Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 02, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | WBMD | |
Entity Registrant Name | WEBMD HEALTH CORP. | |
Entity Central Index Key | 1,326,583 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 37,479,746 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 612,332 | $ 706,776 |
Accounts receivable, net of allowance for doubtful accounts of $914 at September 30, 2015 and $631 at December 31, 2014 | 147,007 | 136,806 |
Prepaid expenses and other current assets | 19,199 | 13,877 |
Deferred tax assets | 12,627 | 18,147 |
Total current assets | 791,165 | 875,606 |
Property and equipment, net | 64,930 | 59,573 |
Goodwill | 202,980 | 202,980 |
Intangible assets, net | 11,716 | 14,215 |
Deferred tax assets | 2,546 | 18,947 |
Other assets | 21,585 | 26,236 |
TOTAL ASSETS | 1,094,922 | 1,197,557 |
Current liabilities: | ||
Accrued expenses | 68,317 | 72,658 |
Deferred revenue | 105,065 | 89,785 |
Total current liabilities | 276,064 | 162,443 |
Other long-term liabilities | $ 21,965 | $ 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 September 30, 2015 and December 31, 2014 | $ 574 | $ 574 |
Additional paid-in capital | 9,217,222 | 9,214,800 |
Treasury stock, at cost; 20,974,830 shares at September 30, 2015 and 21,084,995 shares at December 31, 2014 | (688,824) | (685,659) |
Accumulated other comprehensive income | 460 | 976 |
Accumulated deficit | (8,432,539) | (8,469,102) |
Stockholders' equity | 96,893 | 61,589 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,094,922 | 1,197,557 |
2.25% Convertible Notes Due 2016 [Member] | ||
Current liabilities: | ||
convertible notes current | 102,682 | |
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 ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance for doubtful accounts | $ 914 | $ 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 | 20,974,830 | 21,084,995 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 152,607 | $ 143,490 | $ 444,270 | $ 417,722 |
Cost of operations | 59,552 | 56,398 | 177,836 | 163,418 |
Sales and marketing | 32,850 | 32,950 | 97,896 | 99,182 |
General and administrative | 22,942 | 23,243 | 67,397 | 69,363 |
Depreciation and amortization | 7,266 | 7,667 | 23,103 | 22,037 |
Interest income | 10 | 19 | 36 | 51 |
Interest expense | 5,681 | 6,171 | 18,024 | 18,515 |
Loss on convertible notes | 2,058 | 2,058 | ||
Gain on investments | 139 | |||
Other expense | 4,100 | |||
Income before income tax provision | 22,268 | 17,080 | 54,031 | 45,258 |
Income tax provision | 9,080 | 7,275 | 17,468 | 19,471 |
Net income | $ 13,188 | $ 9,805 | $ 36,563 | $ 25,787 |
Net income per common share: | ||||
Basic | $ 0.36 | $ 0.26 | $ 1 | $ 0.67 |
Diluted | $ 0.32 | $ 0.23 | $ 0.89 | $ 0.61 |
Weighted-average shares outstanding used in computing per share amounts: | ||||
Basic | 36,721 | 37,960 | 36,606 | 38,349 |
Diluted | 49,958 | 45,757 | 49,912 | 46,364 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 13,188 | $ 9,805 | $ 36,563 | $ 25,787 |
Other comprehensive loss, net of tax: | ||||
Net change in unrealized gains on available-for-sale securities | (605) | (516) | ||
Total other comprehensive loss, net of tax | (605) | (516) | ||
Comprehensive income | $ 12,583 | $ 9,805 | $ 36,047 | $ 25,787 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 36,563 | $ 25,787 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 23,103 | 22,037 |
Non-cash interest, net | 3,276 | 3,384 |
Non-cash stock-based compensation | 24,731 | 24,725 |
Deferred income taxes | (7,246) | 6,791 |
Loss on convertible notes | 2,058 | |
Gain on investments | (139) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (10,201) | 10,784 |
Prepaid expenses and other, net | (5,692) | (2,429) |
Accrued expenses and other long-term liabilities | (4,555) | (9,319) |
Deferred revenue | 15,280 | (901) |
Net cash provided by operating activities | 77,178 | 80,859 |
Cash flows from investing activities: | ||
Cash paid in business combination | (3,182) | |
Proceeds from sale of investments | 139 | |
Purchases of property and equipment | (25,638) | (17,964) |
Net cash used in investing activities | (25,499) | (21,146) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 15,185 | 35,857 |
Cash used for withholding taxes due on stock-based awards | (3,836) | (31,294) |
Repurchase of convertible notes | (151,038) | |
Repurchase of shares through tender offers | (97,560) | |
Purchases of treasury stock | (28,406) | (103,602) |
Excess tax benefit on stock-based awards | 21,972 | 11,853 |
Net cash used in financing activities | (146,123) | (184,746) |
Net decrease in cash and cash equivalents | (94,444) | (125,033) |
Cash and cash equivalents at beginning of period | 706,776 | 824,880 |
Cash and cash equivalents at end of period | $ 612,332 | $ 699,847 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 WebMD Health Services Advertising and Sponsorship The WebMD Health Network www.WebMD.com www.Medscape.com WebMD Magazine Private Portal Services WebMD Health Services WebMD Health Services WebMD Health Services WebMD Health Services Information Services. Interim Financial Statements The unaudited consolidated financial statements of the Company have been prepared by management and reflect all adjustments (consisting of only normal recurring adjustments) that, in the opinion of management, are necessary for a fair presentation of the interim periods presented. The results of operations for the three and nine months ended September 30, 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 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 and nine months ended September 30, 2015 and 2014: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Advertising and sponsorship Biopharma and medical device $ 89,870 $ 85,118 $ 251,692 $ 235,587 OTC, CPG and other 28,850 27,370 89,047 91,342 118,720 112,488 340,739 326,929 Private portal services 27,460 25,795 83,223 74,612 Information services 6,427 5,207 20,308 16,181 $ 152,607 $ 143,490 $ 444,270 $ 417,722 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. Income Taxes The income tax provision during the nine months ended September 30, 2015 includes a non-cash income tax benefit of $4,724 due to the reversal of an income tax valuation allowance. This benefit reflects a correcting adjustment, made in the quarter ended June 30, 2015, to the income tax valuation allowance originally recorded during the year ended December 31, 2012, which increased the Company’s net loss in that year. Additionally, during the nine months ended September 30, 2015, the Company decreased its current and long-term deferred tax assets by $7,714 and $21,785, respectively, and decreased additional paid-in capital by $29,499. These amounts reflect correcting adjustments, made in the quarter ended June 30, 2015, related to the realization of excess tax benefits for share-based payments during the years ended December 31, 2011 and 2010. The Company determined that the effect of the items being adjusted was not material to any previously issued interim or annual financial statements. 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 Nine Months Ended 2015 2014 2015 2014 Numerator: Net income — Basic $ 13,188 $ 9,805 $ 36,563 $ 25,787 Interest expense on 1.50% Notes, net of tax 864 864 2,592 2,592 Interest expense on 2.50% Notes, net of tax 1,797 — 5,392 — Net income — Diluted $ 15,849 $ 10,669 $ 44,547 $ 28,379 Denominator: Weighted-average shares — Basic 36,721 37,960 36,606 38,349 Stock options and restricted stock 1,338 2,113 1,407 2,333 1.50% Notes 5,694 5,684 5,694 5,682 2.50% Notes 6,205 — 6,205 — Adjusted weighted-average shares after assumed conversions — Diluted 49,958 45,757 49,912 46,364 Net income per common share: Basic $ 0.36 $ 0.26 $ 1.00 $ 0.67 Diluted $ 0.32 $ 0.23 $ 0.89 $ 0.61 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 Nine Months Ended 2015 2014 2015 2014 Options and restricted stock 4,235 2,012 3,672 2,529 2.25% Notes 2,516 3,505 3,180 3,504 2.50% Notes — 6,194 — 6,192 6,751 11,711 6,852 12,225 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 In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, 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, In April 2015, the FASB issued ASU No. 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs 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 In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 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 were convertible into 3,511,120 shares of Common Stock following the September 10, 2014 adjustment. During the three and nine months ended September 30, 2015, the Company repurchased $149,550 principal amount of its 2.25% Notes for $151,038 in cash in privately negotiated transactions. The Company recognized a pre-tax loss of $2,058 during the three and nine months ended September 30, 2015 related to these repurchases. The loss included the expensing of the remaining deferred issuance costs outstanding related to the repurchased notes. After these repurchases, the remaining principal amount of the 2.25% Notes outstanding was $102,682, which, in the aggregate, is convertible into 1,429,354 shares of Common Stock. Under the terms of the 2.25% Notes, if the Company undergoes certain change of control transactions prior to the maturity date of the 2.25% Notes, holders of the 2.25% Notes will have the right, at their option, to require the Company to repurchase some or all of their 2.25% Notes at a repurchase price equal to 100% of the principal amount of the 2.25% Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. At the Company’s option, and to the extent permitted by the applicable rules of the Nasdaq Global Select Market (or the applicable rules of such other exchange on which the Company’s Common Stock may be listed), instead of paying the repurchase price in cash, the Company may pay the repurchase price in shares of its Common Stock or a combination of cash and shares of its Common Stock. However, in the case of certain change of control transactions in which the Company is acquired by a public company, the Company may elect to provide for conversion of the 2.25% Notes into acquirer common stock, in which case the repurchase option would not apply. 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 Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 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 September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Fair Value Using: Amortized Fair Value Gross Amortized Fair Value Gross Cash and cash equivalents Level 1 $ 612,332 $ 612,332 $ — $ 706,776 $ 706,776 $ — Available-for-sale security Level 1 — 755 755 — 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 following table reconciles the beginning and ending balances of the Company’s available-for-sale security: Nine Months Fair value as of the beginning of the period $ 1,603 Cash proceeds received (139 ) Gain included in earnings 139 Change in unrealized gains included in other comprehensive income (848 ) Fair value as of the end of the period $ 755 During the nine months ended September 30, 2015, the Company recorded a gain on investments of $139, which represents the proceeds received by the Company when it sold a portion of its available-for-sale security. 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 September 30, 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 September 30, 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 September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Carrying Fair Value Carrying Fair Value 2.25% Notes $ 102,682 $ 103,452 $ 252,232 $ 254,754 2.50% Notes $ 400,000 $ 403,480 $ 400,000 $ 399,000 1.50% Notes $ 300,000 $ 299,250 $ 300,000 $ 299,250 |
Equity
Equity | 9 Months Ended |
Sep. 30, 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. Additionally, on September 12, 2015, the Company’s Board of Directors authorized an increase to the Program of $27,451, bringing the total available under the Program to $40,000. During the three and nine months ended September 30, 2015, the Company repurchased 557,776 shares and 688,467 shares, respectively, at an aggregate cost of $23,055 and $28,406, respectively, under the Program. During the three and nine months ended September 30, 2014, the Company repurchased 25,000 shares and 2,484,087 shares, respectively, at an aggregate cost of $1,249 and $103,602, respectively, under the Program. As of September 30, 2015, $34,056 remained available for repurchases under the Program. Tender Offer On September 9, 2014, the Company completed a tender offer (the “2014 Tender Offer”) through which it repurchased 2,000,000 shares of its Common Stock at a price of $48.50 per share for total consideration of $97,560, which includes $560 of costs directly attributable to the purchase. The shares repurchased through the 2014 Tender Offer are reflected as treasury stock in the accompanying consolidated balance sheets. Accumulated Other Comprehensive Income Accumulated other comprehensive income in the accompanying consolidated balance sheets as of September 30, 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 | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. Intangible Assets Intangible assets consist of the following: September 30, 2015 December 31, 2014 Gross Accumulated Net Weighted (a) Gross Accumulated Net Weighted (a) Content $ 15,954 $ (15,954 ) $ — — $ 15,954 $ (15,954 ) $ — — Customer relationships 34,057 (28,695 ) 5,362 2.9 34,057 (27,126 ) 6,931 3.6 Technology and patents 17,882 (16,029 ) 1,853 1.8 17,882 (15,231 ) 2,651 2.5 Trade names-definite lives 2,530 (2,493 ) 37 0.2 2,530 (2,361 ) 169 1.0 Trade names-indefinite lives 4,464 — 4,464 n/a 4,464 — 4,464 n/a Total $ 74,887 $ (63,171 ) $ 11,716 $ 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. In July 2014, the Company acquired the assets of TheraSim, Inc. for $3,182 in cash. TheraSim’s technology provides the content and programming for certain of the Company’s sponsorship services. The purchase price was allocated to an intangible asset, “Technology,” is being amortized over a 3-year term and is included within “Technology and Patents” in the above table. Amortization expense was $833 and $2,499 during the three and nine months ended September 30, 2015, respectively, and $833 and $1,968 during the three and nine months ended September 30, 2014, respectively. Aggregate amortization expense for intangible assets is estimated to be: Year Ending December 31: 2015 (October 1st to December 31st) $ 822 2016 $ 3,120 2017 $ 2,044 2018 $ 1,266 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Legal Proceedings Dual Diagnosis Treatment Center, et al. v. Blue Cross of California, et al. On May 8, 2015, six providers of substance abuse and/or mental health treatment services located in the States of California, Arizona and Florida filed an action in the United States District Court for the Central District of California against twenty-eight (28) Blue Cross and Blue Shield companies (collectively “Blue Cross”), as well as at least forty-one (41) health and benefit plans, including the WebMD Health and Welfare Plan (the “Health Plan”). Horizon Blue Cross Blue Shield of New Jersey, one of the Blue Cross companies named as a defendant, serves as third-party claims administrator for the Health Plan, a welfare plan sponsored by the Company under the applicable provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Company self-insures (up to the deductible amount under the Company’s stop loss insurance policy) the group health plan component of the Health Plan. The Company serves as “plan administrator” for the Health Plan under ERISA. The plaintiffs, “out-of-network” providers to Blue Cross, claim that Blue Cross improperly ignored assignments of benefits received by the plaintiffs from the individual plan participants and sent payments directly to such individual participants who then failed to remit those payments to the providers. Plaintiffs claim that defendants’ failures to honor the assignments violate ERISA and state law and they seek recovery for benefit claims in unspecified amounts that they claim have been paid to the wrong party together with attorney fees, as well as removal of all fiduciaries who are found to have breached ERISA-imposed duties under the relevant health and benefit plans on account of such conduct, and injunctive relief to enjoin Blue Cross from alleged unlawful practices regarding assignments of benefits. The Company has not yet filed an answer to the complaint. On September 14, 2015, the defendants in the case, including the Company, filed a motion to dismiss the complaint for failure to state a claim. Thereafter, the plaintiffs amended the complaint and added new parties. The Company has received an extension of its time to respond to the amended complaint, but intends to renew its motion to dismiss once all new parties have been served and have appeared in the case. The Company is unable to predict the outcome of this action or to reasonably estimate the possible loss or range of loss, if any, arising from the claims asserted therein. 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. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 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 September 30, 2015, subject to adjustment in accordance with the terms of the 2005 Plan. The Company had an aggregate of 555,497 shares of Common Stock available for future grants under the 2005 Plan at September 30, 2015. At the Company’s Annual Meeting of Stockholders held on October 1, 2015, the Company’s stockholders approved an amendment to the 2005 Plan to increase the number of shares of Common Stock issuable under the 2005 Plan by 1,700,000 shares. 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 (a) Outstanding at January 1, 2015 7,547,526 $ 32.69 Granted 2,013,900 42.68 Exercised (715,969 ) 23.17 Cancelled (649,573 ) 36.92 Outstanding at September 30, 2015 8,195,884 $ 35.64 7.0 $ 49,106 Vested and exercisable at the end of the period 3,928,259 $ 31.38 5.1 $ 39,825 (a) The aggregate intrinsic value is based on the market price of the Company’s Common Stock on September 30, 2015, which was $39.84, less the applicable exercise price of the underlying option. This aggregate intrinsic value represents the amount that would have been realized if all the option holders had exercised their options on September 30, 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. Nine Months Ended September 30, 2015 2014 Expected dividend yield 0.0% 0.0% Expected volatility 0.44 - 0.48 0.47 - 0.49 Risk-free interest rate 1.01% - 1.56% 1.28% - 1.72% Expected term (years) 4.1 - 4.7 4.2 - 5.0 Weighted-average fair value of options granted during the period $ 16.31 $ 18.17 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 Balance at January 1, 2015 904,083 $ 35.58 Granted 420,920 42.93 Vested (217,133 ) 34.49 Forfeited (114,350 ) 33.34 Balance at September 30, 2015 993,520 $ 39.20 Proceeds received from the exercise of options to purchase shares of the Company’s Common Stock were $3,532 and $15,185 during the three and nine months ended September 30, 2015, respectively, and $5,710 and $35,857 during the three and nine months ended September 30, 2014, respectively. Additionally, in connection with the exercise of certain stock options and the vesting of restricted stock, the Company made payments of $876 and $3,836 during the three and nine months ended September 30, 2015, respectively, and $20,955 and $31,294 during the three and nine months ended September 30, 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 $5,641 and $24,423 for the three and nine months ended September 30, 2015, respectively, and $46,967 and $92,462 for the three and nine months ended September 30, 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 $350 of stock-based compensation expense for the three and nine months ended September 30, 2015, respectively, and $77 and $231 of stock-based compensation expense for the three and nine months ended September 30, 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 Nine Months Ended 2015 2014 2015 2014 Stock options $ 5,771 $ 5,612 $ 15,704 $ 16,031 Restricted stock 3,254 2,713 8,677 8,463 Other 117 77 350 231 Total stock-based compensation expense $ 9,142 $ 8,402 $ 24,731 $ 24,725 Included in: Cost of operations $ 1,370 $ 1,663 $ 3,791 $ 4,556 Sales and marketing 1,968 1,863 5,099 5,662 General and administrative 5,804 4,876 15,841 14,507 Total stock-based compensation expense $ 9,142 $ 8,402 $ 24,731 $ 24,725 As of September 30, 2015, approximately $65,850 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 2.5 years, related to the Plans. Tax benefits attributable to stock-based compensation represented 38% of stock-based compensation expense for the three and nine months ended September 30, 2015 and 39% of stock-based compensation expense for the three and nine months ended September 30, 2014. |
Other Expense
Other Expense | 9 Months Ended |
Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | |
Other Expense | 8. Other Expense Other expense for the nine months ended September 30, 2015 represents a charge related to the resolution of a patent infringement claim made by International Business Machines Corporation against the Company . |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 WebMD Health Services Advertising and Sponsorship The WebMD Health Network www.WebMD.com www.Medscape.com WebMD Magazine Private Portal Services WebMD Health Services WebMD Health Services WebMD Health Services WebMD Health Services Information Services. |
Interim Financial Statements | Interim Financial Statements The unaudited consolidated financial statements of the Company have been prepared by management and reflect all adjustments (consisting of only normal recurring adjustments) that, in the opinion of management, are necessary for a fair presentation of the interim periods presented. The results of operations for the three and nine months ended September 30, 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 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 and nine months ended September 30, 2015 and 2014: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Advertising and sponsorship Biopharma and medical device $ 89,870 $ 85,118 $ 251,692 $ 235,587 OTC, CPG and other 28,850 27,370 89,047 91,342 118,720 112,488 340,739 326,929 Private portal services 27,460 25,795 83,223 74,612 Information services 6,427 5,207 20,308 16,181 $ 152,607 $ 143,490 $ 444,270 $ 417,722 |
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. |
Income Taxes | Income Taxes The income tax provision during the nine months ended September 30, 2015 includes a non-cash income tax benefit of $4,724 due to the reversal of an income tax valuation allowance. This benefit reflects a correcting adjustment, made in the quarter ended June 30, 2015, to the income tax valuation allowance originally recorded during the year ended December 31, 2012, which increased the Company’s net loss in that year. Additionally, during the nine months ended September 30, 2015, the Company decreased its current and long-term deferred tax assets by $7,714 and $21,785, respectively, and decreased additional paid-in capital by $29,499. These amounts reflect correcting adjustments, made in the quarter ended June 30, 2015, related to the realization of excess tax benefits for share-based payments during the years ended December 31, 2011 and 2010. The Company determined that the effect of the items being adjusted was not material to any previously issued interim or annual financial statements. |
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 Nine Months Ended 2015 2014 2015 2014 Numerator: Net income — Basic $ 13,188 $ 9,805 $ 36,563 $ 25,787 Interest expense on 1.50% Notes, net of tax 864 864 2,592 2,592 Interest expense on 2.50% Notes, net of tax 1,797 — 5,392 — Net income — Diluted $ 15,849 $ 10,669 $ 44,547 $ 28,379 Denominator: Weighted-average shares — Basic 36,721 37,960 36,606 38,349 Stock options and restricted stock 1,338 2,113 1,407 2,333 1.50% Notes 5,694 5,684 5,694 5,682 2.50% Notes 6,205 — 6,205 — Adjusted weighted-average shares after assumed conversions — Diluted 49,958 45,757 49,912 46,364 Net income per common share: Basic $ 0.36 $ 0.26 $ 1.00 $ 0.67 Diluted $ 0.32 $ 0.23 $ 0.89 $ 0.61 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 Nine Months Ended 2015 2014 2015 2014 Options and restricted stock 4,235 2,012 3,672 2,529 2.25% Notes 2,516 3,505 3,180 3,504 2.50% Notes — 6,194 — 6,192 6,751 11,711 6,852 12,225 |
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 In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, 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, In April 2015, the FASB issued ASU No. 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs 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 In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2015 and 2014: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Advertising and sponsorship Biopharma and medical device $ 89,870 $ 85,118 $ 251,692 $ 235,587 OTC, CPG and other 28,850 27,370 89,047 91,342 118,720 112,488 340,739 326,929 Private portal services 27,460 25,795 83,223 74,612 Information services 6,427 5,207 20,308 16,181 $ 152,607 $ 143,490 $ 444,270 $ 417,722 |
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 Nine Months Ended 2015 2014 2015 2014 Numerator: Net income — Basic $ 13,188 $ 9,805 $ 36,563 $ 25,787 Interest expense on 1.50% Notes, net of tax 864 864 2,592 2,592 Interest expense on 2.50% Notes, net of tax 1,797 — 5,392 — Net income — Diluted $ 15,849 $ 10,669 $ 44,547 $ 28,379 Denominator: Weighted-average shares — Basic 36,721 37,960 36,606 38,349 Stock options and restricted stock 1,338 2,113 1,407 2,333 1.50% Notes 5,694 5,684 5,694 5,682 2.50% Notes 6,205 — 6,205 — Adjusted weighted-average shares after assumed conversions — Diluted 49,958 45,757 49,912 46,364 Net income per common share: Basic $ 0.36 $ 0.26 $ 1.00 $ 0.67 Diluted $ 0.32 $ 0.23 $ 0.89 $ 0.61 |
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 Nine Months Ended 2015 2014 2015 2014 Options and restricted stock 4,235 2,012 3,672 2,529 2.25% Notes 2,516 3,505 3,180 3,504 2.50% Notes — 6,194 — 6,192 6,751 11,711 6,852 12,225 |
Fair Value of Financial Instr17
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Fair Value Using: Amortized Fair Value Gross Amortized Fair Value Gross Cash and cash equivalents Level 1 $ 612,332 $ 612,332 $ — $ 706,776 $ 706,776 $ — Available-for-sale security Level 1 — 755 755 — 1,603 1,603 |
Reconciliation of Beginning and Ending Balances of Available-for-sale Security | The following table reconciles the beginning and ending balances of the Company’s available-for-sale security: Nine Months Fair value as of the beginning of the period $ 1,603 Cash proceeds received (139 ) Gain included in earnings 139 Change in unrealized gains included in other comprehensive income (848 ) Fair value as of the end of the period $ 755 |
Carrying Value and Estimated Fair Value of Company's Convertible Notes that are Carried at Historical Cost | The following table presents the carrying value and estimated fair value (based on Level 1 market price data) of the Company’s convertible notes that were carried at historical cost as of September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Carrying Fair Value Carrying Fair Value 2.25% Notes $ 102,682 $ 103,452 $ 252,232 $ 254,754 2.50% Notes $ 400,000 $ 403,480 $ 400,000 $ 399,000 1.50% Notes $ 300,000 $ 299,250 $ 300,000 $ 299,250 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite and Indefinite Lived Intangible Assets | Intangible assets consist of the following: September 30, 2015 December 31, 2014 Gross Accumulated Net Weighted (a) Gross Accumulated Net Weighted (a) Content $ 15,954 $ (15,954 ) $ — — $ 15,954 $ (15,954 ) $ — — Customer relationships 34,057 (28,695 ) 5,362 2.9 34,057 (27,126 ) 6,931 3.6 Technology and patents 17,882 (16,029 ) 1,853 1.8 17,882 (15,231 ) 2,651 2.5 Trade names-definite lives 2,530 (2,493 ) 37 0.2 2,530 (2,361 ) 169 1.0 Trade names-indefinite lives 4,464 — 4,464 n/a 4,464 — 4,464 n/a Total $ 74,887 $ (63,171 ) $ 11,716 $ 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 (October 1st to December 31st) $ 822 2016 $ 3,120 2017 $ 2,044 2018 $ 1,266 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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 (a) Outstanding at January 1, 2015 7,547,526 $ 32.69 Granted 2,013,900 42.68 Exercised (715,969 ) 23.17 Cancelled (649,573 ) 36.92 Outstanding at September 30, 2015 8,195,884 $ 35.64 7.0 $ 49,106 Vested and exercisable at the end of the period 3,928,259 $ 31.38 5.1 $ 39,825 (a) The aggregate intrinsic value is based on the market price of the Company’s Common Stock on September 30, 2015, which was $39.84, less the applicable exercise price of the underlying option. This aggregate intrinsic value represents the amount that would have been realized if all the option holders had exercised their options on September 30, 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. Nine Months Ended September 30, 2015 2014 Expected dividend yield 0.0% 0.0% Expected volatility 0.44 - 0.48 0.47 - 0.49 Risk-free interest rate 1.01% - 1.56% 1.28% - 1.72% Expected term (years) 4.1 - 4.7 4.2 - 5.0 Weighted-average fair value of options granted during the period $ 16.31 $ 18.17 |
Schedule of Share-based Compensation, Restricted Stock Awards, Activity | The following table summarizes the activity of the Company’s Restricted Stock: Shares Weighted Balance at January 1, 2015 904,083 $ 35.58 Granted 420,920 42.93 Vested (217,133 ) 34.49 Forfeited (114,350 ) 33.34 Balance at September 30, 2015 993,520 $ 39.20 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The following table summarizes the components and classification of stock-based compensation expense: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Stock options $ 5,771 $ 5,612 $ 15,704 $ 16,031 Restricted stock 3,254 2,713 8,677 8,463 Other 117 77 350 231 Total stock-based compensation expense $ 9,142 $ 8,402 $ 24,731 $ 24,725 Included in: Cost of operations $ 1,370 $ 1,663 $ 3,791 $ 4,556 Sales and marketing 1,968 1,863 5,099 5,662 General and administrative 5,804 4,876 15,841 14,507 Total stock-based compensation expense $ 9,142 $ 8,402 $ 24,731 $ 24,725 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)Segment | |
Summary Of Significant Accounting Policies [Line Items] | |
Reportable operating segments | Segment | 1 |
Non-cash income tax benefit due to the reversal of an income tax valuation allowance | $ (4,724) |
Decreased additional paid-in capital | (29,499) |
Current Deferred Income Tax Assets [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Decrease in deferred tax assets | (7,714) |
Long-Term Deferred Income Tax Assets [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Decrease in deferred tax assets | $ (21,785) |
Summary of Significant Accoun21
Summary of Significant Accounting Policies - Summary of Revenues from Four Revenue Groups (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Summary of revenues relating to public and private portal | ||||
Revenue | $ 152,607 | $ 143,490 | $ 444,270 | $ 417,722 |
Advertising and Sponsorship [Member] | ||||
Summary of revenues relating to public and private portal | ||||
Revenue | 118,720 | 112,488 | 340,739 | 326,929 |
Advertising and Sponsorship [Member] | Biopharma and Medical Device [Member] | ||||
Summary of revenues relating to public and private portal | ||||
Revenue | 89,870 | 85,118 | 251,692 | 235,587 |
Advertising and Sponsorship [Member] | OTC, CPG and Other [Member] | ||||
Summary of revenues relating to public and private portal | ||||
Revenue | 28,850 | 27,370 | 89,047 | 91,342 |
Private Portal Services [Member] | ||||
Summary of revenues relating to public and private portal | ||||
Revenue | 27,460 | 25,795 | 83,223 | 74,612 |
Information Services [Member] | ||||
Summary of revenues relating to public and private portal | ||||
Revenue | $ 6,427 | $ 5,207 | $ 20,308 | $ 16,181 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies - Schedule of Net Income Per Common Shares (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net income - Basic | $ 13,188 | $ 9,805 | $ 36,563 | $ 25,787 |
Net income - Diluted | $ 15,849 | $ 10,669 | $ 44,547 | $ 28,379 |
Denominator: | ||||
Weighted-average shares - Basic | 36,721 | 37,960 | 36,606 | 38,349 |
Stock options and restricted stock | 1,338 | 2,113 | 1,407 | 2,333 |
Adjusted weighted-average shares after assumed conversions - Diluted | 49,958 | 45,757 | 49,912 | 46,364 |
Net income per common share: | ||||
Basic | $ 0.36 | $ 0.26 | $ 1 | $ 0.67 |
Diluted | $ 0.32 | $ 0.23 | $ 0.89 | $ 0.61 |
1.50% Convertible Notes Due 2020 [Member] | ||||
Numerator: | ||||
Interest expense, net of tax | $ 864 | $ 864 | $ 2,592 | $ 2,592 |
Denominator: | ||||
Convertible note | 5,694 | 5,684 | 5,694 | 5,682 |
2.50% Convertible Notes Due 2018 [Member] | ||||
Numerator: | ||||
Interest expense, net of tax | $ 1,797 | $ 5,392 | ||
Denominator: | ||||
Convertible note | 6,205 | 6,205 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies - Schedule of Net Income Per Common Shares (Parenthetical) (Detail) | Sep. 30, 2015 |
1.50% Convertible Notes Due 2020 [Member] | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Interest on notes | 1.50% |
2.50% Convertible Notes Due 2018 [Member] | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Interest on notes | 2.50% |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Weighted Average Number of Potentially Dilutive Common Shares Excluded from Computation of Diluted Income Per Common Share (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 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 | 6,751 | 11,711 | 6,852 | 12,225 |
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 | 4,235 | 2,012 | 3,672 | 2,529 |
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 | 2,516 | 3,505 | 3,180 | 3,504 |
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 | 6,194 | 6,192 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Detail) $ / shares in Units, $ in Thousands | Sep. 10, 2014shares$ / shares | Nov. 26, 2013USD ($)shares$ / shares | Sep. 11, 2013shares$ / shares | Apr. 04, 2012shares$ / shares | Mar. 14, 2011USD ($)shares$ / shares | Jan. 11, 2011USD ($)shares$ / shares | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Dec. 31, 2013USD ($)shares | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | |||||||||||
Cash paid to repurchase common stock | $ 28,406 | $ 103,602 | |||||||||
Pre-tax loss on repurchase of notes | $ 2,058 | $ 2,058 | |||||||||
2.50% Convertible Notes Due 2018 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest on convertible notes | 2.50% | 2.50% | |||||||||
Convertible notes | $ 400,000 | $ 400,000 | $ 400,000 | ||||||||
2.50% Convertible Notes Due 2018 [Member] | Senior Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible notes due | $ 400,000 | ||||||||||
Interest on convertible notes | 2.50% | ||||||||||
Debt instrument, maturity date | Jan. 31, 2018 | ||||||||||
Proceeds from sale of notes | $ 387,345 | ||||||||||
Cash paid to repurchase common stock | $ 100,000 | ||||||||||
Common stock repurchased, shares | shares | 1,920,490 | ||||||||||
Common stock repurchased, price per share | $ / shares | $ 52.07 | ||||||||||
Conversion price per share of common stock | $ / shares | $ 64.47 | $ 64.61 | $ 65.26 | $ 66.13 | |||||||
Conversion rate of notes per thousand dollar of principal amount | 15.5118 | 15.4764 | 15.3223 | 15.1220 | |||||||
Common stock available upon conversion | shares | 6,204,720 | 6,190,560 | 6,128,920 | 6,048,800 | |||||||
Percentage of principal amount equal to repurchase price | 100.00% | ||||||||||
2.25% Convertible Notes Due 2016 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible notes | 252,232 | ||||||||||
2.25% Convertible Notes Due 2016 [Member] | Senior Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible notes due | $ 400,000 | ||||||||||
Interest on convertible notes | 2.25% | ||||||||||
Debt instrument, maturity date | Mar. 31, 2016 | ||||||||||
Proceeds from sale of notes | $ 387,400 | ||||||||||
Cash paid to repurchase common stock | $ 50,000 | ||||||||||
Common stock repurchased, shares | shares | 868,507 | ||||||||||
Common stock repurchased, price per share | $ / shares | $ 57.57 | ||||||||||
Conversion price per share of common stock | $ / shares | $ 71.84 | $ 72 | $ 72.73 | $ 73.69 | |||||||
Conversion rate of notes per thousand dollar of principal amount | 13.9202 | 13.8884 | 13.7502 | 13.5704 | |||||||
Common stock available upon conversion | shares | 3,511,120 | 5,555,360 | 5,500,080 | 5,428,160 | 1,429,354 | 3,503,099 | |||||
Percentage of principal amount equal to repurchase price | 100.00% | ||||||||||
Pre-tax loss on repurchase of notes | 2,058 | $ 2,058 | $ 4,871 | ||||||||
Convertible notes | 102,682 | 102,682 | 252,232 | ||||||||
2.25% Convertible Notes Due 2016 [Member] | Senior Notes [Member] | Privately Negotiated Transaction [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible notes repurchased | 149,550 | 149,550 | 100,000 | ||||||||
Repurchased amount in cash open market | $ 151,038 | $ 151,038 | 101,750 | ||||||||
2.25% Convertible Notes Due 2016 [Member] | Senior Notes [Member] | Open Market [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible notes repurchased | 47,768 | ||||||||||
Repurchased amount in cash open market | $ 48,604 | ||||||||||
1.50% Convertible Notes Due 2020 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest on convertible notes | 1.50% | 1.50% | |||||||||
Convertible notes | $ 300,000 | $ 300,000 | $ 300,000 | ||||||||
1.50% Convertible Notes Due 2020 [Member] | Senior Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible notes due | $ 300,000 | ||||||||||
Interest on convertible notes | 1.50% | ||||||||||
Debt instrument, maturity date | Dec. 1, 2020 | ||||||||||
Proceeds from sale of notes | $ 291,823 | ||||||||||
Conversion price per share of common stock | $ / shares | $ 52.69 | $ 52.81 | |||||||||
Conversion rate of notes per thousand dollar of principal amount | 18.9795 | 18.9362 | |||||||||
Common stock available upon conversion | shares | 5,693,850 | 5,680,860 | |||||||||
Percentage of principal amount equal to repurchase price | 100.00% | ||||||||||
Minimum percentage of consideration received or to be received by holders of common stock for repurchase option | 90.00% | 90.00% |
Fair Value of Financial Instr26
Fair Value of Financial Instruments - Financial Assets Measured and Recorded at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents, Amortized Cost Basis | $ 612,332 | $ 706,776 | $ 699,847 | $ 824,880 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents, Amortized Cost Basis | 612,332 | 706,776 | ||
Cash and cash equivalents, Fair Value | 612,332 | 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 | 755 | 1,603 | ||
Available-for-sale-security, Gross unrealized gains | $ 755 | $ 1,603 |
Fair Value of Financial Instr27
Fair Value of Financial Instruments - Reconciliation of Beginning and Ending Balances of Available-for-sale Security (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value as of the beginning of the period | $ 1,603 |
Cash proceeds received | (139) |
Gain included in earnings | 139 |
Change in unrealized gains included in other comprehensive income | (848) |
Fair value as of the end of the period | $ 755 |
Fair Value of Financial Instr28
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Nov. 30, 2008 | Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain on investments | $ 139 | ||
Private Equity Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying Amount | $ 6,471 | $ 6,471 | |
Acquisition costs | $ 470 |
Fair Value of Financial Instr29
Fair Value of Financial Instruments - Carrying Value and Estimated Fair Value of Company's Convertible Notes that are Carried at Historical Cost (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
2.25% Convertible Notes Due 2016 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes, Carrying Amount | $ 252,232 | ||
2.50% Convertible Notes Due 2018 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes, Carrying Amount | $ 400,000 | 400,000 | |
1.50% Convertible Notes Due 2020 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes, Carrying Amount | 300,000 | 300,000 | |
Senior Notes [Member] | 2.25% Convertible Notes Due 2016 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes, Carrying Amount | 102,682 | $ 252,232 | |
Level 1 [Member] | Senior Notes [Member] | 2.25% Convertible Notes Due 2016 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes, Carrying Amount | 102,682 | 252,232 | |
Notes, Fair Value | 103,452 | 254,754 | |
Level 1 [Member] | Senior Notes [Member] | 2.50% Convertible Notes Due 2018 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes, Carrying Amount | 400,000 | 400,000 | |
Notes, Fair Value | 403,480 | 399,000 | |
Level 1 [Member] | Senior Notes [Member] | 1.50% Convertible Notes Due 2020 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes, Carrying Amount | 300,000 | 300,000 | |
Notes, Fair Value | $ 299,250 | $ 299,250 |
Fair Value of Financial Instr30
Fair Value of Financial Instruments - Carrying Value and Estimated Fair Value of Company's Convertible Notes that are Carried at Historical Cost (Parenthetical) (Detail) | Sep. 30, 2015 | Dec. 31, 2014 | Nov. 26, 2013 | Mar. 14, 2011 | Jan. 11, 2011 |
2.25% Convertible Notes Due 2016 [Member] | Senior Notes [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest on convertible notes | 2.25% | ||||
2.25% Convertible Notes Due 2016 [Member] | Level 1 [Member] | Senior Notes [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest on convertible notes | 2.25% | 2.25% | |||
2.50% Convertible Notes Due 2018 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest on convertible notes | 2.50% | ||||
2.50% Convertible Notes Due 2018 [Member] | Senior Notes [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest on convertible notes | 2.50% | ||||
2.50% Convertible Notes Due 2018 [Member] | Level 1 [Member] | Senior Notes [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest on convertible notes | 2.50% | 2.50% | |||
1.50% Convertible Notes Due 2020 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest on convertible notes | 1.50% | ||||
1.50% Convertible Notes Due 2020 [Member] | Senior Notes [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest on convertible notes | 1.50% | ||||
1.50% Convertible Notes Due 2020 [Member] | Level 1 [Member] | Senior Notes [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest on convertible notes | 1.50% | 1.50% |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 12, 2015 | Sep. 09, 2014 | Nov. 30, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Oct. 31, 2011 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Aug. 31, 2011 |
Equity, Class of Treasury Stock [Line Items] | ||||||||||||
Cash paid to repurchase common stock | $ 28,406 | $ 103,602 | ||||||||||
2011 Program [Member] | ||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||
Funds authorized to repurchase common stock | $ 40,000 | |||||||||||
Stock repurchase program authorized additional amount | $ 27,451 | $ 23,895 | $ 30,000 | $ 40,000 | $ 50,000 | $ 75,000 | ||||||
Common stock repurchased, shares | 557,776 | 25,000 | 688,467 | 2,484,087 | ||||||||
Cash paid to repurchase common stock | $ 23,055 | $ 1,249 | $ 28,406 | $ 103,602 | ||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 34,056 | $ 34,056 | ||||||||||
2011 Program [Member] | Maximum [Member] | ||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||
Funds authorized to repurchase common stock | $ 75,000 | |||||||||||
2014 Tender Offer [Member] | ||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||
Common stock repurchased, shares | 2,000,000 | |||||||||||
Common stock repurchased, price per share | $ 48.50 | |||||||||||
Common stock repurchased, total consideration | $ 97,560 | |||||||||||
Costs directly attributable to repurchase of common stock | $ 560 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite and Indefinite Lived Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 | (63,171) | (60,672) |
Indefinite and finite lived intangible assets, Net | 11,716 | 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 | (28,695) | (27,126) |
Finite lived intangible assets, Net | $ 5,362 | $ 6,931 |
Intangible Assets, Weighted Average Remaining Useful Life | 2 years 10 months 24 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 | (16,029) | (15,231) |
Finite lived intangible assets, Net | $ 1,853 | $ 2,651 |
Intangible Assets, Weighted Average Remaining Useful Life | 1 year 9 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 | (2,493) | (2,361) |
Finite lived intangible assets, Net | $ 37 | $ 169 |
Intangible Assets, Weighted Average Remaining Useful Life | 2 months 12 days | 1 year |
Trade Names-Indefinite Lives [Member] | ||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, Carrying Amount | $ 4,464 | $ 4,464 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 833 | $ 833 | $ 2,499 | $ 1,968 | |
Technology [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cash paid to acquire intangible assets | $ 3,182 | ||||
Amortization period of assets | 3 years |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense for Intangible Assets (Detail) $ in Thousands | Sep. 30, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2015 (October 1st to December 31st) | $ 822 |
2,016 | 3,120 |
2,017 | 2,044 |
2,018 | $ 1,266 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Dual Diagnosis Treatment Center, et al. v. Blue Cross of California, et al. [Member] | May. 08, 2015DefendantsPlaintiff |
Loss Contingencies [Line Items] | |
Number of plaintiffs | Plaintiff | 6 |
Blue Cross Blue Shield [Member] | |
Loss Contingencies [Line Items] | |
Number of defendants | 28 |
Health and Benefit Plans [Member] | Minimum [Member] | |
Loss Contingencies [Line Items] | |
Number of defendants | 41 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional information (Detail) - USD ($) $ in Thousands | Oct. 01, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Shares authorized under 2005 Plan | 23,275,000 | 23,275,000 | |||
Common stock available for future grants | 555,497 | 555,497 | |||
Proceeds from exercise of stock options | $ 3,532 | $ 5,710 | $ 15,185 | $ 35,857 | |
Employee withholding tax paid | 876 | 20,955 | 3,836 | 31,294 | |
Combined value of stock options exercised and vested restricted stock | 5,641 | 46,967 | 24,423 | 92,462 | |
Stock-based compensation expense | 9,142 | $ 8,402 | 24,731 | $ 24,725 | |
Unrecognized stock-based compensation expense related to unvested awards | $ 65,850 | $ 65,850 | |||
Period for recognition of unrecognized stock based compensation expense | 2 years 6 months | ||||
Percentage of tax benefit attributable to stock-based compensation | 38.00% | 39.00% | 38.00% | 39.00% | |
Directors [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Stock-based compensation expense | $ 117 | $ 77 | $ 350 | $ 231 | |
Subsequent Events [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Additional number of shares issuable | 1,700,000 | ||||
Stock Options [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Expiration period from grant date | 10 years | ||||
Stock-based compensation expense | 5,771 | 5,612 | $ 15,704 | 16,031 | |
Restricted Stock [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Stock-based compensation expense | $ 3,254 | $ 2,713 | $ 8,677 | $ 8,463 | |
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 | ||||
Minimum [Member] | Restricted Stock [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Share based compensation arrangement by share based payment award, award vesting period | 3 years | ||||
Maximum [Member] | Stock Options [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Share based compensation arrangement by share based payment award, award vesting period | 5 years | ||||
Maximum [Member] | Restricted Stock [Member] | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Share based compensation arrangement by share based payment award, award vesting period | 4 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-Based Compensation, Stock Options, Activity (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Shares Outstanding, Beginning Balance | 7,547,526 |
Granted, Shares | 2,013,900 |
Exercised, Shares | (715,969) |
Cancelled, Shares | (649,573) |
Shares Outstanding, Ending Balance | 8,195,884 |
Vested and Exercisable, Shares | 3,928,259 |
Weighted Average Exercise Price Per Share, Outstanding, at the beginning of the period | $ / shares | $ 32.69 |
Weighted Average Exercise Price Per Share, Granted | $ / shares | 42.68 |
Weighted Average Exercise Price Per Share, Exercised | $ / shares | 23.17 |
Weighted Average Exercise Price Per Share, Cancelled | $ / shares | 36.92 |
Weighted Average Exercise Price Per Share, Outstanding, at the end of the period | $ / shares | 35.64 |
Weighted Average Exercise Price per Share, Vested and exercisable at the end of the period | $ / shares | $ 31.38 |
Weighted Average Remaining Contractual Life (In Years), Outstanding | 7 years |
Weighted Average Remaining Contractual Life (In Years), Vested and exercisable at the end of the period | 5 years 1 month 6 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 49,106 |
Aggregate Intrinsic Value, Vested and Exercisable | $ | $ 39,825 |
Stock-Based Compensation - Sc38
Stock-Based Compensation - Schedule of Share-Based Compensation, Stock Options, Activity (Parenthetical) (Detail) | Sep. 30, 2015$ / shares |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Market price of common stock | $ 39.84 |
Stock-Based Compensation - Sc39
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected volatility, Minimum | 44.00% | 47.00% |
Expected volatility, Maximum | 48.00% | 49.00% |
Risk-free interest rate, Minimum | 1.01% | 1.28% |
Risk-free interest rate, Maximum | 1.56% | 1.72% |
Weighted-average fair value of options granted during the period | $ 16.31 | $ 18.17 |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 4 years 1 month 6 days | 4 years 2 months 12 days |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 4 years 8 months 12 days | 5 years |
Stock-Based Compensation - Sc40
Stock-Based Compensation - Schedule of Share-based Compensation, Restricted Stock Awards, Activity (Detail) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
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 | 420,920 |
Restricted Stock Awards, Shares, Vested | (217,133) |
Restricted Stock Awards, Shares, Forfeited | (114,350) |
Restricted Stock Awards, Shares, Balance at the end of the year | 993,520 |
Weighted Average Grant Date Fair Value, Balance at the beginning of the year | $ / shares | $ 35.58 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 42.93 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 34.49 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 33.34 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 39.20 |
Stock-Based Compensation - Sc41
Stock-Based Compensation - Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 9,142 | $ 8,402 | $ 24,731 | $ 24,725 |
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 5,771 | 5,612 | 15,704 | 16,031 |
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 3,254 | 2,713 | 8,677 | 8,463 |
Cost of Services [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,370 | 1,663 | 3,791 | 4,556 |
Sales and Marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,968 | 1,863 | 5,099 | 5,662 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 5,804 | 4,876 | 15,841 | 14,507 |
Other [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 117 | $ 77 | $ 350 | $ 231 |