain claims it has previously approved and paid on account of the policy. The maximum amount of claims in dispute by the stop loss carrier is approximately $4,900, of which approximately $1,965 remains unpaid by the stop loss carrier. On June 27, 2013, the Company filed an action in the Supreme Court, State of New York, seeking payment from the stop loss carrier of the $1,965 in outstanding claims. On August 14, 2013, the stop loss carrier filed an action in the Superior Court, State of New Jersey, against the Company, the claims administrator and the Company’s broker seeking recovery of approximately $2,935 paid by the stop loss carrier under the stop loss policy and seeking a declaration that the remaining $1,965 is not payable by the stop loss carrier. On August 15, 2013, the stop loss carrier filed a motion in the Supreme Court, State of New York, seeking to dismiss the complaint filed by the Company in the Supreme Court, State of New York, on forum non conveniens grounds. On October 3, 2013, the Supreme Court, State of New York, granted the Company’s motion for a temporary restraining order staying the New Jersey action until the stop loss carrier’s motion to dismiss the New York action and the Company’s cross motion to dismiss the New Jersey action are adjudicated. A preliminary injunction hearing is scheduled for November 7, 2013 in the Supreme Court, State of New York. The Company is unable to predict the outcome of this dispute or to reasonably estimate the possible loss, if any, arising from this dispute and accordingly, no provision has been recorded in the accompanying financial statements related to this matter. | |
Other Legal Proceedings | |
In the normal course of business, the Company and its subsidiaries are involved in various claims and legal proceedings. While the ultimate resolution of these matters, including those discussed in Note 7 to the Consolidated Financial Statements included in the Company’s 2012 Annual Report on Form 10-K, has yet to be determined, the Company does not believe that their outcomes will have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
8. Stock-Based Compensation | |||||||||||||||||
The Company has various stock-based compensation plans (collectively, the “Plans”) that provide for the grant of stock options, restricted stock awards, and other awards based on WebMD Common Stock. | |||||||||||||||||
The 2005 Long-Term Incentive Plan (as amended, the “2005 Plan”) is the only existing plan under which future grants can be made. The maximum number of shares of the Company’s Common Stock that may be subject to awards under the 2005 Plan was 20,075,000 as of September 30, 2013, subject to adjustment in accordance with the terms of the 2005 Plan. At the annual meeting of the Company’s stockholders held on October 31, 2013, the Company’s stockholders approved an amendment to the 2005 Plan to increase the number of shares of the Company’s Common Stock issuable under the 2005 Plan by 1,500,000 shares. The Company had an aggregate of 891,410 shares of Common Stock available for future grants under the 2005 Plan at September 30, 2013. | |||||||||||||||||
Stock Options | |||||||||||||||||
Generally, options under the Plans vest and become exercisable ratably over periods ranging from two to five years based on their individual grant dates, subject to continued employment on the applicable vesting dates, and generally expire within ten years from the date of grant. Options are granted at prices not less than the fair market value of the Company’s Common Stock on the date of grant. The following table summarizes stock option activity for the Plans: | |||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||
Average Exercise | Average | Intrinsic Value(1) | |||||||||||||||
Price Per Share | Remaining | ||||||||||||||||
Contractual | |||||||||||||||||
Life (In Years) | |||||||||||||||||
Outstanding at January 1, 2013 | 13,300,688 | $ | 26.24 | ||||||||||||||
Granted | 1,259,500 | 28 | |||||||||||||||
Exercised | (1,789,836 | ) | 21.48 | ||||||||||||||
Cancelled | (1,820,685 | ) | 27.65 | ||||||||||||||
Outstanding at September 30, 2013 | 10,949,667 | $ | 26.99 | 7 | $ | 55,853 | |||||||||||
Vested and exercisable at the end of the period | 5,237,363 | $ | 30.81 | 5.4 | $ | 13,802 | |||||||||||
-1 | The aggregate intrinsic value is based on the market price of the Company’s Common Stock on September 30, 2013, which was $28.55, less the applicable exercise price of the underlying option. This aggregate intrinsic value represents the amount that would have been realized if all the option holders had exercised their options on September 30, 2013. | ||||||||||||||||
The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model considering the assumptions noted in the following table. Expected volatility is based on implied volatility from traded options of the Company’s Common Stock combined with historical volatility of the Company’s Common Stock. The expected term represents the period of time that options are expected to be outstanding following their grant date, and was determined using historical exercise data combined with assumptions for future exercise activity. The risk-free rate is based on the U.S. Treasury yield curve for periods equal to the expected term of the options on the grant date. | |||||||||||||||||
Nine Months Ended September 30, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Expected dividend yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 0.43-0.47 | 0.42-0.45 | |||||||||||||||
Risk-free interest rate | 0.55%-1.62% | 0.52%-1.04% | |||||||||||||||
Expected term (years) | 4.5-5.1 | 4.4-5.1 | |||||||||||||||
Weighted average fair value of options granted during the period | $ | 11.50 | $ | 8.63 | |||||||||||||
On February 23, 2012, the Company’s directors and certain officers voluntarily surrendered a total of 960,600 non-qualified stock options with a weighted average exercise price of $46.85 per share. None of these individuals received any consideration or promise of consideration in exchange for the surrender of these stock options. These options were originally granted under the 2005 Plan, and therefore, upon their surrender, the shares underlying these options were returned to the 2005 Plan and became available for grant under such plan. During the three months ended March 31, 2012, the Company expensed the remaining unrecognized stock-based compensation expense of $8,076 related to these stock options. | |||||||||||||||||
Restricted Stock Awards | |||||||||||||||||
The Company’s Restricted Stock consists of shares of the Company’s Common Stock which have been awarded to employees with restrictions that cause them to be subject to substantial risk of forfeiture and restrict their sale or other transfer by the employee until they vest. Generally, the Company’s Restricted Stock awards vest ratably over periods ranging from three to five years from their individual award dates subject to continued employment on the applicable vesting dates. The following table summarizes the activity of the Company’s Restricted Stock: | |||||||||||||||||
Shares | Weighted | ||||||||||||||||
Average | |||||||||||||||||
Grant Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Balance at January 1, 2013 | 932,386 | $ | 31.69 | ||||||||||||||
Granted | 395,500 | 27.36 | |||||||||||||||
Vested | (305,327 | ) | 32.1 | ||||||||||||||
Forfeited | (133,600 | ) | 23.3 | ||||||||||||||
Balance at September 30, 2013 | 888,959 | $ | 30.88 | ||||||||||||||
Proceeds received from the exercise of options to purchase shares of the Company’s Common Stock were $9,142 and $19,482 during the three and nine months ended September 30, 2013, respectively, and $11 and $827 during the three and nine months ended September 30, 2012, respectively. Additionally, in connection with the exercise of certain stock options and the vesting of restricted stock, the Company made payments of $5,576 and $7,321 during the three and nine months ended September 30, 2013, respectively, and $374 and $2,332 during the three and nine months ended September 30, 2012, respectively, related to employee statutory withholding taxes that were satisfied by withholding shares of Common Stock of equal value from the respective employees. The proceeds and payments described above are reflected within cash flows from financing activities within the accompanying consolidated statements of cash flows. | |||||||||||||||||
The intrinsic value related to stock options that were exercised, combined with the fair value of shares of restricted stock that vested, aggregated $16,734 and $25,409 for the three and nine months ended September 30, 2013, respectively, and $1,187 and $7,399 for the three and nine months ended September 30, 2012, respectively. | |||||||||||||||||
Other | |||||||||||||||||
Each year, the Company issues shares of its Common Stock to WebMD non-employee directors with a value equal to their annual board and committee retainers. The Company recorded $93 and $281 of stock-based compensation expense for the three and nine months ended September 30, 2013, respectively, and $86 and $259 of stock-based compensation expense for the three and nine months ended September 30, 2012, respectively, in connection with these issuances. | |||||||||||||||||
Summary of Stock-Based Compensation Expense | |||||||||||||||||
The following table summarizes the components and classification of stock-based compensation expense: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Stock options | $ | 5,371 | $ | 6,179 | $ | 19,232 | $ | 25,777 | |||||||||
Restricted stock | 4,007 | 3,347 | 11,119 | 9,857 | |||||||||||||
Other | 93 | 86 | 281 | 259 | |||||||||||||
Total stock-based compensation expense | $ | 9,471 | $ | 9,612 | $ | 30,632 | $ | 35,893 | |||||||||
Included in: | |||||||||||||||||
Cost of operations | $ | 1,693 | $ | 2,046 | $ | 5,034 | $ | 6,676 | |||||||||
Sales and marketing | 2,066 | 1,932 | 6,586 | 6,397 | |||||||||||||
General and administrative | 5,712 | 5,634 | 19,012 | 22,820 | |||||||||||||
Total stock-based compensation expense | $ | 9,471 | $ | 9,612 | $ | 30,632 | $ | 35,893 | |||||||||
As of September 30, 2013, approximately $47,800 of unrecognized stock-based compensation expense related to unvested awards (net of estimated forfeitures) is expected to be recognized over a weighted-average period of approximately 2.3 years, related to the Plans. | |||||||||||||||||
Tax benefits attributable to stock-based compensation represented 39% of stock-based compensation expense for all periods presented. | |||||||||||||||||
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2013 | |
Business Combinations [Abstract] | ' |
Restructuring | ' |
9. Restructuring | |
On December 11, 2012, the Company announced a plan to streamline its operations, simplify its organizational structure, reduce costs and better focus its resources, which resulted in a reduction of the Company’s workforce. In connection with this reduction in workforce, the Company recorded a restructuring charge of $7,579 during the three months ended December 31, 2012 related to severance and other employee benefits that were provided to the terminated employees. The accrual related to this charge was $748 and $7,534 as of September 30, 2013 and December 31, 2012, respectively, and is reflected within accrued expenses in the accompanying consolidated balance sheets. The reduction in this accrual during the nine months ended September 30, 2013 was the result of payments of the severance and related employee benefits. |
Other_Expense
Other Expense | 9 Months Ended |
Sep. 30, 2013 | |
Other Income And Expenses [Abstract] | ' |
Other Expense | ' |
10. Other Expense | |
For the nine months ended September 30, 2013, other expense consisted of cash severance and related expenses due to the May 2013 departure of a Chief Executive Officer of the Company. For the nine months ended September 30, 2012, other expense included cash severance and related expenses due to the January 2012 departure of a Chief Executive Officer of the Company, and the related search and recruitment of his replacement during that period. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
11. Subsequent Events | |
Repurchase of Common Stock. On October 18, 2013, the Company entered into an agreement to repurchase 5,527,433 shares of its Common Stock from Carl C. Icahn and certain of his affiliates, at a purchase price of $32.08 per share (the NASDAQ Official Closing Price of the Company’s Common Stock on October 18, 2013) at an aggregate cost of $177,320. The repurchase was completed on October 21, 2013. This repurchase was made outside of the Company’s existing stock repurchase program discussed in Note 5 above. | |
Repurchase of 2.25% Convertible Notes due 2016. During October 2013, the Company repurchased $47,768 principal amount of its 2.25% Notes for $48,604 in cash in the open market. After the repurchases, the remaining principal amount of the 2.25% Notes outstanding was $252,232, which, in the aggregate, is convertible into 3,503,099 shares of Common Stock. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Background | ' | ||||||||||||||||
Background | |||||||||||||||||
WebMD Health Corp. (the “Company” or “WebMD”) is a Delaware corporation that was incorporated on May 3, 2005. The Company completed an initial public offering on September 28, 2005. The Company’s Common Stock trades under the symbol “WBMD” on the Nasdaq Global Select Market. From the completion of the initial public offering through the completion of the Company’s merger with HLTH Corporation (“HLTH”) on October 23, 2009 (the “Merger”), the Company was more than 80% owned by HLTH. On October 23, 2009, the Merger was completed, with HLTH merging into WebMD and WebMD continuing as the surviving corporation. | |||||||||||||||||
The Company provides health information services to consumers, physicians and other healthcare professionals, employers and health plans through its public and private online portals, mobile platforms and health-focused publications. The WebMD Health Network includes: www.WebMD.com, the Company’s primary public portal for consumers and related mobile services; www.Medscape.com, the Company’s primary public portal for physicians and other healthcare professionals and related mobile services; and other sites through which the Company provides branded content. WebMD’s services for consumers enable them to obtain information on health and wellness topics or on a particular disease or condition, to assess their personal health status, to use online trackers, tools and quizzes, to locate physicians, to receive periodic e-mailed newsletters and alerts on topics of individual interest, and to participate in online communities with peers and experts. WebMD’s services for physicians and healthcare professionals make it easier for them to access clinical reference sources, stay abreast of the latest clinical information, learn about new treatment options, earn continuing medical education (“CME”) credit and communicate with peers. The Company does not charge any usage, membership or download fees for access to its public portals or mobile platforms. WebMD generates revenue from its public portals and mobile platforms primarily through the sale of various types of advertising and sponsorship programs to its clients, which include: pharmaceutical, biotechnology and medical device companies; healthcare services companies; consumer products companies whose products relate to health, wellness, diet, fitness, lifestyle, safety and illness prevention; and various other businesses, organizations and governmental entities. Advertisers and sponsors use WebMD’s services to reach, educate and inform target audiences of consumers, physicians and other healthcare professionals. The Company also generates revenue from advertising sold in WebMD Magazine, a consumer magazine distributed to physician office waiting rooms. In addition, the Company generates revenue from the sale of certain information products. WebMD’s private portals enable employers and health plans to provide their employees and members with access to personalized health and benefit information and decision-support tools that help them to make more informed benefit, treatment and provider decisions and motivate them to make healthier lifestyle choices. The Company also provides health and condition management programs for use by its private portals clients’ employees and members to help them achieve their wellness goals. In addition, WebMD offers clients telephonic, online and onsite health coaching services for their employees and members. The Company generates revenue from its private portals through the licensing of its technology and content to employers and health plans, either directly or through its distributors. WebMD offers its health coaching services and its health and condition management programs on a per participant basis. | |||||||||||||||||
Interim Financial Statements | ' | ||||||||||||||||
Interim Financial Statements | |||||||||||||||||
The unaudited consolidated financial statements of the Company have been prepared by management and reflect all adjustments (consisting of only normal recurring adjustments) that, in the opinion of management, are necessary for a fair presentation of the interim periods presented. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the operating results to be expected for any subsequent period or for the entire year ending December 31, 2013. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted under the Securities and Exchange Commission’s rules and regulations. | |||||||||||||||||
The unaudited consolidated financial statements and notes included herein should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2012, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. | |||||||||||||||||
Seasonality | ' | ||||||||||||||||
Seasonality | |||||||||||||||||
The timing of the Company’s revenue is affected by seasonal factors. The Company’s public portal advertising and sponsorship revenue is seasonal, primarily due to the annual spending patterns of the advertising and sponsorship clients of the Company’s public portals. This portion of the Company’s revenue is usually the lowest in the first quarter of each calendar year, and generally increases during each consecutive quarter throughout the year. The timing of revenue in relation to the Company’s expenses, many of which do not vary directly with revenue, has an impact on cost of operations, sales and marketing, and general and administrative expenses as a percentage of revenue in each calendar quarter. | |||||||||||||||||
Accounting Estimates | ' | ||||||||||||||||
Accounting Estimates | |||||||||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the Consolidated Financial Statements. Significant estimates and assumptions by management affect the allowance for doubtful accounts, the carrying value of long-lived assets (including goodwill and intangible assets), the amortization period of long-lived assets (excluding goodwill and indefinite-lived intangible assets), the carrying value, capitalization and amortization of software and Website development costs, the carrying value of investments, the provision for income taxes and related deferred tax accounts, certain accrued liabilities, revenue recognition, contingencies, litigation and related legal accruals and the value attributed to employee stock options and other stock-based awards. | |||||||||||||||||
Presentation of Segment Information | ' | ||||||||||||||||
Presentation of Segment Information | |||||||||||||||||
The Company generates its revenue through its public and private portals. Discrete financial information related to a measure of profit or loss for these two revenue streams is not available as they leverage many common expenses, and the Company does not separately allocate these common expenses in assessing the performance of its business. Accordingly, the Company views its business as one reportable operating segment. | |||||||||||||||||
The following table presents the revenues recognized related to the Company’s public portals and private portals during the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Public portal revenues | $ | 109,608 | $ | 97,562 | $ | 308,829 | $ | 279,082 | |||||||||
Private portal revenues | 21,329 | 19,951 | 60,187 | 58,046 | |||||||||||||
$ | 130,937 | $ | 117,513 | $ | 369,016 | $ | 337,128 | ||||||||||
Loss Contingencies | ' | ||||||||||||||||
Loss Contingencies | |||||||||||||||||
The Company accounts for loss contingencies in accordance with FASB ASC No. 450, “Contingencies.” Under ASC No. 450, accruals for loss contingencies are recorded when both (i) the information available indicates that it is probable that a liability has been incurred and (ii) the amount of the loss can be reasonably estimated. The Company records adjustments to these accruals to reflect the status of negotiations, settlements, advice of counsel and other information and events related to an individual matter. | |||||||||||||||||
Net Income (Loss) Per Common Share | ' | ||||||||||||||||
Net Income (Loss) Per Common Share | |||||||||||||||||
Basic income (loss) per common share has been computed using the weighted-average number of shares of Common Stock outstanding during the periods presented. Diluted income (loss) per common share has been computed using the weighted-average number of shares of Common Stock outstanding during the periods, increased to give effect to potentially dilutive securities and assumes that any dilutive convertible notes were converted, only in the periods in which such effect is dilutive (shares in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Income (loss) from continuing operations — Basic and Diluted | $ | 3,231 | $ | (3,120 | ) | $ | 4,304 | $ | (16,999 | ) | |||||||
Income from discontinued operations, net of tax — Basic and Diluted | $ | — | $ | 2,235 | $ | — | $ | 2,743 | |||||||||
Denominator: | |||||||||||||||||
Weighted-average shares — Basic | 48,540 | 49,021 | 48,954 | 51,468 | |||||||||||||
Employee stock options and restricted stock | 2,054 | — | 1,361 | — | |||||||||||||
Adjusted weighted-average shares after assumed conversions — Diluted | 50,594 | 49,021 | 50,315 | 51,468 | |||||||||||||
Basic income (loss) per common share: | |||||||||||||||||
Income (loss) from continuing operations | $ | 0.07 | $ | (0.06 | ) | $ | 0.09 | $ | (0.33 | ) | |||||||
Income from discontinued operations | — | 0.04 | — | 0.05 | |||||||||||||
Net income (loss) | $ | 0.07 | $ | (0.02 | ) | $ | 0.09 | $ | (0.28 | ) | |||||||
Diluted income (loss) per common share: | |||||||||||||||||
Income (loss) from continuing operations | $ | 0.06 | $ | (0.06 | ) | $ | 0.09 | $ | (0.33 | ) | |||||||
Income from discontinued operations | — | 0.04 | — | 0.05 | |||||||||||||
Net income (loss) | $ | 0.06 | $ | (0.02 | ) | $ | 0.09 | $ | (0.28 | ) | |||||||
The Company has excluded its convertible notes, as well as certain outstanding stock options and restricted stock, from the calculation of diluted income (loss) per common share during the periods in which such securities were anti-dilutive. The following table presents the total weighted average number of potentially dilutive common shares that were excluded from the computation of diluted income (loss) per common share during the periods presented (shares in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Options and restricted stock | 4,434 | 12,628 | 6,800 | 11,914 | |||||||||||||
Convertible notes | 11,639 | 11,629 | 11,632 | 11,576 | |||||||||||||
16,073 | 24,257 | 18,432 | 23,490 | ||||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In July 2012, the Financial Accounting Standards Board (the “FASB”) issued an update to the existing guidance for impairment testing of indefinite-lived intangible assets, other than goodwill, similar to previously issued guidance for impairment testing of goodwill. The update simplifies how a company tests indefinite-lived intangible assets for impairment by allowing both public and nonpublic entities an option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of an indefinite-lived intangible asset is impaired. If an entity elects to perform a qualitative assessment and determines that an impairment is more likely than not, the entity is then required to perform the existing two-step quantitative impairment test, otherwise no further analysis is required. An entity may also elect not to perform the qualitative assessment and proceed directly to the two-step quantitative impairment test. The amendment is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, which for the Company was the first quarter of 2013. The adoption of this amendment did not have an impact on the Company’s financial condition, results of operations or cash flows. | |||||||||||||||||
In July 2013, the FASB issued an update to existing guidance on the financial presentation of unrecognized tax benefits. The update provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, which for the Company will be the first quarter of 2014. The adoption of this update is expected to have no impact on the Company’s financial condition, results of operations or cash flows. | |||||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Summary of Revenues Relating to Public and Private Portals | ' | ||||||||||||||||
The following table presents the revenues recognized related to the Company’s public portals and private portals during the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Public portal revenues | $ | 109,608 | $ | 97,562 | $ | 308,829 | $ | 279,082 | |||||||||
Private portal revenues | 21,329 | 19,951 | 60,187 | 58,046 | |||||||||||||
$ | 130,937 | $ | 117,513 | $ | 369,016 | $ | 337,128 | ||||||||||
Schedule of Net (Loss) Income Per Common Shares | ' | ||||||||||||||||
Diluted income (loss) per common share has been computed using the weighted-average number of shares of Common Stock outstanding during the periods, increased to give effect to potentially dilutive securities and assumes that any dilutive convertible notes were converted, only in the periods in which such effect is dilutive (shares in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Income (loss) from continuing operations — Basic and Diluted | $ | 3,231 | $ | (3,120 | ) | $ | 4,304 | $ | (16,999 | ) | |||||||
Income from discontinued operations, net of tax — Basic and Diluted | $ | — | $ | 2,235 | $ | — | $ | 2,743 | |||||||||
Denominator: | |||||||||||||||||
Weighted-average shares — Basic | 48,540 | 49,021 | 48,954 | 51,468 | |||||||||||||
Employee stock options and restricted stock | 2,054 | — | 1,361 | — | |||||||||||||
Adjusted weighted-average shares after assumed conversions — Diluted | 50,594 | 49,021 | 50,315 | 51,468 | |||||||||||||
Basic income (loss) per common share: | |||||||||||||||||
Income (loss) from continuing operations | $ | 0.07 | $ | (0.06 | ) | $ | 0.09 | $ | (0.33 | ) | |||||||
Income from discontinued operations | — | 0.04 | — | 0.05 | |||||||||||||
Net income (loss) | $ | 0.07 | $ | (0.02 | ) | $ | 0.09 | $ | (0.28 | ) | |||||||
Diluted income (loss) per common share: | |||||||||||||||||
Income (loss) from continuing operations | $ | 0.06 | $ | (0.06 | ) | $ | 0.09 | $ | (0.33 | ) | |||||||
Income from discontinued operations | — | 0.04 | — | 0.05 | |||||||||||||
Net income (loss) | $ | 0.06 | $ | (0.02 | ) | $ | 0.09 | $ | (0.28 | ) | |||||||
Weighted Average Number of Potentially Dilutive Common Shares Excluded from Computation of Diluted (Loss) Income Per Common Share | ' | ||||||||||||||||
The following table presents the total weighted average number of potentially dilutive common shares that were excluded from the computation of diluted income (loss) per common share during the periods presented (shares in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Options and restricted stock | 4,434 | 12,628 | 6,800 | 11,914 | |||||||||||||
Convertible notes | 11,639 | 11,629 | 11,632 | 11,576 | |||||||||||||
16,073 | 24,257 | 18,432 | 23,490 | ||||||||||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 9 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||||
Financial Assets Measured and Recorded at Fair Value on Recurring Basis | ' | ||||||||||||||||||||||||||
The following table sets forth the Company’s Level 1 financial assets that were measured and recorded at fair value on a recurring basis as of September 30, 2013 and December 31, 2012: | |||||||||||||||||||||||||||
Fair Value | September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||||
Estimate Using: | Amortized | Fair | Gross | Amortized | Fair | Gross | |||||||||||||||||||||
Cost | Value | Unrealized | Cost | Value | Unrealized | ||||||||||||||||||||||
Basis | Gains | Basis | Gains | ||||||||||||||||||||||||
Cash and cash equivalents | Level 1 | $ | 776,098 | $ | 776,098 | $ | — | $ | 991,835 | $ | 991,835 | $ | — | ||||||||||||||
Reconciles of Beginning and Ending Balances of Level 3 Assets | ' | ||||||||||||||||||||||||||
The following table reconciles the beginning and ending balances of the Company’s Level 3 assets, which consisted of the ARS Option: | |||||||||||||||||||||||||||
Nine Months Ended | |||||||||||||||||||||||||||
September 30, 2012 | |||||||||||||||||||||||||||
Fair value as of the beginning of the period | $ | 1,195 | |||||||||||||||||||||||||
Cash proceeds received | (9,269 | ) | |||||||||||||||||||||||||
Gain included in earnings | 8,074 | ||||||||||||||||||||||||||
Fair value as of the end of the period | $ | — | |||||||||||||||||||||||||
Carrying Value and Estimated Fair Value of Company's Convertible Notes that are Carried at Historical Cost | ' | ||||||||||||||||||||||||||
The following table presents the carrying value and estimated fair value (based on Level 1 market price data) of the Company’s convertible notes that were carried at historical cost as of September 30, 2013 and December 31, 2012: | |||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||||
2.25% Notes | $ | 300,000 | $ | 305,250 | $ | 400,000 | $ | 374,000 | |||||||||||||||||||
2.50% Notes | 400,000 | 379,000 | 400,000 | 351,000 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Schedule of Finite and Indefinite Lived Intangible Assets | ' | ||||||||||||||||||||||||||||||||
Intangible assets consist of the following: | |||||||||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||||
Gross | Accumulated | Net | Weighted | Gross | Accumulated | Net | Weighted | ||||||||||||||||||||||||||
Carrying | Amortization | Average | Carrying | Amortization | Average | ||||||||||||||||||||||||||||
Amount | Remaining | Amount | Remaining | ||||||||||||||||||||||||||||||
Useful Life(a) | Useful Life(a) | ||||||||||||||||||||||||||||||||
Content | $ | 15,954 | $ | (15,954 | ) | $ | — | — | $ | 15,954 | $ | (15,954 | ) | $ | — | — | |||||||||||||||||
Customer relationships | 34,057 | (24,512 | ) | 9,545 | 4.8 | 34,057 | (22,943 | ) | 11,114 | 5.5 | |||||||||||||||||||||||
Technology and patents | 14,700 | (14,700 | ) | — | — | 14,700 | (14,700 | ) | — | — | |||||||||||||||||||||||
Trade names-definite lives | 2,530 | (2,137 | ) | 393 | 2.2 | 2,530 | (2,003 | ) | 527 | 3 | |||||||||||||||||||||||
Trade names-indefinite lives | 4,464 | — | 4,464 | n/a | 4,464 | — | 4,464 | n/a | |||||||||||||||||||||||||
Total | $ | 71,705 | $ | (57,303 | ) | $ | 14,402 | $ | 71,705 | $ | (55,600 | ) | $ | 16,105 | |||||||||||||||||||
(a) | The calculation of the weighted average remaining useful life is based on the net book value and the remaining amortization period of each respective intangible asset. | ||||||||||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | ' | ||||||||||||||||||||||||||||||||
Aggregate amortization expense for intangible assets is estimated to be: | |||||||||||||||||||||||||||||||||
Year Ending December 31: | |||||||||||||||||||||||||||||||||
2013 (October 1st to December 31st) | $ | 568 | |||||||||||||||||||||||||||||||
2014 | $ | 2,271 | |||||||||||||||||||||||||||||||
2015 | $ | 2,260 | |||||||||||||||||||||||||||||||
2016 | $ | 2,059 | |||||||||||||||||||||||||||||||
2017 | $ | 1,513 | |||||||||||||||||||||||||||||||
Thereafter | $ | 1,267 |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | ' | ||||||||||||||||
The following table summarizes stock option activity for the Plans: | |||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||
Average Exercise | Average | Intrinsic Value(1) | |||||||||||||||
Price Per Share | Remaining | ||||||||||||||||
Contractual | |||||||||||||||||
Life (In Years) | |||||||||||||||||
Outstanding at January 1, 2013 | 13,300,688 | $ | 26.24 | ||||||||||||||
Granted | 1,259,500 | 28 | |||||||||||||||
Exercised | (1,789,836 | ) | 21.48 | ||||||||||||||
Cancelled | (1,820,685 | ) | 27.65 | ||||||||||||||
Outstanding at September 30, 2013 | 10,949,667 | $ | 26.99 | 7 | $ | 55,853 | |||||||||||
Vested and exercisable at the end of the period | 5,237,363 | $ | 30.81 | 5.4 | $ | 13,802 | |||||||||||
-1 | The aggregate intrinsic value is based on the market price of the Company’s Common Stock on September 30, 2013, which was $28.55, less the applicable exercise price of the underlying option. This aggregate intrinsic value represents the amount that would have been realized if all the option holders had exercised their options on September 30, 2013. | ||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | ' | ||||||||||||||||
The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model considering the assumptions noted in the following table. Expected volatility is based on implied volatility from traded options of the Company’s Common Stock combined with historical volatility of the Company’s Common Stock. The expected term represents the period of time that options are expected to be outstanding following their grant date, and was determined using historical exercise data combined with assumptions for future exercise activity. The risk-free rate is based on the U.S. Treasury yield curve for periods equal to the expected term of the options on the grant date. | |||||||||||||||||
Nine Months Ended September 30, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Expected dividend yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 0.43-0.47 | 0.42-0.45 | |||||||||||||||
Risk-free interest rate | 0.55%-1.62% | 0.52%-1.04% | |||||||||||||||
Expected term (years) | 4.5-5.1 | 4.4-5.1 | |||||||||||||||
Weighted average fair value of options granted during the period | $ | 11.50 | $ | 8.63 | |||||||||||||
Schedule of Share-based Compensation, Restricted Stock Awards, Activity | ' | ||||||||||||||||
The following table summarizes the activity of the Company’s Restricted Stock: | |||||||||||||||||
Shares | Weighted | ||||||||||||||||
Average | |||||||||||||||||
Grant Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Balance at January 1, 2013 | 932,386 | $ | 31.69 | ||||||||||||||
Granted | 395,500 | 27.36 | |||||||||||||||
Vested | (305,327 | ) | 32.1 | ||||||||||||||
Forfeited | (133,600 | ) | 23.3 | ||||||||||||||
Balance at September 30, 2013 | 888,959 | $ | 30.88 | ||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ' | ||||||||||||||||
The following table summarizes the components and classification of stock-based compensation expense: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Stock options | $ | 5,371 | $ | 6,179 | $ | 19,232 | $ | 25,777 | |||||||||
Restricted stock | 4,007 | 3,347 | 11,119 | 9,857 | |||||||||||||
Other | 93 | 86 | 281 | 259 | |||||||||||||
Total stock-based compensation expense | $ | 9,471 | $ | 9,612 | $ | 30,632 | $ | 35,893 | |||||||||
Included in: | |||||||||||||||||
Cost of operations | $ | 1,693 | $ | 2,046 | $ | 5,034 | $ | 6,676 | |||||||||
Sales and marketing | 2,066 | 1,932 | 6,586 | 6,397 | |||||||||||||
General and administrative | 5,712 | 5,634 | 19,012 | 22,820 | |||||||||||||
Total stock-based compensation expense | $ | 9,471 | $ | 9,612 | $ | 30,632 | $ | 35,893 | |||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
Segment | |
Accounting Policies [Abstract] | ' |
Sale of stock, percentage of ownership before transaction | 'More than 80% |
Number of reportable operating segment | 1 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Summary of Revenues Relating to Public and Private Portals (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Summary of revenues relating to public and private portal | ' | ' | ' | ' |
Revenues | $130,937 | $117,513 | $369,016 | $337,128 |
Public Portal Revenues [Member] | ' | ' | ' | ' |
Summary of revenues relating to public and private portal | ' | ' | ' | ' |
Revenues | 109,608 | 97,562 | 308,829 | 279,082 |
Private Portal Revenues [Member] | ' | ' | ' | ' |
Summary of revenues relating to public and private portal | ' | ' | ' | ' |
Revenues | $21,329 | $19,951 | $60,187 | $58,046 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Net Income Per Common Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Numerator: | ' | ' | ' | ' |
Income (loss) from continuing operations - Basic and Diluted | $3,231 | ($3,120) | $4,304 | ($16,999) |
Income from discontinued operations, net of tax - Basic and Diluted | ' | $2,235 | ' | $2,743 |
Denominator: | ' | ' | ' | ' |
Weighted-average shares - Basic | 48,540 | 49,021 | 48,954 | 51,468 |
Employee stock options and restricted stock | 2,054 | ' | 1,361 | ' |
Adjusted weighted-average shares after assumed conversions - Diluted | 50,594 | 49,021 | 50,315 | 51,468 |
Basic income (loss) per common share: | ' | ' | ' | ' |
Income (loss) from continuing operations | $0.07 | ($0.06) | $0.09 | ($0.33) |
Income from discontinued operations | ' | $0.04 | ' | $0.05 |
Net income (loss) | $0.07 | ($0.02) | $0.09 | ($0.28) |
Diluted income (loss) per common share: | ' | ' | ' | ' |
Income (loss) from continuing operations | $0.06 | ($0.06) | $0.09 | ($0.33) |
Income from discontinued operations | ' | $0.04 | ' | $0.05 |
Net income (loss) | $0.06 | ($0.02) | $0.09 | ($0.28) |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Weighted Average Number of Potentially Dilutive Common Shares Excluded from Computation of Diluted (Loss) Income Per Common Share (Detail) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Weighted average number of potentially dilutive common shares that were excluded from the computation of diluted income (loss) per common share | 16,073 | 24,257 | 18,432 | 23,490 |
Options and Restricted Stock [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Weighted average number of potentially dilutive common shares that were excluded from the computation of diluted income (loss) per common share | 4,434 | 12,628 | 6,800 | 11,914 |
Convertible Notes [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Weighted average number of potentially dilutive common shares that were excluded from the computation of diluted income (loss) per common share | 11,639 | 11,629 | 11,632 | 11,576 |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
After-tax gain recognized related to the "Investigation" | ' | $2,235 | ' | $2,743 |
State tax refund | ' | ' | ' | 508 |
United States Department of Justice [Member] | ' | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
After-tax gain recognized related to the "Investigation" | ' | 2,235 | ' | 2,235 |
Amount received related to the "Investigation" | ' | $3,600 | ' | $3,600 |
Emdeon Practice Services [Member] | ' | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Indemnification obligations, initial number of former officers and directors | 10 | ' | 10 | ' |
Indemnification obligations, subsequent number of former officers and directors | 4 | ' | 4 | ' |
Convertible_Notes_Additional_I
Convertible Notes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Oct. 31, 2013 | Jan. 11, 2011 | Jan. 11, 2011 | Apr. 04, 2012 | Sep. 30, 2013 | Mar. 14, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 31, 2013 | Mar. 14, 2011 | Sep. 11, 2013 | Apr. 04, 2012 |
Subsequent Events [Member] | 2.50% Convertible Notes Due 2018 [Member] | 2.50% Convertible Notes Due 2018 [Member] | 2.50% Convertible Notes Due 2018 [Member] | 2.50% Convertible Notes Due 2018 [Member] | 2.25% Convertible Notes Due 2016 [Member] | 2.25% Convertible Notes Due 2016 [Member] | 2.25% Convertible Notes Due 2016 [Member] | 2.25% Convertible Notes Due 2016 [Member] | 2.25% Convertible Notes Due 2016 [Member] | 2.25% Convertible Notes Due 2016 [Member] | 2.25% Convertible Notes Due 2016 [Member] | |||||
Before Equitable Adjustment [Member] | After Equitable Adjustment [Member] | After Equitable Adjustment [Member] | Subsequent Events [Member] | Before Equitable Adjustment [Member] | After Equitable Adjustment [Member] | After Equitable Adjustment [Member] | ||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes due | ' | ' | ' | ' | ' | $400,000 | ' | ' | ' | $400,000 | ' | ' | ' | ' | ' | ' |
Interest on convertible notes | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | 2.25% | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | 31-Jan-18 | ' | ' | ' | 31-Mar-16 | ' | ' | ' | ' | ' | ' |
Proceed From sale of Notes | ' | ' | ' | ' | ' | 387,345 | ' | ' | ' | 387,400 | ' | ' | ' | ' | ' | ' |
Cash paid to repurchase Common Stock | ' | ' | 9,023 | 24,879 | ' | 100,000 | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' |
Common stock repurchased, shares | ' | ' | ' | ' | ' | 1,920,490 | ' | ' | ' | 868,507 | ' | ' | ' | ' | ' | ' |
Common stock repurchased, price per share | ' | ' | ' | ' | ' | $52.07 | ' | ' | ' | $57.57 | ' | ' | ' | ' | ' | ' |
Conversion price per share of common stock | ' | ' | ' | ' | ' | ' | $66.13 | $65.26 | $64.61 | ' | ' | ' | ' | $73.69 | $72 | $72.73 |
Conversion rate of notes per thousand dollar of principal amount | ' | ' | ' | ' | ' | ' | 15.122 | 15.3223 | 15.4764 | ' | ' | ' | ' | 13.5704 | 13.8884 | 13.7502 |
Common Stock aggregate convertible | ' | ' | ' | ' | 3,503,099 | ' | 6,048,800 | 6,128,920 | 6,190,560 | ' | ' | 4,166,520 | 3,503,099,000 | 5,428,160 | 5,555,360 | 5,500,080 |
Percentage of principal amount equal to repurchase price | 100.00% | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' |
Principal amount of debt repurchased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' |
Cash payment on repurchase of convertible debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101,750 | ' | ' | ' | ' | ' |
Pre-tax gain (loss) on repurchase of notes | -3,296 | ' | -3,296 | ' | ' | ' | ' | ' | ' | ' | -3,296 | -3,296 | ' | ' | ' | ' |
Debt conversion, original debt amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' |
Convertible notes repurchased | ' | ' | ' | ' | 47,768 | ' | ' | ' | ' | ' | ' | ' | 47,768 | ' | ' | ' |
Repurchased amount in cash open market | ' | ' | ' | ' | 48,604 | ' | ' | ' | ' | ' | ' | ' | 48,604 | ' | ' | ' |
Principal amount repurchases remaining | ' | ' | ' | ' | $252,232 | ' | ' | ' | ' | ' | ' | ' | $252,232 | ' | ' | ' |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Financial Assets Measured and Recorded at Fair Value on Recurring Basis (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents, Amortized Cost Basis | $776,098 | $991,835 | $969,396 | $1,121,217 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents, Amortized Cost Basis | 776,098 | 991,835 | ' | ' |
Cash and cash equivalents, Fair Value | 776,098 | 991,835 | ' | ' |
Cash and cash equivalents, Gross Unrealized Gains | ' | ' | ' | ' |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments - Reconciliation of Level 3 Assets (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2012 |
Fair Value Disclosures [Abstract] | ' |
Fair value as of the beginning of the period | $1,195 |
Cash proceeds received | -9,269 |
Gain included in earnings | 8,074 |
Fair value as of the end of the period | ' |
Fair_Value_of_Financial_Instru4
Fair Value of Financial Instruments - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 23 Months Ended | |||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2010 | Apr. 30, 2010 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 30, 2010 | Mar. 31, 2012 | Mar. 31, 2012 |
Private Equity Funds [Member] | Minimum [Member] | Maximum [Member] | Auction Rate Securities [Member] | ARS Option [Member] | ARS Option [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Student loan percentage guaranteed under FFELP | ' | ' | ' | ' | 97.00% | ' | ' | ' | ' | ' | ' | ' |
Company frequent auction period | ' | ' | ' | ' | ' | ' | ' | '7 days | '28 days | ' | ' | ' |
Proceeds from investments | ' | ' | ' | ' | ' | ' | ' | ' | ' | $286,399 | $9,269 | $41,302 |
Retained option, from date of grant | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' |
Gain on investments | ' | ' | ' | 8,074 | ' | ' | ' | ' | ' | ' | 8,074 | ' |
Carrying Amount | ' | ' | ' | ' | ' | ' | $6,471 | ' | ' | ' | ' | ' |
Fair_Value_of_Financial_Instru5
Fair Value of Financial Instruments - Carrying Value and Estimated Fair Value of Company's Convertible Notes that are Carried at Historical Cost (Detail) (Level 1 [Member], USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
2.25% Notes [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Notes, Carrying Amount | $300,000 | $400,000 |
Notes, Fair Value | 305,250 | 374,000 |
2.50% Notes [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Notes, Carrying Amount | 400,000 | 400,000 |
Notes, Fair Value | $379,000 | $351,000 |
Fair_Value_of_Financial_Instru6
Fair Value of Financial Instruments - Carrying Value and Estimated Fair Value of Company's Convertible Notes that are Carried at Historical Cost (Parenthetical) (Detail) (Level 1 [Member]) | Sep. 30, 2013 | Dec. 31, 2012 |
2.25% Notes [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Notes, Interest Rate | 2.25% | 2.25% |
2.50% Notes [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Notes, Interest Rate | 2.50% | 2.50% |
Equity_Additional_Information_
Equity - Additional Information (Detail) (USD $) | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Oct. 31, 2011 | Aug. 31, 2011 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 10, 2013 | Apr. 03, 2012 |
2011 Program [Member] | 2011 Program [Member] | 2011 Program [Member] | 2011 Program [Member] | 2011 Program [Member] | 2011 Program [Member] | 2011 Program [Member] | 2013 Tender Offers [Member] | 2012 Tender Offers [Member] | |||
Equity, Class of Treasury Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock repurchase Common Stock value, authorized | ' | ' | ' | $75,000 | ' | ' | ' | ' | ' | ' | ' |
Stock repurchase program authorized additional amount | ' | ' | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Treasury stock purchased, shares | ' | ' | ' | ' | 267,615 | 39,857 | 116,770 | 312,781 | 1,174,914 | 5,000,000 | 5,769,230 |
Stock Repurchased at aggregate cost | 9,023 | 24,879 | ' | ' | 7,742 | 569 | 1,678 | 8,454 | 24,879 | ' | ' |
Stock repurchase program, remaining authorized repurchase amount | ' | ' | ' | ' | ' | ' | ' | 53,719 | ' | ' | ' |
Common stock repurchased, price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $34 | $26 |
Stock repurchased program value reflected as treasury stock recorded using the cost method | ' | ' | ' | ' | ' | ' | ' | ' | ' | 170,516 | 150,759 |
Costs directly attributable to repurchased of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | $516 | $759 |
Intangible_Assets_Schedule_of_
Intangible Assets - Schedule of Finite and Indefinite Lived Intangible Assets (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Indefinite and finite lived intangible assets, Gross Carrying Amount | $71,705 | $71,705 |
Intangible Assets, Accumulated Amortization | -57,303 | -55,600 |
Indefinite and finite lived intangible assets, Net | 14,402 | 16,105 |
Content [Member] | ' | ' |
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Finite lived intangible assets, Gross Carrying Amount | 15,954 | 15,954 |
Intangible Assets, Accumulated Amortization | -15,954 | -15,954 |
Finite lived intangible assets, Net | ' | ' |
Intangible Assets, Weighted Average Remaining Useful Life | '0 years | '0 years |
Customer Relationships [Member] | ' | ' |
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Finite lived intangible assets, Gross Carrying Amount | 34,057 | 34,057 |
Intangible Assets, Accumulated Amortization | -24,512 | -22,943 |
Finite lived intangible assets, Net | 9,545 | 11,114 |
Intangible Assets, Weighted Average Remaining Useful Life | '4 years 9 months 19 days | '5 years 6 months |
Technology and Patents [Member] | ' | ' |
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Finite lived intangible assets, Gross Carrying Amount | 14,700 | 14,700 |
Intangible Assets, Accumulated Amortization | -14,700 | -14,700 |
Finite lived intangible assets, Net | ' | ' |
Intangible Assets, Weighted Average Remaining Useful Life | '0 years | '0 years |
Trade Names-Definitive Lives [Member] | ' | ' |
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Finite lived intangible assets, Gross Carrying Amount | 2,530 | 2,530 |
Intangible Assets, Accumulated Amortization | -2,137 | -2,003 |
Finite lived intangible assets, Net | 393 | 527 |
Intangible Assets, Weighted Average Remaining Useful Life | '2 years 2 months 12 days | '3 years |
Trade Names-Indefinite Lives [Member] | ' | ' |
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | ' | ' |
Indefinite-lived intangible assets, Gross Carrying Amount | 4,464 | 4,464 |
Indefinite-lived intangible assets, Net | $4,464 | $4,464 |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Finite Lived Intangible Assets Net [Abstract] | ' | ' | ' | ' |
Amortization expense | $568 | $657 | $1,703 | $1,970 |
Intangible_Assets_Amortization
Intangible Assets - Amortization Expense for Intangible Assets (Detail) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
2013 (October 1st to December 31st) | $568 |
2014 | 2,271 |
2015 | 2,260 |
2016 | 2,059 |
2017 | 1,513 |
Thereafter | $1,267 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 9 Months Ended | 1 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Aug. 14, 2013 | Oct. 25, 2012 | Oct. 25, 2012 |
New Hampshire Insurance Company [Member] | Minimum [Member] | Maximum [Member] | ||
National Jewish Health [Member] | National Jewish Health [Member] | |||
Broker seeking recovery paid stop loss carrier under stop loss policy | ' | $2,935 | $8,000 | $10,000 |
Broker's seeking recovery | 1,965 | 1,965 | ' | ' |
Maximum amount of claims in dispute | 4,900 | ' | ' | ' |
Provision for claims in dispute | $0 | ' | ' | ' |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' | ' | ' | ' | ' |
Maximum number of shares of the Company's common stock | ' | 20,075,000 | ' | ' | 20,075,000 | ' |
Common stock available for future grants | ' | 891,410 | ' | ' | 891,410 | ' |
Amended Plan, Common Stock issuable, increase | 1,500,000 | ' | ' | ' | ' | ' |
Stock options surrendered by certain Company's officers and directors | ' | ' | ' | 960,600 | ' | ' |
Weighted average strike price for stock options surrendered by certain Company's officers and directors | ' | ' | ' | $46.85 | ' | ' |
Share based compensation expense of options surrendered | ' | ' | ' | $8,076 | ' | ' |
Proceeds from exercise of stock options | ' | 9,142 | 11 | ' | 19,482 | 827 |
Employee withholding tax paid | ' | 5,576 | 374 | ' | 7,321 | 2,332 |
Combined value of Stock option exercised and restricted stocks vested | ' | 16,734 | 1,187 | ' | 25,409 | 7,399 |
Stock-based compensation expense | ' | 9,471 | 9,612 | ' | 30,632 | 35,893 |
Unrecognized stock-based compensation expense related to unvested awards | ' | 47,800 | ' | ' | 47,800 | ' |
Period for recognition of unrecognized Stock based compensation expense | ' | ' | ' | ' | '2 years 3 months 18 days | ' |
Percentage of tax benefit attributable to stock-based compensation | ' | ' | ' | ' | 39.00% | ' |
Director [Member] | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | 93 | 86 | ' | 281 | 259 |
Stock Options [Member] | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' | ' | ' | ' | ' |
Vesting dates expire within date of grant | ' | ' | ' | ' | '10 years | ' |
Stock-based compensation expense | ' | 5,371 | 6,179 | ' | 19,232 | 25,777 |
Restricted Stock [Member] | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | $4,007 | $3,347 | ' | $11,119 | $9,857 |
Minimum [Member] | Stock Options [Member] | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' | ' | ' | ' | ' |
Share based compensation arrangement by share based payment awards award vesting period | ' | ' | ' | ' | '2 Years | ' |
Minimum [Member] | Restricted Stock [Member] | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' | ' | ' | ' | ' |
Share based compensation arrangement by share based payment awards award vesting period | ' | ' | ' | ' | '3 Years | ' |
Maximum [Member] | Stock Options [Member] | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' | ' | ' | ' | ' |
Share based compensation arrangement by share based payment awards award vesting period | ' | ' | ' | ' | '5 Years | ' |
Maximum [Member] | Restricted Stock [Member] | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' | ' | ' | ' | ' |
Share based compensation arrangement by share based payment awards award vesting period | ' | ' | ' | ' | '5 Years | ' |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Share-Based Compensation, Stock Options, Activity (Detail) (USD $) | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Shares Outstanding, Beginning Balance | 13,300,688 |
Granted, Shares | 1,259,500 |
Exercised, Shares | -1,789,836 |
Cancelled, Shares | -1,820,685 |
Shares Outstanding, Ending Balance | 10,949,667 |
Vested and Exercisable, Shares | 5,237,363 |
Weighted Average Exercise Price Per Share, Outstanding, at the beginning of the period | $26.24 |
Weighted Average Exercise Price Per Share, Granted | $28 |
Weighted Average Exercise Price Per Share, Exercised | $21.48 |
Weighted Average Exercise Price Per Share, Cancelled | $27.65 |
Weighted Average Exercise Price Per Share, Outstanding, at the end of the period | $26.99 |
Weighted Average Exercise Price per Share, Vested and exercisable at the end of the period | $30.81 |
Weighted Average Remaining Contractual Life (In Years), Outstanding | '7 years |
Weighted Average Remaining Contractual Life (In Years), Vested and exercisable at the end of the period | '5 years 4 months 24 days |
Aggregate Intrinsic Value, Outstanding | $55,853 |
Aggregate Intrinsic Value, Vested and Exercisable | $13,802 |
StockBased_Compensation_Schedu1
Stock-Based Compensation - Schedule of Share-Based Compensation, Stock Options, Activity (Parenthetical) (Detail) (USD $) | Sep. 30, 2013 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Market price of Company's common stock | $28.55 |
StockBased_Compensation_Schedu2
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility, Minimum | 43.00% | 42.00% |
Expected volatility, Maximum | 47.00% | 45.00% |
Risk-free interest rate, Minimum | 0.55% | 0.52% |
Risk-free interest rate, Maximum | 1.62% | 1.04% |
Weighted average fair value of options granted during the period | $11.50 | $8.63 |
Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected term (years) | '4 years 6 months | '4 years 4 months 24 days |
Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected term (years) | '5 years 1 month 6 days | '5 years 1 month 6 days |
StockBased_Compensation_Schedu3
Stock-Based Compensation - Schedule of Share-based Compensation, Restricted Stock Awards, Activity (Detail) (Restricted Stock [Member], USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Restricted Stock [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Restricted Stock Awards, Shares, Balance at the beginning of the year | 932,386 |
Restricted Stock Awards, Shares, Granted | 395,500 |
Restricted Stock Awards, Shares, Vested | -305,327 |
Restricted Stock Awards, Shares, Forfeited | -133,600 |
Restricted Stock Awards, Shares, Balance at the end of the year | 888,959 |
Weighted Average Grant Date Fair Value, Balance at the beginning of the year | $31.69 |
Weighted Average Grant Date Fair Value, Granted | $27.36 |
Weighted Average Grant Date Fair Value, Vested | $32.10 |
Weighted Average Grant Date Fair Value, Forfeited | $23.30 |
Weighted Average Grant Date Fair Value, Ending Balance | $30.88 |
StockBased_Compensation_Schedu4
Stock-Based Compensation - Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | $9,471 | $9,612 | $30,632 | $35,893 |
Stock Options [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 5,371 | 6,179 | 19,232 | 25,777 |
Restricted Stock [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 4,007 | 3,347 | 11,119 | 9,857 |
Other [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 93 | 86 | 281 | 259 |
Cost of Operations [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 1,693 | 2,046 | 5,034 | 6,676 |
Sales and Marketing [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | 2,066 | 1,932 | 6,586 | 6,397 |
General and Administrative [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense | $5,712 | $5,634 | $19,012 | $22,820 |
Restructuring_Additional_Infor
Restructuring - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Sep. 30, 2013 |
Reorganizations [Abstract] | ' | ' |
Restructuring charges | $7,579 | ' |
Accrued restructuring charges | $7,534 | $748 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Events [Member], USD $) | 1 Months Ended |
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2013 |
Subsequent Event [Line Items] | ' |
Common stock repurchase price | $32.08 |
Principal amount repurchased | $47,768 |
Repurchased amount in cash open market | 48,604 |
Principal amount repurchases remaining | 252,232 |
Common Stock aggregate convertible | 3,503,099 |
CarlC Icahn And Affiliates [Member] | ' |
Subsequent Event [Line Items] | ' |
Common Stock repurchased | 5,527,433 |
Common Stock aggregate cost | $177,320 |