Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 4-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | WBMD | |
Entity Registrant Name | WEBMD HEALTH CORP. | |
Entity Central Index Key | 1326583 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 37,790,239 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $735,292 | $706,776 |
Accounts receivable, net of allowance for doubtful accounts of $686 at March 31, 2015 and $631 at December 31, 2014 | 130,381 | 136,806 |
Prepaid expenses and other current assets | 17,413 | 13,877 |
Deferred tax assets | 18,453 | 18,147 |
Total current assets | 901,539 | 875,606 |
Property and equipment, net | 55,790 | 59,573 |
Goodwill | 202,980 | 202,980 |
Intangible assets, net | 13,382 | 14,215 |
Deferred tax assets | 20,083 | 18,947 |
Other assets | 26,509 | 26,236 |
TOTAL ASSETS | 1,220,283 | 1,197,557 |
Current liabilities: | ||
Accrued expenses | 55,615 | 72,658 |
Deferred revenue | 104,616 | 89,785 |
Total current liabilities | 412,463 | 162,443 |
Other long-term liabilities | 20,823 | 21,293 |
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 March 31, 2015 and December 31, 2014 | 574 | 574 |
Additional paid-in capital | 9,223,602 | 9,214,800 |
Treasury stock, at cost; 20,872,817 shares at March 31, 2015 and 21,084,995 shares at December 31, 2014 | -679,203 | -685,659 |
Accumulated other comprehensive income | 1,122 | 976 |
Accumulated deficit | -8,459,098 | -8,469,102 |
Stockholders' equity | 86,997 | 61,589 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,220,283 | 1,197,557 |
2.25% Convertible Notes Due 2016 [Member] | ||
Current liabilities: | ||
convertible notes current | 252,232 | |
Convertible notes | 252,232 | |
2.50% Convertible Notes Due 2018 [Member] | ||
Current liabilities: | ||
Convertible notes | 400,000 | 400,000 |
1.50% Convertible Notes Due 2020 [Member] | ||
Current liabilities: | ||
Convertible notes | $300,000 | $300,000 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance for doubtful accounts | $686 | $631 |
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 | 57,437,992 |
Treasury stock, shares | 20,872,817 | 21,084,995 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Revenue | $143,343 | $133,832 |
Cost of operations | 57,877 | 52,564 |
Sales and marketing | 32,476 | 32,911 |
General and administrative | 21,453 | 23,781 |
Depreciation and amortization | 8,245 | 7,328 |
Interest income | 17 | 15 |
Interest expense | 6,172 | 6,172 |
Income before income tax provision | 17,137 | 11,091 |
Income tax provision | 7,133 | 4,825 |
Net income | $10,004 | $6,266 |
Net income per common share: | ||
Basic | $0.27 | $0.16 |
Diluted | $0.25 | $0.15 |
Weighted-average shares outstanding used in computing per share amounts: | ||
Basic | 36,393 | 39,268 |
Diluted | 43,465 | 41,852 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net income | $10,004 | $6,266 |
Other comprehensive income, net of tax: | ||
Net change in unrealized gains on available-for sale securities | 146 | |
Total other comprehensive income, net of tax | 146 | |
Comprehensive income | $10,150 | $6,266 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income | $10,004 | $6,266 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 8,245 | 7,328 |
Non-cash interest, net | 1,128 | 1,128 |
Non-cash stock-based compensation | 7,381 | 8,690 |
Deferred income taxes | -1,535 | 201 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6,425 | -10,009 |
Prepaid expenses and other, net | -4,587 | 210 |
Accrued expenses and other long-term liabilities | -17,515 | -20,401 |
Deferred revenue | 14,831 | 14,490 |
Net cash provided by operating activities | 24,377 | 7,903 |
Cash flows from investing activities: | ||
Purchases of property and equipment | -3,670 | -5,533 |
Net cash used in investing activities | -3,670 | -5,533 |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 4,488 | 17,482 |
Cash used for withholding taxes due on stock-based awards | -1,044 | -5,326 |
Purchases of treasury stock | -3,219 | -65,052 |
Excess tax benefit on stock-based awards | 7,584 | 4,047 |
Net cash provided by (used in) financing activities | 7,809 | -48,849 |
Net increase (decrease) in cash and cash equivalents | 28,516 | -46,479 |
Cash and cash equivalents at beginning of period | 706,776 | 824,880 |
Cash and cash equivalents at end of period | $735,292 | $778,401 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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. The Company generates revenue from the advertising and sponsorship services of The WebMD Health Network and related operations, from the private portal services it markets under the WebMD Health Services brand and from certain information services, each of which is described below and discussed further under “Presentation of Segment Information” in this Note 1. | |||||||||
Advertising and Sponsorship. The WebMD Health Network includes: www.WebMD.com, the Company’s primary public portal for consumers and related mobile-optimized sites and mobile apps; www.Medscape.com, the Company’s primary public portal for physicians and other healthcare professionals and related mobile services; and other sites and apps through which the Company provides branded health and wellness content, tools and services. The Company’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. The Company’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. The Company 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; hospitals, clinics and other healthcare services companies; health insurance providers; consumer products companies whose products or services relate to health, wellness, diet, fitness, lifestyle, safety and illness prevention; and various other businesses, organizations and governmental entities. Advertisers and sponsors use the Company’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. | |||||||||
Private Portals Services. The Company’s private portals are a cloud-based population health management platform, hosted by the Company and provided to private and governmental employers and health plans for use by their employees and plan participants. The Company markets these private portals and related services under the WebMD Health Services brand. TheWebMD Health Services platform enables employers and health plans to provide their employees and plan participants with access to personalized health and benefit information, including an online personal health record application. The Company’s WebMD Health Services solutions include a comprehensive set of decision support and transparency tools that help their employees and plan participants understand the financial implications of their benefits options and make more informed benefits-related purchase decisions, and also provide access to information and services that can help them factor quality and cost into decisions about care and treatment options. The Company also provides telephonic, online and onsite health coaching and targeted condition management programs for use by its private portals clients’ employees and plan participants to help them make healthier lifestyle choices and achieve their wellness goals. The Company generates revenue from subscriptions to its WebMD Health Services platform by employers and health plans, either directly or through its distributors. WebMD offers its health coaching services and its condition management programs on a per-participant basis. | |||||||||
Information Services. The Company also generates revenue from the sale of certain information products and services on a standalone basis using de-identified data that it licenses from a small number of third party data sources, of which the principal source is a license retained by HLTH Corporation, the Company’s former parent company, in connection with the sale of its Emdeon Business Services (EBS) business. As the successor to HLTH, the Company received this license which provides the Company the rights to certain de-identified data from the operation of the EBS business through February 2018 for use in the development and commercialization of various information products and services. Customers include data services, informatics and consulting companies. | |||||||||
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 months ended March 31, 2015 are not necessarily indicative of the operating results to be expected for any subsequent period or for the entire year ending December 31, 2015. 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, 2014, 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 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 revenue in four groups, as set forth in the table below. The first group is “Advertising and Sponsorship — Biopharma and Medical Device” and consists of advertising and sponsorship revenue from pharmaceutical, biotechnology and medical device clients relating to ethical pharmaceutical products or other regulated devices or products or for sponsoring educational programs. The second category is “Advertising and Sponsorship — OTC, CPG and Other” and consists of advertising and sponsorship revenue relating to non-Rx or over-the-counter medications and other healthcare products, food and beverages, beauty products and other consumer products, as well as revenue from clients such as retailers, pharmacies, hospitals, health insurance companies and government agencies. The combined revenue of the first two groups is sometimes referred to as “Advertising and Sponsorship” revenue. The third group is “Private Portal Services” and consists of revenue from employers and health plans for subscriptions to the Company’s private portals solution and related services, including health coaching and condition management services. The fourth group is “Information Services” and consists of revenue from the sale of stand-alone information and data products. Discrete financial information related to a measure of profit or loss for these four revenue groups 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 from the four revenue groups described above during the three months ended March 31, 2015 and 2014: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Advertising and sponsorship | |||||||||
Biopharma and medical device | $ | 75,845 | $ | 68,488 | |||||
OTC, CPG and other | 29,948 | 34,469 | |||||||
105,793 | 102,957 | ||||||||
Private portal services | 29,322 | 24,629 | |||||||
Information services | 8,228 | 6,246 | |||||||
$ | 143,343 | $ | 133,832 | ||||||
Loss Contingencies | |||||||||
The Company accounts for loss contingencies in accordance with Financial Accounting Standards Board (“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 Per Common Share | |||||||||
Basic income per common share has been computed using the weighted-average number of shares of Common Stock outstanding during the periods presented. Diluted income 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 | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Net income — Basic | $ | 10,004 | $ | 6,266 | |||||
Interest expense on 1.50% Notes, net of tax | 864 | — | |||||||
Net income — Diluted | $ | 10,868 | $ | 6,266 | |||||
Denominator: | |||||||||
Weighted-average shares — Basic | 36,393 | 39,268 | |||||||
Stock options and restricted stock | 1,378 | 2,584 | |||||||
1.50% Notes | 5,694 | — | |||||||
Adjusted weighted-average shares after assumed conversions — Diluted | 43,465 | 41,852 | |||||||
Net income per common share: | |||||||||
Basic | $ | 0.27 | $ | 0.16 | |||||
Diluted | $ | 0.25 | $ | 0.15 | |||||
The Company has excluded certain of its convertible notes, as well as certain outstanding stock options and restricted stock, from the calculation of diluted income 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 per common share during the periods presented (shares in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Options and restricted stock | 3,168 | 2,646 | |||||||
1.50% Notes | — | 5,681 | |||||||
2.50% Notes | 6,205 | 6,191 | |||||||
2.25% Notes | 3,511 | 3,503 | |||||||
12,884 | 18,021 | ||||||||
Recent Accounting Pronouncements | |||||||||
In April 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. Under the revised guidance, a discontinued operation is defined as a disposal of a component or group of components that represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. The revised guidance is effective for the Company beginning in the quarter ended March 31, 2015. The adoption of the revised guidance did not have an impact on the Company’s consolidated financial statements. | |||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under GAAP. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the revised guidance requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The revised guidance is effective for the Company beginning in the quarter ending March 31, 2017; early adoption is prohibited. The revised guidance is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The Company has not yet determined the impact the revised guidance will have on its consolidated financial statements. | |||||||||
In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The revised guidance is effective for the Company beginning in the quarter ending March 31, 2016; early adoption is permitted. The Company has not yet determined the impact the revised guidance will have on its consolidated financial statements. | |||||||||
In April 2015, the FASB issued ASU No. 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The revised guidance is effective for the Company beginning in the quarter ending March 31, 2016 and is required to be applied retrospectively. Early adoption is permitted. The Company has not yet determined the impact the revised guidance will have on its consolidated financial statements. | |||||||||
In April 2015, the FASB issued ASU No. 2015-05, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides guidance in determining whether a cloud computing arrangement includes a software license. If it is determined that a cloud computing arrangement does include a software license, the software element should be accounted for consistent with the acquisition of other software licenses. If the arrangement does not include a software license, it should be accounted for as a service contract. The revised guidance is effective for the Company beginning in the quarter ending March 31, 2016 and can be applied prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. Early adoption is permitted. The Company has not yet determined the impact the revised guidance will have on its consolidated financial statements. |
Convertible_Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 2. 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, 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, the conversion rate was adjusted to 15.4764 shares of Common Stock per thousand dollars principal amount of the 2.50% Notes. This was equivalent to an adjusted conversion price of approximately $64.61 per share of Common Stock. In the aggregate, the 2.50% Notes were convertible into 6,190,560 shares of Common Stock following the September 11, 2013 adjustment. | |
Effective September 10, 2014, after giving effect to an adjustment resulting from a tender offer for the Company’s Common Stock that the Company completed on September 9, 2014, the conversion rate was adjusted to 15.5118 shares of Common Stock per thousand dollars principal amount of the 2.50% Notes. This is equivalent to an adjusted conversion price of approximately $64.47 per share of Common Stock. In the aggregate, the 2.50% Notes are convertible into 6,204,720 shares of Common Stock following the September 10, 2014 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, 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, the conversion rate was adjusted to 13.8884 shares of Common Stock per thousand dollars principal amount of the 2.25% Notes. This was equivalent to an adjusted conversion price of approximately $72.00 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. | |
During the year ended December 31, 2013, the Company repurchased $100,000 principal amount of its 2.25% Notes for $101,750 in cash in a privately negotiated transaction. Also during the year ended December 31, 2013, the Company repurchased $47,768 principal amount of its 2.25% Notes for $48,604 in cash in the open market. The Company recognized a pre-tax loss of $4,871 in 2013 related to these repurchases. The loss included the expensing of the remaining deferred issuance costs outstanding related to the repurchased notes. After these repurchases in 2013, the remaining principal amount of the 2.25% Notes outstanding was $252,232, which, in the aggregate, was convertible into 3,503,099 shares of Common Stock. | |
Effective September 10, 2014, after giving effect to an adjustment resulting from a tender offer for the Company’s Common Stock that the Company completed on September 9, 2014, the conversion rate was adjusted to 13.9202 shares of Common Stock per thousand dollars principal amount of the 2.25% Notes. This is equivalent to an adjusted conversion price of approximately $71.84 per share of Common Stock. In the aggregate, the 2.25% Notes are convertible into 3,511,120 shares of Common Stock following the September 10, 2014 adjustment. | |
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. | |
1.50% Convertible Notes due 2020 | |
On November 26, 2013, the Company issued $300,000 aggregate principal amount of its 1.50% Convertible Notes due 2020 (the “1.50% Notes”) in a private offering. Unless previously converted, the 1.50% Notes will mature on December 1, 2020. Net proceeds from the sale of the 1.50% Notes were approximately $291,823, after deducting the related offering expenses. Interest on the 1.50% Notes is payable semi-annually on June 1 and December 1 of each year, commencing June 1, 2014. Under the terms of the 1.50% Notes, holders were able to surrender their 1.50% Notes for conversion into the Company’s Common Stock at an initial conversion rate of 18.9362 shares of Common Stock per thousand dollars principal amount of the 1.50% Notes. This was equivalent to an initial conversion price of approximately $52.81 per share of Common Stock. In the aggregate, the 1.50% Notes were convertible into 5,680,860 shares of the Company’s Common Stock. The conversion rate may be adjusted under certain circumstances. | |
Effective September 10, 2014, after giving effect to an adjustment resulting from a tender offer for the Company’s Common Stock that the Company completed on September 9, 2014, the conversion rate was adjusted to 18.9795 shares of Common Stock per thousand dollars principal amount of the 1.50% Notes. This is equivalent to an adjusted conversion price of approximately $52.69 per share of Common Stock. In the aggregate, the 1.50% Notes are convertible into 5,693,850 shares of Common Stock following the September 10, 2014 adjustment. | |
Under the terms of the 1.50% Notes, if the Company undergoes certain change of control or other fundamental change transactions prior to the maturity date of the 1.50% Notes, holders of the 1.50% Notes will have the right, at their option, to require the Company to repurchase some or all of their 1.50% Notes at a repurchase price equal to 100% of the principal amount of the 1.50% Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. However, the repurchase option will not apply in the case of certain change of control or other fundamental change transactions in which the Company is acquired by a public company, and (a) not less than 90% of the consideration received or to be received by holders of WebMD Common Stock, excluding cash payments for fractional shares, consists of acquirer common stock and (b) as a result of the transaction, the 1.50% Notes become convertible into the same consideration. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||
Fair Value of Financial Instruments | 3. 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 or Level 3 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 March 31, 2015 and December 31, 2014: | |||||||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||||||||
Fair Value | Amortized | Fair Value | Gross | Amortized | Fair Value | Gross | |||||||||||||||||||||||
Estimate | Cost Basis | Unrealized | Cost Basis | Unrealized | |||||||||||||||||||||||||
Using: | Gains | Gains | |||||||||||||||||||||||||||
Cash and cash equivalents | Level 1 | $ | 735,292 | $ | 735,292 | $ | — | $ | 706,776 | $ | 706,776 | $ | — | ||||||||||||||||
Available-for-sale security | Level 1 | — | 1,842 | 1,842 | — | 1,603 | 1,603 | ||||||||||||||||||||||
The Company’s available-for-sale security consists of an equity investment in a publicly traded company that completed its initial public offering in December 2014. The unrealized gain related to this investment, net of tax, is included within accumulated other comprehensive income in the accompanying consolidated balance sheets as of March 31, 2015 and December 31, 2014. | |||||||||||||||||||||||||||||
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 Company made this investment in November 2008 by acquiring preferred stock. During November 2014, this investment was converted into a combination of preferred stock and debt securities of another privately held company through an acquisition. The total amount of the Company’s investment in this privately held company is $6,471, which includes $470 of acquisition costs. Since the Company does not have the ability to exercise significant influence over this company, the investment is accounted for under the cost method and it is included in other assets on the accompanying consolidated balance sheets as of March 31, 2015 and December 31, 2014. | |||||||||||||||||||||||||||||
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 March 31, 2015 and December 31, 2014: | |||||||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||||||
2.25% Notes | $ | 252,232 | $ | 253,493 | $ | 252,232 | $ | 254,754 | |||||||||||||||||||||
2.50% Notes | $ | 400,000 | $ | 409,000 | $ | 400,000 | $ | 399,000 | |||||||||||||||||||||
1.50% Notes | $ | 300,000 | $ | 321,000 | $ | 300,000 | $ | 299,250 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Equity | 4. 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. In October 2011, February 2014, March 2014, April 2014 and November 2014, the Company’s Board of Directors authorized increases to the Program of $75,000, $50,000, $40,000, $30,000 and $23,895, respectively. During the three months ended March 31, 2015, the Company repurchased 83,504 shares at an aggregate cost of $3,219 under the Program. During the three months ended March 31, 2014, the Company repurchased 1,594,904 shares at an aggregate cost of $67,506 under the Program, of which 60,049 shares at an aggregate cost of $2,454 were repurchased at the end of March 2014 and did not settle until April 2014. As of March 31, 2015, $31,792 remained available for repurchases under the Program. | |
Accumulated Other Comprehensive Income | |
Accumulated other comprehensive income in the accompanying consolidated balance sheets as of March 31, 2015 and December 31, 2014 represents the unrealized gain on available-for-sale securities, net of taxes (see Note 3 for additional discussion). |
Intangible_Assets
Intangible Assets | 3 Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||
Intangible Assets | 5. Intangible Assets | ||||||||||||||||||||||||||||||||
Intangible assets consist of the following: | |||||||||||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||||||||||||
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 | (27,650 | ) | 6,407 | 3.3 | 34,057 | (27,126 | ) | 6,931 | 3.6 | |||||||||||||||||||||||
Technology and patents | 17,882 | (15,498 | ) | 2,384 | 2.3 | 17,882 | (15,231 | ) | 2,651 | 2.5 | |||||||||||||||||||||||
Trade names-definite lives | 2,530 | (2,403 | ) | 127 | 0.7 | 2,530 | (2,361 | ) | 169 | 1 | |||||||||||||||||||||||
Trade names-indefinite lives | 4,464 | — | 4,464 | n/a | 4,464 | — | 4,464 | n/a | |||||||||||||||||||||||||
Total | $ | 74,887 | $ | (61,505 | ) | $ | 13,382 | $ | 74,887 | $ | (60,672 | ) | $ | 14,215 | |||||||||||||||||||
(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 $833 and $568 during the three months ended March 31, 2015 and 2014, respectively. Aggregate amortization expense for intangible assets is estimated to be: | |||||||||||||||||||||||||||||||||
Year Ending December 31: | |||||||||||||||||||||||||||||||||
2015 (April 1st to December 31st) | $ | 2,488 | |||||||||||||||||||||||||||||||
2016 | $ | 3,120 | |||||||||||||||||||||||||||||||
2017 | $ | 2,044 | |||||||||||||||||||||||||||||||
2018 | $ | 1,266 |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies |
Legal Proceedings | |
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 related to a condition management program of the Company’s private portals. The complaint sought injunctive relief, as well as monetary damages. On January 28, 2015, the parties entered into a Settlement Agreement pursuant to which, on February 20, 2015, the parties filed with the Court a Joint Motion to Dismiss all claims with prejudice. Neither party has admitted any liability to the other and the Company’s private portals business is not required to modify, suspend or terminate the sale of any of its products. | |
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. The Plaintiff sought unspecified damages and an injunction with respect to certain products offered by the Company. The Court had consolidated the Plaintiff’s claim against the Company with its claims against several other companies. On December 22, 2014, the Court granted summary judgment in favor of the Company and its co-defendants finding that the ‘883 patent is invalid. On December 23, 2014, the Court granted summary judgment in favor of the Company and its co-defendants finding that the ‘466 patent is invalid. On January 6, 2015, the Court entered a final order dismissing the case. On January 15, 2015, MyMedicalRecords filed a Notice of Appeal of the Court’s order with the Circuit Court for the Federal Circuit. If the Court’s order is appealed, the Company plans to defend the Order of the District Court. The Company is unable to predict the outcome of any appeal or to reasonably estimate the possible loss or range of loss, if any, arising from the claims that may be asserted therein. | |
Coverage Dispute with Stop Loss Carrier for Health Benefit Plan | |
On June 27, 2013, the Company filed an action in the Supreme Court, State of New York (“New York Action”), seeking payment from Everest Reinsurance Company (“Everest”) of $1,965 in outstanding claims under a stop loss insurance policy issued by Everest for certain medical claims under the Company’s self-insured group health and prescription benefit plan (the “Health Plan”) for its eligible employees and their dependents that were pending under the 2012 stop loss policy. On December 9, 2013, Everest answered the New York Action complaint and filed a counterclaim against the Company, the claims administrator under the Health Plan and the Company’s insurance broker seeking recovery of approximately $2,935 paid by Everest under the 2011 and 2012 stop loss policies and seeking a declaration that the remaining $1,965 was not payable by Everest. On April 27, 2015, the parties entered into a binding settlement term sheet, and formal documentation is now being negotiated, after which the parties will file a stipulation of discontinuance of all claims by all parties. As a result of the settlement, substantially all of the amount due from Everest will be recoverable and the $2,935 previously paid by Everest will not be repayable by the Company. | |
Traffic Information, LLC v. WebMD LLC | |
On June 25, 2014, Traffic Information, LLC filed an action against the Company in the United States District Court in the Eastern District of Texas. The complaint alleges that the Company directly infringes and has induced infringement of U.S. Patent No. 6,785,606 issued on August 31, 2004. The parties entered into a settlement agreement pursuant to which, on April 21, 2015, the parties filed a joint stipulation for dismissal of the action which is pending action by the Court. Under the terms of the agreement, neither party has admitted any liability to the other and the Company is not required to modify, suspend or terminate the sale of any of its products. | |
Patent Claim by International Business Machines Corporation | |
In February 2015, International Business Machines Corporation (“IBM”) notified the Company that IBM believes that the Company’s Websites infringe U.S. Patents 7,072,849, 5,796,967 and 6,374,359. The Company has had discussions with IBM regarding those allegations. The Company believes that it is not infringing any intellectual property rights of IBM. The Company is continuing to evaluate IBM’s allegations and is considering its alternatives regarding 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 2014 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 | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Stock-Based Compensation | 7. Stock-Based Compensation | ||||||||||||||||
The Company has various stock-based compensation plans (collectively, the “Plans”) that provide for the grant of stock options, restricted stock, 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 23,275,000 as of March 31, 2015, subject to adjustment in accordance with the terms of the 2005 Plan. The Company had an aggregate of 354,049 shares of Common Stock available for future grants under the 2005 Plan at March 31, 2015. | |||||||||||||||||
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 (a) | |||||||||||||||
Price Per Share | Remaining | ||||||||||||||||
Contractual | |||||||||||||||||
Life (In Years) | |||||||||||||||||
Outstanding at January 1, 2015 | 7,547,526 | $ | 32.69 | ||||||||||||||
Granted | 1,678,500 | 42.52 | |||||||||||||||
Exercised | (313,663 | ) | 18.44 | ||||||||||||||
Cancelled | (137,075 | ) | 29.9 | ||||||||||||||
Outstanding at March 31, 2015 | 8,775,288 | $ | 35.12 | 7.3 | $ | 81,634 | |||||||||||
Vested and exercisable at the end of the period | 3,561,862 | $ | 31.08 | 5 | $ | 49,189 | |||||||||||
(a) | The aggregate intrinsic value is based on the market price of the Company’s Common Stock on March 31, 2015, which was $43.835, 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 March 31, 2015. | ||||||||||||||||
The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model considering the weighted-average 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. | |||||||||||||||||
Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
Expected dividend yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 0.46 - 0.48 | 0.48 - 0.49 | |||||||||||||||
Risk-free interest rate | 1.01% - 1.56% | 1.28% - 1.71% | |||||||||||||||
Expected term (years) | 4.1 - 4.7 | 4.3 - 4.9 | |||||||||||||||
Weighted-average fair value of options granted during the period | $ | 16.34 | $ | 17.47 | |||||||||||||
Restricted Stock | |||||||||||||||||
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 grants vest ratably over periods ranging from three to four 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, 2015 | 904,083 | $ | 35.58 | ||||||||||||||
Granted | 355,920 | 42.75 | |||||||||||||||
Vested | (34,216 | ) | 46.43 | ||||||||||||||
Forfeited | (25,000 | ) | 26.22 | ||||||||||||||
Balance at March 31, 2015 | 1,200,787 | $ | 37.6 | ||||||||||||||
Proceeds received from the exercise of options to purchase shares of the Company’s Common Stock were $4,488 and $17,482 during the three months ended March 31, 2015 and 2014, respectively. Additionally, in connection with the exercise of certain stock options and the vesting of restricted stock, the Company made payments of $1,044 and $5,326 during the three months ended March 31, 2015 and 2014, 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 $9,135 and $25,983 for the three months ended March 31, 2015 and 2014, 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 $117 and $77 of stock-based compensation expense for the three months ended March 31, 2015 and 2014, 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 | |||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
Stock options | $ | 4,660 | $ | 5,466 | |||||||||||||
Restricted stock | 2,604 | 3,147 | |||||||||||||||
Other | 117 | 77 | |||||||||||||||
Total stock-based compensation expense | $ | 7,381 | $ | 8,690 | |||||||||||||
Included in: | |||||||||||||||||
Cost of operations | $ | 1,389 | $ | 1,464 | |||||||||||||
Sales and marketing | 1,448 | 2,105 | |||||||||||||||
General and administrative | 4,544 | 5,121 | |||||||||||||||
Total stock-based compensation expense | $ | 7,381 | $ | 8,690 | |||||||||||||
As of March 31, 2015, approximately $81,620 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 2.8 years, related to the Plans. | |||||||||||||||||
Tax benefits attributable to stock-based compensation represented 38% and 39% of stock-based compensation expense for the three months ended March 31, 2015 and 2014, respectively. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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. The Company generates revenue from the advertising and sponsorship services of The WebMD Health Network and related operations, from the private portal services it markets under the WebMD Health Services brand and from certain information services, each of which is described below and discussed further under “Presentation of Segment Information” in this Note 1. | |||||||||
Advertising and Sponsorship. The WebMD Health Network includes: www.WebMD.com, the Company’s primary public portal for consumers and related mobile-optimized sites and mobile apps; www.Medscape.com, the Company’s primary public portal for physicians and other healthcare professionals and related mobile services; and other sites and apps through which the Company provides branded health and wellness content, tools and services. The Company’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. The Company’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. The Company 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; hospitals, clinics and other healthcare services companies; health insurance providers; consumer products companies whose products or services relate to health, wellness, diet, fitness, lifestyle, safety and illness prevention; and various other businesses, organizations and governmental entities. Advertisers and sponsors use the Company’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. | |||||||||
Private Portals Services. The Company’s private portals are a cloud-based population health management platform, hosted by the Company and provided to private and governmental employers and health plans for use by their employees and plan participants. The Company markets these private portals and related services under the WebMD Health Services brand. The WebMD Health Services platform enables employers and health plans to provide their employees and plan participants with access to personalized health and benefit information, including an online personal health record application. The Company’s WebMD Health Services solutions include a comprehensive set of decision support and transparency tools that help their employees and plan participants understand the financial implications of their benefits options and make more informed benefits-related purchase decisions, and also provide access to information and services that can help them factor quality and cost into decisions about care and treatment options. The Company also provides telephonic, online and onsite health coaching and targeted condition management programs for use by its private portals clients’ employees and plan participants to help them make healthier lifestyle choices and achieve their wellness goals. The Company generates revenue from subscriptions to its WebMD Health Services platform by employers and health plans, either directly or through its distributors. WebMD offers its health coaching services and its condition management programs on a per-participant basis. | |||||||||
Information Services. The Company also generates revenue from the sale of certain information products and services on a standalone basis using de-identified data that it licenses from a small number of third party data sources, of which the principal source is a license retained by HLTH Corporation, the Company’s former parent company, in connection with the sale of its Emdeon Business Services (EBS) business. As the successor to HLTH, the Company received this license which provides the Company the rights to certain de-identified data from the operation of the EBS business through February 2018 for use in the development and commercialization of various information products and services. Customers include data services, informatics and consulting companies. | |||||||||
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 months ended March 31, 2015 are not necessarily indicative of the operating results to be expected for any subsequent period or for the entire year ending December 31, 2015. 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, 2014, 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 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 revenue in four groups, as set forth in the table below. The first group is “Advertising and Sponsorship — Biopharma and Medical Device” and consists of advertising and sponsorship revenue from pharmaceutical, biotechnology and medical device clients relating to ethical pharmaceutical products or other regulated devices or products or for sponsoring educational programs. The second category is “Advertising and Sponsorship — OTC, CPG and Other” and consists of advertising and sponsorship revenue relating to non-Rx or over-the-counter medications and other healthcare products, food and beverages, beauty products and other consumer products, as well as revenue from clients such as retailers, pharmacies, hospitals, health insurance companies and government agencies. The combined revenue of the first two groups is sometimes referred to as “Advertising and Sponsorship” revenue. The third group is “Private Portal Services” and consists of revenue from employers and health plans for subscriptions to the Company’s private portals solution and related services, including health coaching and condition management services. The fourth group is “Information Services” and consists of revenue from the sale of stand-alone information and data products. Discrete financial information related to a measure of profit or loss for these four revenue groups 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 from the four revenue groups described above during the three months ended March 31, 2015 and 2014: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Advertising and sponsorship | |||||||||
Biopharma and medical device | $ | 75,845 | $ | 68,488 | |||||
OTC, CPG and other | 29,948 | 34,469 | |||||||
105,793 | 102,957 | ||||||||
Private portal services | 29,322 | 24,629 | |||||||
Information services | 8,228 | 6,246 | |||||||
$ | 143,343 | $ | 133,832 | ||||||
Loss Contingencies | Loss Contingencies | ||||||||
The Company accounts for loss contingencies in accordance with Financial Accounting Standards Board (“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 Per Common Share | Net Income Per Common Share | ||||||||
Basic income per common share has been computed using the weighted-average number of shares of Common Stock outstanding during the periods presented. Diluted income 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 | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Net income — Basic | $ | 10,004 | $ | 6,266 | |||||
Interest expense on 1.50% Notes, net of tax | 864 | — | |||||||
Net income — Diluted | $ | 10,868 | $ | 6,266 | |||||
Denominator: | |||||||||
Weighted-average shares — Basic | 36,393 | 39,268 | |||||||
Stock options and restricted stock | 1,378 | 2,584 | |||||||
1.50% Notes | 5,694 | — | |||||||
Adjusted weighted-average shares after assumed conversions — Diluted | 43,465 | 41,852 | |||||||
Net income per common share: | |||||||||
Basic | $ | 0.27 | $ | 0.16 | |||||
Diluted | $ | 0.25 | $ | 0.15 | |||||
The Company has excluded certain of its convertible notes, as well as certain outstanding stock options and restricted stock, from the calculation of diluted income 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 per common share during the periods presented (shares in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Options and restricted stock | 3,168 | 2,646 | |||||||
1.50% Notes | — | 5,681 | |||||||
2.50% Notes | 6,205 | 6,191 | |||||||
2.25% Notes | 3,511 | 3,503 | |||||||
12,884 | 18,021 | ||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||
In April 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. Under the revised guidance, a discontinued operation is defined as a disposal of a component or group of components that represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. The revised guidance is effective for the Company beginning in the quarter ended March 31, 2015. The adoption of the revised guidance did not have an impact on the Company’s consolidated financial statements. | |||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under GAAP. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the revised guidance requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The revised guidance is effective for the Company beginning in the quarter ending March 31, 2017; early adoption is prohibited. The revised guidance is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The Company has not yet determined the impact the revised guidance will have on its consolidated financial statements. | |||||||||
In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The revised guidance is effective for the Company beginning in the quarter ending March 31, 2016; early adoption is permitted. The Company has not yet determined the impact the revised guidance will have on its consolidated financial statements. | |||||||||
In April 2015, the FASB issued ASU No. 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The revised guidance is effective for the Company beginning in the quarter ending March 31, 2016 and is required to be applied retrospectively. Early adoption is permitted. The Company has not yet determined the impact the revised guidance will have on its consolidated financial statements. | |||||||||
In April 2015, the FASB issued ASU No. 2015-05, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides guidance in determining whether a cloud computing arrangement includes a software license. If it is determined that a cloud computing arrangement does include a software license, the software element should be accounted for consistent with the acquisition of other software licenses. If the arrangement does not include a software license, it should be accounted for as a service contract. The revised guidance is effective for the Company beginning in the quarter ending March 31, 2016 and can be applied prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. Early adoption is permitted. The Company has not yet determined the impact the revised guidance will have on its consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
Summary of Revenues from Four Revenue Groups | The following table presents the revenues recognized from the four revenue groups described above during the three months ended March 31, 2015 and 2014: | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Advertising and sponsorship | |||||||||
Biopharma and medical device | $ | 75,845 | $ | 68,488 | |||||
OTC, CPG and other | 29,948 | 34,469 | |||||||
105,793 | 102,957 | ||||||||
Private portal services | 29,322 | 24,629 | |||||||
Information services | 8,228 | 6,246 | |||||||
$ | 143,343 | $ | 133,832 | ||||||
Schedule of Net Income Per Common Shares | Basic income per common share has been computed using the weighted-average number of shares of Common Stock outstanding during the periods presented. Diluted income 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 | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Net income — Basic | $ | 10,004 | $ | 6,266 | |||||
Interest expense on 1.50% Notes, net of tax | 864 | — | |||||||
Net income — Diluted | $ | 10,868 | $ | 6,266 | |||||
Denominator: | |||||||||
Weighted-average shares — Basic | 36,393 | 39,268 | |||||||
Stock options and restricted stock | 1,378 | 2,584 | |||||||
1.50% Notes | 5,694 | — | |||||||
Adjusted weighted-average shares after assumed conversions — Diluted | 43,465 | 41,852 | |||||||
Net income per common share: | |||||||||
Basic | $ | 0.27 | $ | 0.16 | |||||
Diluted | $ | 0.25 | $ | 0.15 | |||||
Weighted Average Number of Potentially Dilutive Common Shares Excluded from Computation of Diluted Income Per Common Share | The Company has excluded certain of its convertible notes, as well as certain outstanding stock options and restricted stock, from the calculation of diluted income 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 per common share during the periods presented (shares in thousands): | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Options and restricted stock | 3,168 | 2,646 | |||||||
1.50% Notes | — | 5,681 | |||||||
2.50% Notes | 6,205 | 6,191 | |||||||
2.25% Notes | 3,511 | 3,503 | |||||||
12,884 | 18,021 | ||||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
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 March 31, 2015 and December 31, 2014: | ||||||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||||||||
Fair Value | Amortized | Fair Value | Gross | Amortized | Fair Value | Gross | |||||||||||||||||||||||
Estimate | Cost Basis | Unrealized | Cost Basis | Unrealized | |||||||||||||||||||||||||
Using: | Gains | Gains | |||||||||||||||||||||||||||
Cash and cash equivalents | Level 1 | $ | 735,292 | $ | 735,292 | $ | — | $ | 706,776 | $ | 706,776 | $ | — | ||||||||||||||||
Available-for-sale security | Level 1 | — | 1,842 | 1,842 | — | 1,603 | 1,603 | ||||||||||||||||||||||
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 March 31, 2015 and December 31, 2014: | ||||||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||||||
2.25% Notes | $ | 252,232 | $ | 253,493 | $ | 252,232 | $ | 254,754 | |||||||||||||||||||||
2.50% Notes | $ | 400,000 | $ | 409,000 | $ | 400,000 | $ | 399,000 | |||||||||||||||||||||
1.50% Notes | $ | 300,000 | $ | 321,000 | $ | 300,000 | $ | 299,250 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||
Schedule of Finite and Indefinite Lived Intangible Assets | Intangible assets consist of the following: | ||||||||||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||||||||||||||||||
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 | (27,650 | ) | 6,407 | 3.3 | 34,057 | (27,126 | ) | 6,931 | 3.6 | |||||||||||||||||||||||
Technology and patents | 17,882 | (15,498 | ) | 2,384 | 2.3 | 17,882 | (15,231 | ) | 2,651 | 2.5 | |||||||||||||||||||||||
Trade names-definite lives | 2,530 | (2,403 | ) | 127 | 0.7 | 2,530 | (2,361 | ) | 169 | 1 | |||||||||||||||||||||||
Trade names-indefinite lives | 4,464 | — | 4,464 | n/a | 4,464 | — | 4,464 | n/a | |||||||||||||||||||||||||
Total | $ | 74,887 | $ | (61,505 | ) | $ | 13,382 | $ | 74,887 | $ | (60,672 | ) | $ | 14,215 | |||||||||||||||||||
(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 for Intangible Assets | Aggregate amortization expense for intangible assets is estimated to be: | ||||||||||||||||||||||||||||||||
Year Ending December 31: | |||||||||||||||||||||||||||||||||
2015 April 1st to December 31st) | $ | 2,488 | |||||||||||||||||||||||||||||||
2016 | $ | 3,120 | |||||||||||||||||||||||||||||||
2017 | $ | 2,044 | |||||||||||||||||||||||||||||||
2018 | $ | 1,266 |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based 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 (a) | |||||||||||||||
Price Per Share | Remaining | ||||||||||||||||
Contractual | |||||||||||||||||
Life (In Years) | |||||||||||||||||
Outstanding at January 1, 2015 | 7,547,526 | $ | 32.69 | ||||||||||||||
Granted | 1,678,500 | 42.52 | |||||||||||||||
Exercised | (313,663 | ) | 18.44 | ||||||||||||||
Cancelled | (137,075 | ) | 29.9 | ||||||||||||||
Outstanding at March 31, 2015 | 8,775,288 | $ | 35.12 | 7.3 | $ | 81,634 | |||||||||||
Vested and exercisable at the end of the period | 3,561,862 | $ | 31.08 | 5 | $ | 49,189 | |||||||||||
(a) | The aggregate intrinsic value is based on the market price of the Company’s Common Stock on March 31, 2015, which was $43.835, 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 March 31, 2015. | ||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 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. | ||||||||||||||||
Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
Expected dividend yield | 0.00% | 0.00% | |||||||||||||||
Expected volatility | 0.46 - 0.48 | 0.48 - 0.49 | |||||||||||||||
Risk-free interest rate | 1.01% - 1.56% | 1.28% - 1.71% | |||||||||||||||
Expected term (years) | 4.1 - 4.7 | 4.3 - 4.9 | |||||||||||||||
Weighted-average fair value of options granted during the period | $ | 16.34 | $ | 17.47 | |||||||||||||
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, 2015 | 904,083 | $ | 35.58 | ||||||||||||||
Granted | 355,920 | 42.75 | |||||||||||||||
Vested | (34,216 | ) | 46.43 | ||||||||||||||
Forfeited | (25,000 | ) | 26.22 | ||||||||||||||
Balance at March 31, 2015 | 1,200,787 | $ | 37.6 | ||||||||||||||
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 | |||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
Stock options | $ | 4,660 | $ | 5,466 | |||||||||||||
Restricted stock | 2,604 | 3,147 | |||||||||||||||
Other | 117 | 77 | |||||||||||||||
Total stock-based compensation expense | $ | 7,381 | $ | 8,690 | |||||||||||||
Included in: | |||||||||||||||||
Cost of operations | $ | 1,389 | $ | 1,464 | |||||||||||||
Sales and marketing | 1,448 | 2,105 | |||||||||||||||
General and administrative | 4,544 | 5,121 | |||||||||||||||
Total stock-based compensation expense | $ | 7,381 | $ | 8,690 | |||||||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
Segment | |
Accounting Policies [Abstract] | |
Reportable operating segments | 1 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Summary of Revenues from Four Revenue Groups (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Summary of revenues relating to public and private portal | ||
Revenue | $143,343 | $133,832 |
Advertising and Sponsorship [Member] | ||
Summary of revenues relating to public and private portal | ||
Revenue | 105,793 | 102,957 |
Advertising and Sponsorship [Member] | Biopharma and Medical Device [Member] | ||
Summary of revenues relating to public and private portal | ||
Revenue | 75,845 | 68,488 |
Advertising and Sponsorship [Member] | OTC, CPG and Other [Member] | ||
Summary of revenues relating to public and private portal | ||
Revenue | 29,948 | 34,469 |
Private Portal Services [Member] | ||
Summary of revenues relating to public and private portal | ||
Revenue | 29,322 | 24,629 |
Information Services [Member] | ||
Summary of revenues relating to public and private portal | ||
Revenue | $8,228 | $6,246 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Schedule of Net Income Per Common Shares (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Numerator: | ||
Net income - Basic | $10,004 | $6,266 |
Interest expense on 1.50% Notes, net of tax | 864 | |
Net income - Diluted | $10,868 | $6,266 |
Denominator: | ||
Weighted-average shares - Basic | 36,393 | 39,268 |
Stock options and restricted stock | 1,378 | 2,584 |
1.50% Notes | 5,694 | |
Adjusted weighted-average shares after assumed conversions - Diluted | 43,465 | 41,852 |
Net income per common share: | ||
Basic | $0.27 | $0.16 |
Diluted | $0.25 | $0.15 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Schedule of Net Income Per Common Shares (Parenthetical) (Detail) | Mar. 31, 2015 |
Accounting Policies [Abstract] | |
Interest on notes | 1.50% |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Weighted Average Number of Potentially Dilutive Common Shares Excluded from Computation of Diluted Income Per Common Share (Detail) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
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 per common share | 12,884 | 18,021 |
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 per common share | 3,168 | 2,646 |
1.50% Convertible Notes Due 2020 [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 per common share | 5,681 | |
2.50% Convertible Notes Due 2018 [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 per common share | 6,205 | 6,191 |
2.25% Convertible Notes Due 2016 [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 per common share | 3,511 | 3,503 |
Convertible_Notes_Additional_I
Convertible Notes - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 11, 2011 | Sep. 10, 2014 | Sep. 11, 2013 | Apr. 04, 2012 | Mar. 14, 2011 | Dec. 31, 2013 | Nov. 26, 2013 | Dec. 31, 2014 | Sep. 30, 2014 |
Debt Instrument [Line Items] | |||||||||||
Interest on convertible notes | 1.50% | ||||||||||
Cash paid to repurchase common stock | $3,219 | $65,052 | |||||||||
2.50% Convertible Notes Due 2018 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible notes due | 400,000 | ||||||||||
Interest on convertible notes | 2.50% | ||||||||||
Debt instrument, maturity date | 31-Jan-18 | ||||||||||
Proceeds from sale of notes | 387,345 | ||||||||||
Cash paid to repurchase common stock | 100,000 | ||||||||||
Common stock repurchased, shares | 1,920,490 | ||||||||||
Common stock repurchased, price per share | $52.07 | ||||||||||
Percentage of principal amount equal to repurchase price | 100.00% | ||||||||||
Principal amount of repurchases remaining | 400,000 | 400,000 | |||||||||
2.50% Convertible Notes Due 2018 [Member] | Before Equitable Adjustment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Conversion price per share of common stock | $66.13 | ||||||||||
Conversion rate of notes per thousand dollar of principal amount | 15.122 | ||||||||||
Common stock available upon conversion | 6,048,800 | ||||||||||
2.50% Convertible Notes Due 2018 [Member] | After Equitable Adjustment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Conversion price per share of common stock | $64.47 | $64.61 | $65.26 | ||||||||
Conversion rate of notes per thousand dollar of principal amount | 15.5118 | 15.4764 | 15.3223 | ||||||||
Common stock available upon conversion | 6,204,720 | 6,190,560 | 6,128,920 | ||||||||
2.25% Convertible Notes Due 2016 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible notes due | 400,000 | ||||||||||
Interest on convertible notes | 2.25% | ||||||||||
Debt instrument, maturity date | 31-Mar-16 | ||||||||||
Proceeds from sale of notes | 387,400 | ||||||||||
Cash paid to repurchase common stock | 50,000 | ||||||||||
Common stock repurchased, shares | 868,507 | ||||||||||
Common stock repurchased, price per share | $57.57 | ||||||||||
Common stock available upon conversion | 3,503,099 | ||||||||||
Percentage of principal amount equal to repurchase price | 100.00% | ||||||||||
Pre-tax loss on repurchase of notes | 4,871 | ||||||||||
Principal amount of repurchases remaining | 252,232 | 252,232 | |||||||||
2.25% Convertible Notes Due 2016 [Member] | Before Equitable Adjustment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Conversion price per share of common stock | $73.69 | ||||||||||
Conversion rate of notes per thousand dollar of principal amount | 13.5704 | ||||||||||
Common stock available upon conversion | 5,428,160 | ||||||||||
2.25% Convertible Notes Due 2016 [Member] | After Equitable Adjustment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Conversion price per share of common stock | $71.84 | $72 | $72.73 | ||||||||
Conversion rate of notes per thousand dollar of principal amount | 13.9202 | 13.8884 | 13.7502 | ||||||||
Common stock available upon conversion | 3,511,120 | 5,555,360 | 5,500,080 | ||||||||
2.25% Convertible Notes Due 2016 [Member] | Privately Negotiated Transaction [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible notes repurchased | 100,000 | ||||||||||
Repurchased amount in cash open market | 101,750 | ||||||||||
2.25% Convertible Notes Due 2016 [Member] | Open Market [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible notes repurchased | 47,768 | ||||||||||
Repurchased amount in cash open market | 48,604 | ||||||||||
1.50% Senior Convertible Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible notes due | 300,000 | ||||||||||
Interest on convertible notes | 1.50% | ||||||||||
Debt instrument, maturity date | 1-Dec-20 | ||||||||||
Proceeds from sale of notes | 291,823 | ||||||||||
Percentage of principal amount equal to repurchase price | 100.00% | ||||||||||
1.50% Senior Convertible Note [Member] | Before Equitable Adjustment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Conversion price per share of common stock | $52.81 | ||||||||||
Conversion rate of notes per thousand dollar of principal amount | 18.9362 | ||||||||||
Common stock available upon conversion | 5,680,860 | ||||||||||
1.50% Senior Convertible Note [Member] | After Equitable Adjustment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Conversion price per share of common stock | $52.69 | ||||||||||
Conversion rate of notes per thousand dollar of principal amount | 18.9795 | ||||||||||
Common stock available upon conversion | 5,693,850 | ||||||||||
1.50% Convertible Notes Due 2020 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount of repurchases remaining | $300,000 | $300,000 | |||||||||
Minimum percentage of consideration received or to be received by holders of common stock for repurchase option | 90.00% |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Financial Assets Measured and Recorded at Fair Value on Recurring Basis (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | ||||
Cash and cash equivalents, Amortized Cost Basis | $735,292 | $706,776 | $778,401 | $824,880 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||||
Fair Value Of Assets And Liabilities Measured On Recurring Basis [Line Items] | ||||
Cash and cash equivalents, Amortized Cost Basis | 735,292 | 706,776 | ||
Cash and cash equivalents, Fair Value | 735,292 | 706,776 | ||
Cash and cash equivalents, Gross Unrealized Gains | 0 | 0 | ||
Available-for-sale-security, Amortized cost basis | 0 | 0 | ||
Available-for-sale-security, Fair value | 1,842 | 1,603 | ||
Available-for-sale-security, Gross unrealized gains | $1,842 | $1,603 |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments - Additional Information (Detail) (Private Equity Funds [Member], USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Private Equity Funds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Carrying Amount | $6,471 |
Acquisition costs | $470 |
Fair_Value_of_Financial_Instru4
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 $) | Mar. 31, 2015 | Dec. 31, 2014 |
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 | $252,232 | $252,232 |
Notes, Fair Value | 253,493 | 254,754 |
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 | 409,000 | 399,000 |
1.50% Senior Convertible Note [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes, Carrying Amount | 300,000 | 300,000 |
Notes, Fair Value | $321,000 | $299,250 |
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 (Parenthetical) (Detail) | Mar. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes, Interest Rate | 1.50% | |
Level 1 [Member] | 2.25% Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes, Interest Rate | 2.25% | 2.25% |
Level 1 [Member] | 2.50% Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes, Interest Rate | 2.50% | 2.50% |
Level 1 [Member] | 1.50% Senior Convertible Note [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes, Interest Rate | 1.50% | 1.50% |
Equity_Additional_Information_
Equity - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Nov. 30, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Oct. 31, 2011 | Aug. 31, 2011 |
Equity, Class of Treasury Stock [Line Items] | ||||||||
Cash paid to repurchase common stock | $3,219 | $65,052 | ||||||
2011 Program [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Stock repurchase program authorized additional amount | 23,895 | 30,000 | 40,000 | 50,000 | 75,000 | |||
Common stock repurchased, shares | 83,504 | 1,594,904 | ||||||
Cash paid to repurchase common stock | 3,219 | 67,506 | 2,454 | |||||
Purchase of treasury stock shares | 60,049 | |||||||
Stock repurchase program, remaining authorized repurchase amount | 31,792 | |||||||
2011 Program [Member] | Maximum [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Funds authorized to repurchase common stock | $75,000 |
Intangible_Assets_Schedule_of_
Intangible Assets - Schedule of Finite and Indefinite Lived Intangible Assets (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite and finite lived intangible assets, Gross Carrying Amount | $74,887 | $74,887 |
Intangible Assets, Accumulated Amortization | -61,505 | -60,672 |
Indefinite and finite lived intangible assets, Net | 13,382 | 14,215 |
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 |
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 | -27,650 | -27,126 |
Finite lived intangible assets, Net | 6,407 | 6,931 |
Intangible Assets, Weighted Average Remaining Useful Life | 3 years 3 months 18 days | 3 years 7 months 6 days |
Technology and Patents [Member] | ||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, Gross Carrying Amount | 17,882 | 17,882 |
Intangible Assets, Accumulated Amortization | -15,498 | -15,231 |
Finite lived intangible assets, Net | 2,384 | 2,651 |
Intangible Assets, Weighted Average Remaining Useful Life | 2 years 3 months 18 days | 2 years 6 months |
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 | -2,403 | -2,361 |
Finite lived intangible assets, Net | 127 | 169 |
Intangible Assets, Weighted Average Remaining Useful Life | 8 months 12 days | 1 year |
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 | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortization expense | $833 | $568 |
Intangible_Assets_Amortization
Intangible Assets - Amortization Expense for Intangible Assets (Detail) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2015 (April 1st to December 31st) | $2,488 |
2016 | 3,120 |
2017 | 2,044 |
2018 | $1,266 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | Dec. 09, 2013 | Jun. 27, 2013 |
Contingencies And Commitments [Line Items] | ||
Outstanding claims | $1,965 | |
Everest Reinsurance Company [Member] | ||
Contingencies And Commitments [Line Items] | ||
Outstanding claims | 1,965 | |
Claim filed under stop loss policy | $2,935 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional information (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Shares authorized under 2005 Plan | 23,275,000 | |
Common stock available for future grants | 354,049 | |
Proceeds from exercise of stock options | $4,488 | $17,482 |
Employee withholding tax paid | 1,044 | 5,326 |
Combined value of stock options exercised and vested restricted stock | 9,135 | 25,983 |
Stock-based compensation expense | 7,381 | 8,690 |
Unrecognized stock-based compensation expense related to unvested awards | 81,620 | |
Period for recognition of unrecognized stock based compensation expense | 2 years 9 months 18 days | |
Percentage of tax benefit attributable to stock-based compensation | 38.00% | 39.00% |
Directors [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock-based compensation expense | 117 | 77 |
Stock Options [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Expiration period from grant date | 10 years | |
Stock-based compensation expense | $4,660 | $5,466 |
Minimum [Member] | Stock Options [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Share based compensation arrangement by share based payment award, award vesting period | 2 years | |
Maximum [Member] | Stock Options [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Share based compensation arrangement by share based payment award, award vesting period | 5 years |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Share-Based Compensation, Stock Options, Activity (Detail) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Shares Outstanding, Beginning Balance | 7,547,526 |
Granted, Shares | 1,678,500 |
Exercised, Shares | -313,663 |
Cancelled, Shares | -137,075 |
Shares Outstanding, Ending Balance | 8,775,288 |
Vested and Exercisable, Shares | 3,561,862 |
Weighted Average Exercise Price Per Share, Outstanding, at the beginning of the period | $32.69 |
Weighted Average Exercise Price Per Share, Granted | $42.52 |
Weighted Average Exercise Price Per Share, Exercised | $18.44 |
Weighted Average Exercise Price Per Share, Cancelled | $29.90 |
Weighted Average Exercise Price Per Share, Outstanding, at the end of the period | $35.12 |
Weighted Average Exercise Price per Share, Vested and exercisable at the end of the period | $31.08 |
Weighted Average Remaining Contractual Life (In Years), Outstanding | 7 years 3 months 18 days |
Weighted Average Remaining Contractual Life (In Years), Vested and exercisable at the end of the period | 5 years |
Aggregate Intrinsic Value, Outstanding | $81,634 |
Aggregate Intrinsic Value, Vested and Exercisable | $49,189 |
StockBased_Compensation_Schedu1
Stock-Based Compensation - Schedule of Share-Based Compensation, Stock Options, Activity (Parenthetical) (Detail) (USD $) | Mar. 31, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Market price of common stock | $43.84 |
StockBased_Compensation_Schedu2
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected volatility, Minimum | 46.00% | 48.00% |
Expected volatility, Maximum | 48.00% | 49.00% |
Risk-free interest rate, Minimum | 1.01% | 1.28% |
Risk-free interest rate, Maximum | 1.56% | 1.71% |
Weighted-average fair value of options granted during the period | $16.34 | $17.47 |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 4 years 1 month 6 days | 4 years 3 months 18 days |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 4 years 8 months 12 days | 4 years 10 months 24 days |
StockBased_Compensation_Schedu3
Stock-Based Compensation - Schedule of Share-based Compensation, Restricted Stock Awards, Activity (Detail) (Restricted Stock [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
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 | 904,083 |
Restricted Stock Awards, Shares, Granted | 355,920 |
Restricted Stock Awards, Shares, Vested | -34,216 |
Restricted Stock Awards, Shares, Forfeited | -25,000 |
Restricted Stock Awards, Shares, Balance at the end of the year | 1,200,787 |
Weighted Average Grant Date Fair Value, Balance at the beginning of the year | $35.58 |
Weighted Average Grant Date Fair Value, Granted | $42.75 |
Weighted Average Grant Date Fair Value, Vested | $46.43 |
Weighted Average Grant Date Fair Value, Forfeited | $26.22 |
Weighted Average Grant Date Fair Value, Ending Balance | $37.60 |
StockBased_Compensation_Schedu4
Stock-Based Compensation - Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $7,381 | $8,690 |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 4,660 | 5,466 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 2,604 | 3,147 |
Other [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 117 | 77 |
Cost of Operations [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,389 | 1,464 |
Sales and Marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,448 | 2,105 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $4,544 | $5,121 |