Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
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 | 37,981,018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 662,684 | $ 492,424 |
Accounts receivable, net of allowance for doubtful accounts of $1,579 at June 30, 2017 and $1,532 at December 31, 2016 | 149,925 | 179,454 |
Investments | 447,403 | 498,500 |
Prepaid expenses and other current assets | 22,100 | 15,294 |
Total current assets | 1,282,112 | 1,185,672 |
Property and equipment, net | 84,746 | 83,296 |
Goodwill | 202,980 | 202,980 |
Intangible assets, net | 6,482 | 7,774 |
Deferred tax assets, net | 202,349 | 14,544 |
Other assets | 7,361 | 6,920 |
TOTAL ASSETS | 1,786,030 | 1,501,186 |
Current liabilities: | ||
Accrued expenses | 70,458 | 78,597 |
Deferred revenue | 135,505 | 105,310 |
Total current liabilities | 604,922 | 183,907 |
Other long-term liabilities | 27,413 | 28,731 |
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 June 30, 2017 and December 31, 2016 | 574 | 574 |
Additional paid-in capital | 9,320,460 | 9,303,783 |
Treasury stock, at cost; 20,224,400 shares at June 30, 2017 and 20,698,568 shares at December 31, 2016 | (734,835) | (747,225) |
Accumulated other comprehensive (loss) income | (385) | 502 |
Accumulated deficit | (8,080,002) | (8,313,774) |
Stockholders' equity | 505,812 | 243,860 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,786,030 | 1,501,186 |
2.50% Convertible Notes Due 2018 [Member] | ||
Current liabilities: | ||
Convertible notes current | 398,959 | |
Convertible notes | 398,066 | |
1.50% Convertible Notes Due 2020 [Member] | ||
Current liabilities: | ||
Convertible notes | 296,015 | 295,432 |
2.625% Convertible Notes Due 2023 [Member] | ||
Current liabilities: | ||
Convertible notes | $ 351,868 | $ 351,190 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance for doubtful accounts | $ 1,579 | $ 1,532 |
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 | 20,224,400 | 20,698,568 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 176,024 | $ 167,583 | $ 330,082 | $ 326,136 |
Cost of operations | 70,762 | 65,788 | 134,263 | 128,301 |
Sales and marketing | 37,431 | 35,614 | 73,439 | 69,370 |
General and administrative | 22,786 | 23,983 | 45,405 | 47,739 |
Depreciation and amortization | 7,608 | 7,672 | 14,669 | 15,159 |
Interest income | 1,939 | 367 | 3,892 | 573 |
Interest expense | 7,037 | 5,265 | 14,103 | 10,365 |
Transaction expense | 2,103 | 2,798 | ||
Other income | 562 | 995 | ||
Income before income tax provision | 30,798 | 29,628 | 50,292 | 55,775 |
Income tax provision | 11,887 | 11,848 | 19,048 | 22,277 |
Net income | $ 18,911 | $ 17,780 | $ 31,244 | $ 33,498 |
Net income per common share: | ||||
Basic | $ 0.51 | $ 0.47 | $ 0.84 | $ 0.89 |
Diluted | $ 0.43 | $ 0.39 | $ 0.73 | $ 0.75 |
Weighted-average shares outstanding used in computing per share amounts: | ||||
Basic | 37,127 | 38,041 | 36,996 | 37,654 |
Diluted | 54,452 | 51,948 | 50,063 | 52,142 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 18,911 | $ 17,780 | $ 31,244 | $ 33,498 |
Other comprehensive (loss) income, net of tax: | ||||
Unrealized (losses) gains, net of tax | (381) | 434 | (887) | 335 |
Total other comprehensive (loss) income, net of tax | (381) | 434 | (887) | 335 |
Comprehensive income | $ 18,530 | $ 18,214 | $ 30,357 | $ 33,833 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 31,244 | $ 33,498 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 14,669 | 15,159 |
Non-cash interest, net | 2,154 | 1,750 |
Non-cash stock-based compensation | 17,935 | 16,400 |
Deferred income taxes | 17,184 | 19,766 |
Gain on sale of property and equipment | (562) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 29,529 | 15,824 |
Prepaid expenses and other, net | (10,116) | 785 |
Accrued expenses and other long-term liabilities | (9,989) | (15,152) |
Deferred revenue | 30,195 | 14,586 |
Net cash provided by operating activities | 122,243 | 102,616 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (14,832) | (19,858) |
Purchases of investments | (446,042) | (948,078) |
Maturities of investments | 498,332 | |
Proceeds from sale of property and equipment | 852 | |
Partial redemption of cost-method investment | 526 | |
Net cash provided by (used in) investing activities | 38,310 | (967,410) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 14,124 | 49,412 |
Cash used for withholding taxes due on stock-based awards | (4,417) | (3,810) |
Net proceeds from issuance of convertible notes | 350,254 | |
Maturity of convertible notes | (102,682) | |
Net cash provided by financing activities | 9,707 | 293,174 |
Net increase (decrease) in cash and cash equivalents | 170,260 | (571,620) |
Cash and cash equivalents at beginning of period | 492,424 | 641,165 |
Cash and cash equivalents at end of period | $ 662,684 | $ 69,545 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
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. On July 24, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MH Sub I, LLC, a Delaware limited liability company (“Parent”), and Diagnosis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), pursuant to which Parent and Purchaser have agreed to acquire the Company for $66.50 per share, on the terms and subject to the conditions set forth in the Merger Agreement. Parent and Purchaser are affiliates of Internet Brands, a portfolio company of investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P. See Note 10 below for additional information. 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 e-mailed The WebMD Health Network The WebMD Health Network WebMD Magazine Health Services WebMD Health Services WebMD Health Services WebMD Health Services WebMD Digital Health Assistant SM WebMD Health Services per-participant Information Services. de-identified de-identified 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 six months ended June 30, 2017 are not necessarily indicative of the operating results to be expected for any subsequent period or for the entire year ending December 31, 2017. 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, 2016, which are included in the Company’s Annual Report on Form 10-K Seasonality The timing of the Company’s revenue is affected by seasonal factors. The Company’s advertising and sponsorship revenue is seasonal, primarily due to the annual spending patterns of the Company’s advertising and sponsorship clients. 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. Additionally, 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, the value of foreign currency forward contracts, 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 prescription 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 over-the-counter WebMD Health Services The following table presents the revenues recognized from the four revenue groups described above during the three and six months ended June 30, 2017 and 2016: Three Months Ended Six Months Ended 2017 2016 2017 2016 Advertising and sponsorship Biopharma and medical device $ 110,283 $ 100,620 $ 199,763 $ 189,305 OTC, CPG and other 31,766 31,127 63,764 64,881 142,049 131,747 263,527 254,186 Health services 25,650 28,632 50,189 56,887 Information services 8,325 7,204 16,366 15,063 $ 176,024 $ 167,583 $ 330,082 $ 326,136 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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 Numerator: Net income – Basic $ 18,911 $ 17,780 $ 31,244 $ 33,498 Interest expense on 1.50% Notes, net of tax 878 878 1,757 1,757 Interest expense on 2.50% Notes, net of tax 1,827 1,827 3,653 3,653 Interest expense on 2.25% Notes, net of tax — — — 457 Interest expense on 2.625% Notes, net of tax 1,658 — — — Net income – Diluted $ 23,274 $ 20,485 $ 36,654 $ 39,365 Denominator: Weighted-average shares – Basic 37,127 38,041 36,996 37,654 Stock options and restricted stock 1,216 2,008 1,112 1,882 1.50% Notes 5,721 5,694 5,721 5,694 2.50% Notes 6,234 6,205 6,234 6,205 2.25% Notes — — — 707 2.625% Notes 4,154 — — — Adjusted weighted-average shares after assumed conversions – Diluted 54,452 51,948 50,063 52,142 Net income per common share: Basic $ 0.51 $ 0.47 $ 0.84 $ 0.89 Diluted $ 0.43 $ 0.39 $ 0.73 $ 0.75 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 Six Months Ended 2017 2016 2017 2016 Options and restricted stock 2,153 192 2,399 266 2.625% Notes — 1,378 4,154 689 2,153 1,570 6,553 955 Reclassifications Certain reclassifications have been made to the prior period financial statements to conform with the current period presentation. Recent Accounting Pronouncements Accounting Pronouncements Adopted During 2017 In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting No. 2016-09 The adoption of ASU No. 2016-09 • Net operating losses related to excess tax benefits on stock-based awards are now recognized as deferred tax assets on the balance sheet and are subject to a valuation allowance if the asset is not realizable. Effective January 1, 2017, the Company recorded a net cumulative-effect adjustment to increase retained earnings and increase deferred tax assets by $204,475 related to the recognition of the previously unrecognized tax benefits. • On a prospective basis, excess tax benefits and deficiencies generated when stock awards vest or settle are no longer recognized in equity but are instead recognized as a reduction or increase to the income tax provision, subject to a valuation allowance if the deduction is not realizable. During the three and six months ended June 30, 2017, the Company recorded decreases to its income tax provision of $289 and $556, respectively, reflecting the recognition of excess tax benefits for stock-based awards that vested or were settled during the periods. • Excess tax benefits on stock-based awards are now presented as an operating activity rather than as a financing activity within the consolidated statements of cash flows. The Company elected to retrospectively adopt the classification change in the statements of cash flows. Accordingly, $16,457 in excess tax benefits on stock-based awards for the six months ended June 30, 2016 were reclassified from financing activities to operating activities to conform with the current year presentation. • The Company has elected to account for forfeitures of stock-based awards as they occur, rather than estimate expected forfeitures. Effective January 1, 2017, the Company recorded a net cumulative-effect adjustment to decrease retained earnings and increase additional paid-in Accounting Pronouncements to be Adopted in the Future In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date No. 2014-09 No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers No. 2016-08, No. 2016-10, ASU No. 2016-12 No. 2016-20 No. 2014-09, No. 2014-09. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): No. 2016-01 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) right-of-use In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2017 | |
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 $12,655. Approximately $100,000 from the net proceeds 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 self-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 self-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 self-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 was equivalent to an adjusted conversion price of approximately $64.47 per share of Common Stock. In the aggregate, the 2.50% Notes were convertible into 6,204,720 shares of Common Stock following the September 10, 2014 adjustment. Effective December 16, 2016, after giving effect to an adjustment resulting from a self-tender offer for the Company’s Common Stock that the Company completed on December 15, 2016, the conversion rate was adjusted to 15.5854 shares of Common Stock per thousand dollars principal amount of the 2.50% Notes. This is equivalent to an adjusted conversion price of approximately $64.16 per share of Common Stock. In the aggregate, the 2.50% Notes are convertible into 6,234,160 shares of Common Stock following the December 16, 2016 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. If the Tender Offer described in Note 10 below is consummated, it would result in a change of control and holders of the 2.50% Notes would have the right to require repurchase of their 2.50% Notes, as described above. In addition, holders of 2.50% Notes who convert them within certain designated time periods would, as a result of the consummation of the Tender Offer, be entitled to receive additional shares of WebMD Common Stock, in addition to what the holder would be entitled to pursuant to the applicable conversion rate (sometimes referred to as a “make-whole adjustment”) in accordance with the provisions of the Indenture for the 2.50% Notes. 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. Net proceeds from the sale of the 2.25% Notes were approximately $387,400, after deducting the related offering expenses of $12,595. Approximately $50,000 from the net proceeds 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 was 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 self-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 self-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 Effective September 10, 2014, after giving effect to an adjustment resulting from a self-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 was 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 year ended December 31, 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 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 of $8,177. 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 self-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 was equivalent to an adjusted conversion price of approximately $52.69 per share of Common Stock. In the aggregate, the 1.50% Notes were convertible into 5,693,850 shares of Common Stock following the September 10, 2014 adjustment. Effective December 16, 2016, after giving effect to an adjustment resulting from a self-tender offer for the Company’s Common Stock that the Company completed on December 15, 2016, the conversion rate was adjusted to 19.0695 shares of Common Stock per thousand dollars principal amount of the 1.50% Notes. This is equivalent to an adjusted conversion price of approximately $52.44 per share of Common Stock. In the aggregate, the 1.50% Notes are convertible into 5,720,850 shares of Common Stock following the December 16, 2016 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. If the Tender Offer described in Note 10 below is consummated, it would result in a “fundamental change” and holders of the 1.50% Notes would have the right to require repurchase of their 1.50% Notes, as described above. In addition, holders of 1.50% Notes who convert them within certain designated time periods would, as a result of the consummation of the Tender Offer, be entitled to receive additional shares of WebMD Common Stock, in addition to what the holder would be entitled to pursuant to the applicable conversion rate (sometimes referred to as a “make-whole adjustment”) in accordance with the provisions of the Indenture for the 1.50% Notes. 2.625% Convertible Notes due 2023 On June 1, 2016, the Company issued $360,000 aggregate principal amount of its 2.625% Convertible Notes due 2023 (the “2.625% Notes”) in a private offering. Unless previously converted, the 2.625% Notes will mature on June 15, 2023. Net proceeds from the sale of the 2.625% Notes were approximately $350,394, after deducting the related offering expenses of $9,606. Interest on the 2.625% Notes is payable semi-annually on June 15 and December 15 of each year, commencing December 15, 2016. Under the terms of the 2.625% Notes, holders were able to surrender their 2.625% Notes for conversion into the Company’s Common Stock at an initial conversion rate of 11.4845 shares of Common Stock per thousand dollars principal amount of the 2.625% Notes. This was equivalent to an initial conversion price of approximately $87.07 per share of Common Stock. In the aggregate, the 2.625% Notes were convertible into 4,134,420 shares of the Company’s Common Stock. Effective December 16, 2016, after giving effect to an adjustment resulting from a self-tender offer for the Company’s Common Stock that the Company completed on December 15, 2016, the conversion rate was adjusted to 11.5389 shares of Common Stock per thousand dollars principal amount of the 2.625% Notes. This is equivalent to an adjusted conversion price of approximately $86.66 per share of Common Stock. In the aggregate, the 2.625% Notes are convertible into 4,154,004 shares of Common Stock following the December 16, 2016 adjustment. Under the terms of the 2.625% Notes, if the Company undergoes certain change of control or other “fundamental change” transactions prior to the maturity date of the 2.625% Notes, holders of the 2.625% Notes will have the right, at their option, to require the Company to repurchase some or all of their 2.625% Notes at a repurchase price equal to 100% of the principal amount of the 2.625% Notes being repurchased, plus accrued and unpaid interest up 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 2.625% Notes become convertible into the same consideration. If the Tender Offer described in Note 10 below is consummated, it would result in a “fundamental change” and holders of the 2.625% Notes would be entitled to require repurchase of their 2.625% Notes, as described above. In addition, holders of 2.625% Notes who convert them within certain designated time periods may, as a result of the consummation of the Tender Offer, have the right to receive additional shares of WebMD Common Stock, in addition to what the holder would be entitled to pursuant to the applicable conversion rate (sometimes referred to as a “make-whole adjustment”) in accordance with the provisions of the Indenture for the 2.625% Notes. The balances of the Company’s convertible notes as of June 30, 2017 and December 31, 2016 consisted of the following: June 30, 2017 December 31, 2016 Principal Less Net Principal Less Net 2.50% Notes $ 400,000 $ (1,041 ) $ 398,959 $ 400,000 $ (1,934 ) $ 398,066 1.50% Notes $ 300,000 $ (3,985 ) $ 296,015 $ 300,000 $ (4,568 ) $ 295,432 2.625% Notes $ 360,000 $ (8,132 ) $ 351,868 $ 360,000 $ (8,810 ) $ 351,190 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2017 | |
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. Cash and Marketable Securities 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 June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Fair Value Amortized Fair Value Gross Amortized Fair Value Gross Cash and cash equivalents Level 1 $ 662,684 $ 662,684 $ — $ 492,424 $ 492,424 $ — U.S. Treasury securities Level 1 $ 447,987 $ 447,403 $ (584 ) $ 498,359 $ 498,500 $ 141 Equity security Level 1 $ — $ 103 $ 103 $ — $ 278 $ 278 In December 2016, the Company invested $498,332 in U.S. Treasury securities that matured in June 2017. These securities are reflected within Investments on the accompanying consolidated balance sheet as of December 31, 2016. In January 2017, the Company invested $446,042 in U.S. Treasury securities that are scheduled to mature in January 2018. These securities are reflected within Investments on the accompanying consolidated balance sheet as of June 30, 2017. The Company’s Level 1 equity security consists of an equity investment in a publicly traded company that completed its initial public offering in December 2014. The unrealized gains (losses) related to these investments, net of tax, are included within accumulated other comprehensive (loss) income in the accompanying consolidated balance sheets as of June 30, 2017 and December 31, 2016. Foreign Currency Forward Contracts The Company is exposed to fluctuations in foreign currencies related to contracts with certain of the Company’s customers that are denominated in foreign currencies, principally the British Pound and the Euro. In order to manage this risk, the Company has hedged portions of its foreign currency denominated customer contracts with foreign currency forward contracts. At June 30, 2017 and December 31, 2016, the Company had foreign currency forward contracts with U.S. dollar equivalent notional amounts of $13,253 and $15,401, respectively, all of which were designated as and qualified as cash flow hedges. These forward contracts are intended to fix the amount of these foreign currency obligations in terms of the Company’s functional currency, the U.S. dollar. All of the Company’s derivative instruments are utilized for risk management purposes, and the Company does not use derivatives for speculative trading purposes. The Company recognizes the fair value of its foreign currency forward contracts as either assets or liabilities on the consolidated balance sheets. Changes in the fair value of hedging instruments are recorded each period in accumulated other comprehensive (loss) income as unrealized gains and losses until the forecasted underlying transaction occurs. Realized gains and losses for the effective portion of such contracts are recognized in cost of operations in the consolidated statements of operations in the period when the forecasted underlying transaction occurs. The Company classifies the cash flows from hedging instruments in the same category as the cash flows from the hedged items. The Company assesses, both at inception and on an ongoing basis, whether the foreign currency forward contracts used in hedging transactions are highly effective in offsetting the changes in cash flows of the hedged items. The Company also assesses hedge ineffectiveness quarterly and, if determined to be ineffective, records the gain or loss related to the ineffective portion in its consolidated statements of operations. Gains and losses related to hedge ineffectiveness were not material during the periods presented. The following table sets forth the fair values of foreign currency forward contracts, which are valued using Level 2 inputs, and the balance sheet lines in which they are recorded: Fair Value Asset (Liability) June 30, 2017 December 31, 2016 Prepaid expenses and other current assets $ 172 $ 806 Other assets $ 135 $ 256 Accrued expenses $ (239 ) $ (163 ) Other long-term liabilities $ (355 ) $ (9 ) The impact on accumulated other comprehensive (loss) income (“AOCI”) and net income from foreign currency forward contracts were as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Loss) gain recognized in AOCI $ (685 ) $ 578 $ (805 ) $ 578 (Loss) gain reclassified from AOCI to cost of operations $ (436 ) $ 346 $ (306 ) $ 346 Other For disclosure purposes, the Company is required to measure the outstanding value of its debt on a recurring basis. The following table presents the principal amount and estimated fair value (based on Level 2 market price data) of the Company’s convertible notes as of June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Principal Fair Value Principal Fair Value 2.50% Notes $ 400,000 $ 414,040 $ 400,000 $ 409,000 1.50% Notes $ 300,000 $ 382,326 $ 300,000 $ 338,565 2.625% Notes $ 360,000 $ 356,371 $ 360,000 $ 341,928 The Company also holds an investment in a privately held company, which is carried at cost, and not subject to fair value measurements. However, if events or circumstances indicate that its carrying amount may not be recoverable, it would be reviewed for impairment. The total amount of the Company’s investment in this privately held company was $3,872 as of June 30, 2017 and December 31, 2016. During the three months ended March 31, 2016, a portion of this investment was redeemed for $526 in cash. 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 June 30, 2017 and December 31, 2016. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Equity | 4. Equity Treasury Stock Repurchased shares are recorded under the cost method and are reflected as treasury stock in the accompanying consolidated balance sheets, unless the shares are cancelled and retired. Self-Tender Offer On December 15, 2016, the Company completed a self-tender offer (the “2016 Self-Tender Offer”) through which it repurchased 2,000,000 shares of its Common Stock at a price of $55.00 per share for total consideration of $110,413, which includes $413 of costs directly attributable to the purchase. The shares repurchased through the 2016 Self-Tender Offer are reflected as treasury stock in the accompanying consolidated balance sheets. 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, November 2014, September 2015 and September 2016, the Company’s Board of Directors authorized increases to the Program of $75,000, $50,000, $40,000, $30,000, $23,895, $27,451 and $35,198, respectively. The Company did not repurchase any shares of its Common Stock during the three and six months ended June 30, 2017 or during the three and six months ended June 30, 2016. As of June 30, 2017, $45,611 remained available for repurchases under the Program. Accumulated Other Comprehensive (Loss) Income The following table summarizes the Company’s changes in AOCI: Unrealized Gains Unrealized Gains Total Balance at December 31, 2015 $ 357 $ — $ 357 Unrealized gain before reclassifications 191 358 549 Amounts reclassified from AOCI to cost of operations — (214 ) (214 ) Net current period other comprehensive income 191 144 335 Balance at June 30, 2016 $ 548 $ 144 $ 692 Balance at December 31, 2016 $ 261 $ 241 $ 502 Unrealized loss before reclassifications (578 ) (499 ) (1,077 ) Amounts reclassified from AOCI to cost of operations — 190 190 Net current period other comprehensive loss (578 ) (309 ) (887 ) Balance at June 30, 2017 $ (317 ) $ (68 ) $ (385 ) |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. Intangible Assets Intangible assets consist of the following: June 30, 2017 December 31, 2016 Gross Accumulated Net Weighted (a) Gross Accumulated Net Weighted (a) Content $ 15,954 $ (15,954 ) $ — — $ 15,954 $ (15,954 ) $ — — Customer relationships 34,057 (32,039 ) 2,018 1.1 34,057 (31,274 ) 2,783 1.9 Technology and patents 17,882 (17,882 ) — — 17,882 (17,355 ) 527 0.5 Trade names-definite lives 2,530 (2,530 ) — — 2,530 (2,530 ) — — Trade names-indefinite lives 4,464 — 4,464 n/a 4,464 — 4,464 n/a Total $ 74,887 $ (68,405 ) $ 6,482 $ 74,887 $ (67,113 ) $ 7,774 (a) The calculation of the weighted-average remaining useful life is based on the net book value and the remaining amortization period of each respective intangible asset. Amortization expense was $642 and $1,292 during the three and six months ended June 30, 2017, respectively, and $780 and $1,560 during the three and six months ended June 30, 2016. Future amortization expense for intangible assets is estimated to be: Year Ending December 31: 2017 (July 1st to December 31st) $ 752 2018 $ 1,266 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
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 (the “Blue Cross Action”) initially against twenty-eight (28) Blue Cross and Blue Shield companies (collectively “Blue Cross”), as well as at least forty-one “out-of-network” 12-13, Change Healthcare v. WebMD On April 4, 2017, Change Healthcare Operations, LLC (“Change Healthcare”) filed an action in the Supreme Court of the State of New York, Commercial Division, against the Company in connection with the Amended and Restated Data License Agreement, dated as of February 8, 2008, between the parties (the “Data Agreement”). Change Healthcare is seeking a declaratory judgment that de-identified 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 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 | 6 Months Ended |
Jun. 30, 2017 | |
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 25,550,000 as of June 30, 2017, subject to adjustment in accordance with the terms of the 2005 Plan. At the Company’s Annual Meeting of Stockholders held on June 1, 2017, 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 575,000 shares and those shares are included in that maximum number. The Company had an aggregate of 1,238,518 shares of Common Stock available for future grants under the 2005 Plan at June 30, 2017, of which 281,200 shares are available for grant only to individuals who are not executive officers of the Company (other than in the case of a new hire who joins the Company as an executive officer) or members of the Company’s Board of Directors. Stock Options Generally, options under the Plans vest and become exercisable ratably over periods ranging from three to four years based on their individual grant dates, subject to continued employment on the applicable vesting dates, and 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 Average Aggregate (a) Outstanding at January 1, 2017 6,118,824 $ 41.55 Granted 175,300 50.72 Exercised (467,556 ) 36.54 Cancelled (214,169 ) 45.90 Outstanding at June 30, 2017 5,612,399 $ 42.08 7.3 $ 93,399 Vested and exercisable at the end of the period 2,408,594 $ 36.25 5.7 $ 54,034 (a) The aggregate intrinsic value is based on the market price of the Company’s Common Stock on June 30, 2017, which was $58.65, 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 June 30, 2017. 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. Six Months Ended June 30, 2017 2016 Expected dividend yield 0.0 % 0.0 % Expected volatility 0.31 - 0.35 0.40 - 0.44 Risk-free interest rate 1.62% - 1.92 % 0.86% - 1.71 % Expected term (years) 3.9 - 4.7 4.0 - 4.8 Weighted-average fair value of options granted during the period $ 15.77 $ 18.89 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, 2017 880,026 $ 45.97 Granted 2,000 52.68 Vested (156,264 ) 43.81 Forfeited (18,910 ) 44.27 Balance at June 30, 2017 706,852 $ 46.51 During November 2016, the Compensation Committee of the Board of Directors granted a total of 55,000 shares of performance-based Restricted Stock to two senior executives that will vest and be earned so long as the executive is employed at the end of the performance period, which is December 31, 2019, and only to the extent that the Committee determines that the performance criteria have been satisfied; provided, however, that the conditions to vesting and performance criteria may be deemed to have been met in certain circumstances, including in connection with a change in control of the Company. The performance criteria are based on Average Adjusted EBITDA during the performance period of January 1, 2016 through December 31, 2019. The 55,000 shares of performance-based Restricted Stock are included in the above table. Proceeds received from the exercise of options to purchase shares of the Company’s Common Stock were $7,520 and $14,124 during the three and six months ended June 30, 2017, respectively, and $19,247 and $49,412 during the three and six months ended June 30, 2016, respectively. Additionally, in connection with the exercise of certain stock options and the vesting of restricted stock, the Company made payments of $553 and $4,417 during the three and six months ended June 30, 2017, respectively, and $2,920 and $3,810 during the three and six months ended June 30, 2016, 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 $4,597 and $15,478 for the three and six months ended June 30, 2017, respectively, and $17,060 and $39,294 for the three and six months ended June 30, 2016, respectively. Other Each year, the Company issues shares of its Common Stock, under the 2005 Plan, to non-employee Summary of Stock-Based Compensation Expense The following table summarizes the components and classification of stock-based compensation expense: Three Months Ended Six Months Ended 2017 2016 2017 2016 Stock options $ 5,418 $ 4,940 $ 10,892 $ 10,190 Restricted stock 3,378 2,816 6,810 5,977 Other 116 116 233 233 Total stock-based compensation expense $ 8,912 $ 7,872 $ 17,935 $ 16,400 Included in: Cost of operations $ 1,514 $ 1,140 $ 3,090 $ 2,430 Sales and marketing 1,898 1,382 3,675 2,944 General and administrative 5,500 5,350 11,170 11,026 Total stock-based compensation expense $ 8,912 $ 7,872 $ 17,935 $ 16,400 As of June 30, 2017, approximately $60,600 of unrecognized stock-based compensation expense related to unvested awards (excluding any estimate for forfeitures) is expected to be recognized over a weighted-average period of approximately 2.7 years, related to the Plans. |
Transaction Expense
Transaction Expense | 6 Months Ended |
Jun. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Transaction Expense | 8. Transaction Expense Transaction expense for the three and six months ended June 30, 2017 represents professional services fees incurred in connection with the process conducted by the Board of Directors to explore strategic alternatives for the Company. |
Other Income
Other Income | 6 Months Ended |
Jun. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Other Income | 9. Other Income Other income of $562 for the three months ended June 30, 2017 represents a gain on the sale of property during the period. In addition to the gain on the sale of property, other income for the six months ended June 30, 2017 includes an adjustment of $433 to finalize severance and related expenses in connection with the September 2016 departure of the former Chief Executive Officer of the Company. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | 10. Subsequent Event On July 24, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MH Sub I, LLC, a Delaware limited liability company (“Parent”), and Diagnosis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”). Parent and Purchaser are affiliates of Internet Brands, a portfolio company of investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P. Pursuant to the terms of the Merger Agreement, Purchaser will commence a tender offer (the “Tender Offer”), no later than 10 business days after the date of the Merger Agreement, to purchase all of the issued and outstanding shares of Common Stock of the Company, par value $0.01 per share (each, a “Share”), at a purchase price of $66.50 per Share (the “Offer Price”), without interest, and subject to any required withholding of taxes. As soon as practicable following the consummation of the Tender Offer and satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with and into the Company (the “Merger”) in accordance with the Merger Agreement and under Section 251(h) of the General Corporation Law of the State of Delaware, and the Company will survive the Merger as a wholly-owned subsidiary of Parent. In the Merger, each Share that is not tendered and accepted pursuant to the Tender Offer will be cancelled and converted into the right to receive cash in an amount equal to the Offer Price, without interest (the “Merger Consideration”), other than Shares (i) held in the treasury of the Company or owned by any direct or indirect wholly-owned subsidiary of the Company, (ii) owned by Purchaser, Parent or any direct or indirect wholly-owned subsidiary of Parent immediately prior to the effective time of the Merger, and (iii) held by stockholders who have properly exercised their appraisal rights under Delaware law. The obligation of Purchaser to purchase Shares tendered in the Tender Offer is subject to certain conditions, including (i) the expiration or termination of any waiting period (and any extension thereof) under the Hart-Scott-Rodino The Merger Agreement also includes customary termination provisions for both the Company and Parent and provides that, in connection with the termination of the Merger Agreement under specified circumstances, the Company will be required to pay to Parent a termination fee of $75,000. The Merger Agreement also provides that Parent will be required to pay to the Company a reverse termination fee of $175,000 under certain circumstances specified in the Merger Agreement. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
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. On July 24, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MH Sub I, LLC, a Delaware limited liability company (“Parent”), and Diagnosis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), pursuant to which Parent and Purchaser have agreed to acquire the Company for $66.50 per share, on the terms and subject to the conditions set forth in the Merger Agreement. Parent and Purchaser are affiliates of Internet Brands, a portfolio company of investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P. See Note 10 below for additional information. 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 e-mailed The WebMD Health Network The WebMD Health Network WebMD Magazine Health Services WebMD Health Services WebMD Health Services WebMD Health Services WebMD Digital Health Assistant SM WebMD Health Services per-participant Information Services. de-identified de-identified |
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 six months ended June 30, 2017 are not necessarily indicative of the operating results to be expected for any subsequent period or for the entire year ending December 31, 2017. 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, 2016, which are included in the Company’s Annual Report on Form 10-K |
Seasonality | Seasonality The timing of the Company’s revenue is affected by seasonal factors. The Company’s advertising and sponsorship revenue is seasonal, primarily due to the annual spending patterns of the Company’s advertising and sponsorship clients. 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. Additionally, 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, the value of foreign currency forward contracts, 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 prescription 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 over-the-counter WebMD Health Services The following table presents the revenues recognized from the four revenue groups described above during the three and six months ended June 30, 2017 and 2016: Three Months Ended Six Months Ended 2017 2016 2017 2016 Advertising and sponsorship Biopharma and medical device $ 110,283 $ 100,620 $ 199,763 $ 189,305 OTC, CPG and other 31,766 31,127 63,764 64,881 142,049 131,747 263,527 254,186 Health services 25,650 28,632 50,189 56,887 Information services 8,325 7,204 16,366 15,063 $ 176,024 $ 167,583 $ 330,082 $ 326,136 |
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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 Numerator: Net income – Basic $ 18,911 $ 17,780 $ 31,244 $ 33,498 Interest expense on 1.50% Notes, net of tax 878 878 1,757 1,757 Interest expense on 2.50% Notes, net of tax 1,827 1,827 3,653 3,653 Interest expense on 2.25% Notes, net of tax — — — 457 Interest expense on 2.625% Notes, net of tax 1,658 — — — Net income – Diluted $ 23,274 $ 20,485 $ 36,654 $ 39,365 Denominator: Weighted-average shares – Basic 37,127 38,041 36,996 37,654 Stock options and restricted stock 1,216 2,008 1,112 1,882 1.50% Notes 5,721 5,694 5,721 5,694 2.50% Notes 6,234 6,205 6,234 6,205 2.25% Notes — — — 707 2.625% Notes 4,154 — — — Adjusted weighted-average shares after assumed conversions – Diluted 54,452 51,948 50,063 52,142 Net income per common share: Basic $ 0.51 $ 0.47 $ 0.84 $ 0.89 Diluted $ 0.43 $ 0.39 $ 0.73 $ 0.75 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 Six Months Ended 2017 2016 2017 2016 Options and restricted stock 2,153 192 2,399 266 2.625% Notes — 1,378 4,154 689 2,153 1,570 6,553 955 |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period financial statements to conform with the current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Adopted During 2017 In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting No. 2016-09 The adoption of ASU No. 2016-09 • Net operating losses related to excess tax benefits on stock-based awards are now recognized as deferred tax assets on the balance sheet and are subject to a valuation allowance if the asset is not realizable. Effective January 1, 2017, the Company recorded a net cumulative-effect adjustment to increase retained earnings and increase deferred tax assets by $204,475 related to the recognition of the previously unrecognized tax benefits. • On a prospective basis, excess tax benefits and deficiencies generated when stock awards vest or settle are no longer recognized in equity but are instead recognized as a reduction or increase to the income tax provision, subject to a valuation allowance if the deduction is not realizable. During the three and six months ended June 30, 2017, the Company recorded decreases to its income tax provision of $289 and $556, respectively, reflecting the recognition of excess tax benefits for stock-based awards that vested or were settled during the periods. • Excess tax benefits on stock-based awards are now presented as an operating activity rather than as a financing activity within the consolidated statements of cash flows. The Company elected to retrospectively adopt the classification change in the statements of cash flows. Accordingly, $16,457 in excess tax benefits on stock-based awards for the six months ended June 30, 2016 were reclassified from financing activities to operating activities to conform with the current year presentation. • The Company has elected to account for forfeitures of stock-based awards as they occur, rather than estimate expected forfeitures. Effective January 1, 2017, the Company recorded a net cumulative-effect adjustment to decrease retained earnings and increase additional paid-in Accounting Pronouncements to be Adopted in the Future In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date No. 2014-09 No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers No. 2016-08, No. 2016-10, ASU No. 2016-12 No. 2016-20 No. 2014-09, No. 2014-09. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): No. 2016-01 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) right-of-use In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 six months ended June 30, 2017 and 2016: Three Months Ended Six Months Ended 2017 2016 2017 2016 Advertising and sponsorship Biopharma and medical device $ 110,283 $ 100,620 $ 199,763 $ 189,305 OTC, CPG and other 31,766 31,127 63,764 64,881 142,049 131,747 263,527 254,186 Health services 25,650 28,632 50,189 56,887 Information services 8,325 7,204 16,366 15,063 $ 176,024 $ 167,583 $ 330,082 $ 326,136 |
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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 Numerator: Net income – Basic $ 18,911 $ 17,780 $ 31,244 $ 33,498 Interest expense on 1.50% Notes, net of tax 878 878 1,757 1,757 Interest expense on 2.50% Notes, net of tax 1,827 1,827 3,653 3,653 Interest expense on 2.25% Notes, net of tax — — — 457 Interest expense on 2.625% Notes, net of tax 1,658 — — — Net income – Diluted $ 23,274 $ 20,485 $ 36,654 $ 39,365 Denominator: Weighted-average shares – Basic 37,127 38,041 36,996 37,654 Stock options and restricted stock 1,216 2,008 1,112 1,882 1.50% Notes 5,721 5,694 5,721 5,694 2.50% Notes 6,234 6,205 6,234 6,205 2.25% Notes — — — 707 2.625% Notes 4,154 — — — Adjusted weighted-average shares after assumed conversions – Diluted 54,452 51,948 50,063 52,142 Net income per common share: Basic $ 0.51 $ 0.47 $ 0.84 $ 0.89 Diluted $ 0.43 $ 0.39 $ 0.73 $ 0.75 |
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 Six Months Ended 2017 2016 2017 2016 Options and restricted stock 2,153 192 2,399 266 2.625% Notes — 1,378 4,154 689 2,153 1,570 6,553 955 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Balances of Convertible Notes | The balances of the Company’s convertible notes as of June 30, 2017 and December 31, 2016 consisted of the following: June 30, 2017 December 31, 2016 Principal Less Net Principal Less Net 2.50% Notes $ 400,000 $ (1,041 ) $ 398,959 $ 400,000 $ (1,934 ) $ 398,066 1.50% Notes $ 300,000 $ (3,985 ) $ 296,015 $ 300,000 $ (4,568 ) $ 295,432 2.625% Notes $ 360,000 $ (8,132 ) $ 351,868 $ 360,000 $ (8,810 ) $ 351,190 |
Fair Value of Financial Instr20
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Fair Value Amortized Fair Value Gross Amortized Fair Value Gross Cash and cash equivalents Level 1 $ 662,684 $ 662,684 $ — $ 492,424 $ 492,424 $ — U.S. Treasury securities Level 1 $ 447,987 $ 447,403 $ (584 ) $ 498,359 $ 498,500 $ 141 Equity security Level 1 $ — $ 103 $ 103 $ — $ 278 $ 278 |
Schedule of Fair Values of Foreign Currency Forward Contracts, Assets and Liabilities | The following table sets forth the fair values of foreign currency forward contracts, which are valued using Level 2 inputs, and the balance sheet lines in which they are recorded: Fair Value Asset (Liability) June 30, 2017 December 31, 2016 Prepaid expenses and other current assets $ 172 $ 806 Other assets $ 135 $ 256 Accrued expenses $ (239 ) $ (163 ) Other long-term liabilities $ (355 ) $ (9 ) |
Impact on Accumulated Other Comprehensive Income and Net Income from Foreign Currency Forward Contracts | The impact on accumulated other comprehensive (loss) income (“AOCI”) and net income from foreign currency forward contracts were as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 (Loss) gain recognized in AOCI $ (685 ) $ 578 $ (805 ) $ 578 (Loss) gain reclassified from AOCI to cost of operations $ (436 ) $ 346 $ (306 ) $ 346 |
Principal Amount and Estimated Fair Value of Company's Convertible Notes | The following table presents the principal amount and estimated fair value (based on Level 2 market price data) of the Company’s convertible notes as of June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Principal Fair Value Principal Fair Value 2.50% Notes $ 400,000 $ 414,040 $ 400,000 $ 409,000 1.50% Notes $ 300,000 $ 382,326 $ 300,000 $ 338,565 2.625% Notes $ 360,000 $ 356,371 $ 360,000 $ 341,928 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Summary of Changes in AOCI | The following table summarizes the Company’s changes in AOCI: Unrealized Gains Unrealized Gains Total Balance at December 31, 2015 $ 357 $ — $ 357 Unrealized gain before reclassifications 191 358 549 Amounts reclassified from AOCI to cost of operations — (214 ) (214 ) Net current period other comprehensive income 191 144 335 Balance at June 30, 2016 $ 548 $ 144 $ 692 Balance at December 31, 2016 $ 261 $ 241 $ 502 Unrealized loss before reclassifications (578 ) (499 ) (1,077 ) Amounts reclassified from AOCI to cost of operations — 190 190 Net current period other comprehensive loss (578 ) (309 ) (887 ) Balance at June 30, 2017 $ (317 ) $ (68 ) $ (385 ) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite and Indefinite Lived Intangible Assets | Intangible assets consist of the following: June 30, 2017 December 31, 2016 Gross Accumulated Net Weighted (a) Gross Accumulated Net Weighted (a) Content $ 15,954 $ (15,954 ) $ — — $ 15,954 $ (15,954 ) $ — — Customer relationships 34,057 (32,039 ) 2,018 1.1 34,057 (31,274 ) 2,783 1.9 Technology and patents 17,882 (17,882 ) — — 17,882 (17,355 ) 527 0.5 Trade names-definite lives 2,530 (2,530 ) — — 2,530 (2,530 ) — — Trade names-indefinite lives 4,464 — 4,464 n/a 4,464 — 4,464 n/a Total $ 74,887 $ (68,405 ) $ 6,482 $ 74,887 $ (67,113 ) $ 7,774 (a) The calculation of the weighted-average remaining useful life is based on the net book value and the remaining amortization period of each respective intangible asset. |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense was $642 and $1,292 during the three and six months ended June 30, 2017, respectively, and $780 and $1,560 during the three and six months ended June 30, 2016. Future amortization expense for intangible assets is estimated to be: Year Ending December 31: 2017 (July 1st to December 31st) $ 752 2018 $ 1,266 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 Average Aggregate (a) Outstanding at January 1, 2017 6,118,824 $ 41.55 Granted 175,300 50.72 Exercised (467,556 ) 36.54 Cancelled (214,169 ) 45.90 Outstanding at June 30, 2017 5,612,399 $ 42.08 7.3 $ 93,399 Vested and exercisable at the end of the period 2,408,594 $ 36.25 5.7 $ 54,034 (a) The aggregate intrinsic value is based on the market price of the Company’s Common Stock on June 30, 2017, which was $58.65, 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 June 30, 2017. |
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. Six Months Ended June 30, 2017 2016 Expected dividend yield 0.0 % 0.0 % Expected volatility 0.31 - 0.35 0.40 - 0.44 Risk-free interest rate 1.62% - 1.92 % 0.86% - 1.71 % Expected term (years) 3.9 - 4.7 4.0 - 4.8 Weighted-average fair value of options granted during the period $ 15.77 $ 18.89 |
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, 2017 880,026 $ 45.97 Granted 2,000 52.68 Vested (156,264 ) 43.81 Forfeited (18,910 ) 44.27 Balance at June 30, 2017 706,852 $ 46.51 |
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 Six Months Ended 2017 2016 2017 2016 Stock options $ 5,418 $ 4,940 $ 10,892 $ 10,190 Restricted stock 3,378 2,816 6,810 5,977 Other 116 116 233 233 Total stock-based compensation expense $ 8,912 $ 7,872 $ 17,935 $ 16,400 Included in: Cost of operations $ 1,514 $ 1,140 $ 3,090 $ 2,430 Sales and marketing 1,898 1,382 3,675 2,944 General and administrative 5,500 5,350 11,170 11,026 Total stock-based compensation expense $ 8,912 $ 7,872 $ 17,935 $ 16,400 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($)$ / shares | Jun. 30, 2017USD ($)Segment$ / shares | Jun. 30, 2016USD ($) | Jul. 24, 2017$ / shares | Jan. 01, 2017USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Common stock purchase price, per share | $ / shares | $ 58.65 | $ 58.65 | |||
Reportable segments | Segment | 1 | ||||
Accounting Standards Update 2016-09 [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Net cumulative-effect adjustment to increase deferred tax assets | $ 204,475 | ||||
Excess tax benefits and deficiencies resulted in decrease to income tax provision | $ 289 | $ 556 | |||
Excess tax benefits on stock-based awards reclassified from financing activities to operating activities | $ 16,457 | ||||
Subsequent Event [Member] | Merger Agreement [Member] | MH Sub I, LLC (Parent), and Diagnosis Merger Sub, Inc. [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Common stock purchase price, per share | $ / shares | $ 66.50 | ||||
Accumulated Deficit [Member] | Accounting Standards Update 2016-09 [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Net cumulative-effect adjustment | 204,475 | ||||
Accumulated Deficit [Member] | Unrecognized Compensation Expense Due To Estimated Forfeitures [Member] | Accounting Standards Update 2016-09 [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Net cumulative-effect adjustment | (1,947) | ||||
Additional Paid-In Capital [Member] | Unrecognized Compensation Expense Due To Estimated Forfeitures [Member] | Accounting Standards Update 2016-09 [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Net cumulative-effect adjustment | $ 1,947 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Summary of Revenues from Four Revenue Groups (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Summary of revenues relating to public and private portal | ||||
Revenue | $ 176,024 | $ 167,583 | $ 330,082 | $ 326,136 |
Biopharma and Medical Device [Member] | ||||
Summary of revenues relating to public and private portal | ||||
Revenue | 110,283 | 100,620 | 199,763 | 189,305 |
OTC, CPG and Other [Member] | ||||
Summary of revenues relating to public and private portal | ||||
Revenue | 31,766 | 31,127 | 63,764 | 64,881 |
Advertising and Sponsorship [Member] | ||||
Summary of revenues relating to public and private portal | ||||
Revenue | 142,049 | 131,747 | 263,527 | 254,186 |
Health Services [Member] | ||||
Summary of revenues relating to public and private portal | ||||
Revenue | 25,650 | 28,632 | 50,189 | 56,887 |
Information Services [Member] | ||||
Summary of revenues relating to public and private portal | ||||
Revenue | $ 8,325 | $ 7,204 | $ 16,366 | $ 15,063 |
Summary of Significant Accoun26
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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Numerator: | ||||
Net income - Basic | $ 18,911 | $ 17,780 | $ 31,244 | $ 33,498 |
Net income - Diluted | $ 23,274 | $ 20,485 | $ 36,654 | $ 39,365 |
Denominator: | ||||
Weighted-average shares - Basic | 37,127 | 38,041 | 36,996 | 37,654 |
Stock options and restricted stock | 1,216 | 2,008 | 1,112 | 1,882 |
Adjusted weighted-average shares after assumed conversions - Diluted | 54,452 | 51,948 | 50,063 | 52,142 |
Net income per common share: | ||||
Basic | $ 0.51 | $ 0.47 | $ 0.84 | $ 0.89 |
Diluted | $ 0.43 | $ 0.39 | $ 0.73 | $ 0.75 |
1.50% Convertible Notes Due 2020 [Member] | ||||
Numerator: | ||||
Interest expense, net of tax | $ 878 | $ 878 | $ 1,757 | $ 1,757 |
Denominator: | ||||
Convertible note | 5,721 | 5,694 | 5,721 | 5,694 |
2.50% Convertible Notes Due 2018 [Member] | ||||
Numerator: | ||||
Interest expense, net of tax | $ 1,827 | $ 1,827 | $ 3,653 | $ 3,653 |
Denominator: | ||||
Convertible note | 6,234 | 6,205 | 6,234 | 6,205 |
2.25% Convertible Notes Due 2016 [Member] | ||||
Numerator: | ||||
Interest expense, net of tax | $ 457 | |||
Denominator: | ||||
Convertible note | 707 | |||
2.625% Convertible Notes Due 2023 [Member] | ||||
Numerator: | ||||
Interest expense, net of tax | $ 1,658 | |||
Denominator: | ||||
Convertible note | 4,154 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Schedule of Net Income Per Common Shares (Parenthetical) (Detail) | Jun. 30, 2017 | Jun. 30, 2016 |
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% | 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% | 2.50% |
2.25% Convertible Notes Due 2016 [Member] | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Interest on notes | 2.25% | 2.25% |
2.625% Convertible Notes Due 2023 [Member] | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Interest on notes | 2.625% | 2.625% |
Summary of Significant Accoun28
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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
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 | 2,153 | 1,570 | 6,553 | 955 |
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 | 2,153 | 192 | 2,399 | 266 |
2.625% Convertible Notes Due 2023 [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 | 1,378 | 4,154 | 689 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Detail) $ / shares in Units, $ in Thousands | Dec. 16, 2016shares$ / shares | Jun. 01, 2016USD ($)shares$ / shares | Mar. 31, 2016USD ($) | Sep. 10, 2014shares$ / shares | Nov. 26, 2013USD ($)shares$ / shares | Sep. 11, 2013shares$ / shares | Apr. 04, 2012shares$ / shares | Mar. 14, 2011USD ($)shares$ / shares | Jan. 11, 2011USD ($)shares$ / shares | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2013USD ($)shares |
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from sale of notes | $ 350,254 | |||||||||||||
Maturity of convertible notes | $ 102,682 | |||||||||||||
2.50% Convertible Notes Due 2018 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Convertible notes due | $ 400,000 | $ 400,000 | ||||||||||||
Interest on convertible notes | 2.50% | 2.50% | ||||||||||||
Convertible notes | 398,066 | |||||||||||||
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 | |||||||||||||
Offering expenses | 12,655 | |||||||||||||
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 | $ 64.16 | $ 64.47 | $ 64.61 | $ 65.26 | $ 66.13 | |||||||||
Conversion rate of notes per thousand dollar of principal amount | 15.5854 | 15.5118 | 15.4764 | 15.3223 | 15.1220 | |||||||||
Common stock available upon conversion | shares | 6,234,160 | 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] | ||||||||||||||
Interest on convertible notes | 2.25% | 2.25% | ||||||||||||
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% | |||||||||||||
Proceeds from sale of notes | $ 387,400 | |||||||||||||
Offering expenses | 12,595 | |||||||||||||
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 | ||||||||
Pre-tax loss on repurchase of notes | $ (2,058) | $ (4,871) | ||||||||||||
Convertible notes | 102,682 | 252,232 | ||||||||||||
Maturity of convertible notes | $ 102,682 | |||||||||||||
2.25% Convertible Notes Due 2016 [Member] | Senior Notes [Member] | Privately Negotiated Transaction [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Convertible notes repurchased | 149,550 | 100,000 | ||||||||||||
Repurchased amount in cash open market | $ 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] | ||||||||||||||
Convertible notes due | $ 300,000 | 300,000 | ||||||||||||
Interest on convertible notes | 1.50% | 1.50% | ||||||||||||
Convertible notes | $ 296,015 | 295,432 | ||||||||||||
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 | |||||||||||||
Offering expenses | $ 8,177 | |||||||||||||
Conversion price per share of common stock | $ / shares | $ 52.44 | $ 52.69 | $ 52.81 | |||||||||||
Conversion rate of notes per thousand dollar of principal amount | 19.0695 | 18.9795 | 18.9362 | |||||||||||
Common stock available upon conversion | shares | 5,720,850 | 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% | |||||||||||||
2.625% Convertible Notes Due 2023 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Convertible notes due | $ 360,000 | 360,000 | ||||||||||||
Interest on convertible notes | 2.625% | 2.625% | ||||||||||||
Convertible notes | $ 351,868 | $ 351,190 | ||||||||||||
2.625% Convertible Notes Due 2023 [Member] | Senior Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Convertible notes due | $ 360,000 | |||||||||||||
Interest on convertible notes | 2.625% | |||||||||||||
Debt instrument, maturity date | Jun. 15, 2023 | |||||||||||||
Proceeds from sale of notes | $ 350,394 | |||||||||||||
Offering expenses | $ 9,606 | |||||||||||||
Conversion price per share of common stock | $ / shares | $ 86.66 | $ 87.07 | ||||||||||||
Conversion rate of notes per thousand dollar of principal amount | 11.5389 | 11.4845 | ||||||||||||
Common stock available upon conversion | shares | 4,154,004 | 4,134,420 | ||||||||||||
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% |
Convertible Notes - Schedule of
Convertible Notes - Schedule of Balances of Convertible Notes (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
2.50% Convertible Notes Due 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 400,000 | $ 400,000 |
Unamortized Debt Issuance Costs | (1,041) | (1,934) |
Net Carrying Amount | 398,066 | |
Net Carrying Amount | 398,959 | |
1.50% Convertible Notes Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 300,000 | 300,000 |
Unamortized Debt Issuance Costs | (3,985) | (4,568) |
Net Carrying Amount | 296,015 | 295,432 |
2.625% Convertible Notes Due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Principal Amount | 360,000 | 360,000 |
Unamortized Debt Issuance Costs | (8,132) | (8,810) |
Net Carrying Amount | $ 351,868 | $ 351,190 |
Fair Value of Financial Instr31
Fair Value of Financial Instruments - Financial Assets Measured and Recorded at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jan. 31, 2017 | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and cash equivalents, Amortized Cost Basis | $ 662,684 | $ 492,424 | $ 69,545 | $ 641,165 | |
U.S. Treasury securities, Amortized Cost Basis | 447,403 | 498,500 | |||
U.S. Treasury Securities [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
U.S. Treasury securities, Amortized Cost Basis | 498,332 | $ 446,042 | |||
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 | 662,684 | 492,424 | |||
Cash and cash equivalents, Fair Value | 662,684 | 492,424 | |||
Cash and cash equivalents, Gross Unrealized Gains (Losses) | 0 | 0 | |||
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Equity Security [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Available-for-sale-security, Amortized cost basis | 0 | 0 | |||
Equity security, Fair value | 103 | 278 | |||
Equity security, Gross unrealized gains (Losses) | 103 | 278 | |||
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | U.S. Treasury Securities [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
U.S. Treasury securities, Amortized Cost Basis | 447,987 | 498,359 | |||
U.S. Treasury securities, Fair Value | 447,403 | 498,500 | |||
U.S. Treasury securities, Gross Unrealized Gains (Losses) | $ (584) | $ 141 |
Fair Value of Financial Instr32
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Jun. 30, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investments | $ 447,403 | $ 498,500 | ||
Derivative, notional amount | 13,253 | 15,401 | ||
U.S. Treasury Securities [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investments | $ 446,042 | 498,332 | ||
Privately Held Company [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carrying Amount | $ 3,872 | $ 3,872 | ||
Decrease in investments due to partial cash redemptions | $ 526 |
Fair Value of Financial Instr33
Fair Value of Financial Instruments - Schedule of Fair Values of Foreign Currency Forward Contracts, Assets and Liabilities (Detail) - Level 2 [Member] - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Accrued Expenses [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair values of foreign currency forward contracts, liabilities | $ (239) | $ (163) |
Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair values of foreign currency forward contracts, assets | 172 | 806 |
Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair values of foreign currency forward contracts, assets | 135 | 256 |
Other Long-Term Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair values of foreign currency forward contracts, liabilities | $ (355) | $ (9) |
Fair Value of Financial Instr34
Fair Value of Financial Instruments - Impact on Accumulated Other Comprehensive Income and Net Income from Foreign Currency Forward Contracts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Foreign Currency Derivatives [Abstract] | ||||
(Loss) gain recognized in AOCI | $ (685) | $ 578 | $ (805) | $ 578 |
(Loss) gain reclassified from AOCI to cost of operations | $ (436) | $ 346 | $ (306) | $ 346 |
Fair Value of Financial Instr35
Fair Value of Financial Instruments - Principal Amount and Estimated Fair Value of Company's Convertible Notes (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 01, 2016 | Nov. 26, 2013 | Jan. 11, 2011 |
2.50% Convertible Notes Due 2018 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notes, Principal 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, Principal Amount | 300,000 | 300,000 | |||
2.625% Convertible Notes Due 2023 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notes, Principal Amount | 360,000 | 360,000 | |||
Senior Notes [Member] | 2.50% Convertible Notes Due 2018 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notes, Principal Amount | $ 400,000 | ||||
Senior Notes [Member] | 1.50% Convertible Notes Due 2020 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notes, Principal Amount | $ 300,000 | ||||
Senior Notes [Member] | 2.625% Convertible Notes Due 2023 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notes, Principal Amount | $ 360,000 | ||||
Level 2 [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, Principal Amount | 400,000 | 400,000 | |||
Notes, Fair Value | 414,040 | 409,000 | |||
Level 2 [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, Principal Amount | 300,000 | 300,000 | |||
Notes, Fair Value | 382,326 | 338,565 | |||
Level 2 [Member] | Senior Notes [Member] | 2.625% Convertible Notes Due 2023 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notes, Principal Amount | 360,000 | 360,000 | |||
Notes, Fair Value | $ 356,371 | $ 341,928 |
Fair Value of Financial Instr36
Fair Value of Financial Instruments - Principal Amount and Estimated Fair Value of Company's Convertible Notes (Parenthetical) (Detail) | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Jun. 01, 2016 | Nov. 26, 2013 | Jan. 11, 2011 |
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% | ||||
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 2 [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% | ||||
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 2 [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% | ||||
2.625% Convertible Notes Due 2023 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Interest on convertible notes | 2.625% | 2.625% | ||||
2.625% Convertible Notes Due 2023 [Member] | Senior Notes [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Interest on convertible notes | 2.625% | |||||
2.625% Convertible Notes Due 2023 [Member] | Level 2 [Member] | Senior Notes [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Interest on convertible notes | 2.625% | 2.625% |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 15, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Nov. 30, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Oct. 31, 2011 | Aug. 31, 2011 |
2016 Tender Offer [Member] | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Common stock repurchased, shares | 2,000,000 | ||||||||||||
Common stock repurchased, price per share | $ 55 | ||||||||||||
Common stock repurchased, total consideration | $ 110,413 | ||||||||||||
Costs directly attributable to repurchase of common stock | $ 413 | ||||||||||||
2011 Program [Member] | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Common stock repurchased, shares | 0 | 0 | 0 | 0 | |||||||||
Funds authorized to repurchase common stock | $ 35,198 | $ 27,451 | $ 23,895 | $ 30,000 | $ 40,000 | $ 50,000 | $ 75,000 | $ 75,000 | |||||
Stock repurchase program, remaining authorized repurchase amount | $ 45,611 | $ 45,611 |
Equity - Summary of Changes in
Equity - Summary of Changes in AOCI (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | $ 502 | |
Ending Balance | (385) | |
Unrealized Gains (Losses) on Marketable Securities, Net of Tax [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | 261 | $ 357 |
Unrealized loss before reclassifications | (578) | 191 |
Net current period other comprehensive income (loss) | (578) | 191 |
Ending Balance | (317) | 548 |
Unrealized Gains (Losses) on Foreign Currency Forward Contracts, Net of Tax [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | 241 | |
Unrealized loss before reclassifications | (499) | 358 |
Amounts reclassified from AOCI to cost of operations | 190 | (214) |
Net current period other comprehensive income (loss) | (309) | 144 |
Ending Balance | (68) | 144 |
Accumulated Other Comprehensive (Loss) Income [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | 502 | 357 |
Unrealized loss before reclassifications | (1,077) | 549 |
Amounts reclassified from AOCI to cost of operations | 190 | (214) |
Net current period other comprehensive income (loss) | (887) | 335 |
Ending Balance | $ (385) | $ 692 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite and Indefinite Lived Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
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 | (68,405) | (67,113) |
Indefinite and finite lived intangible assets, Net | 6,482 | 7,774 |
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 | (32,039) | (31,274) |
Finite lived intangible assets, Net | $ 2,018 | $ 2,783 |
Intangible Assets, Weighted Average Remaining Useful Life | 1 year 1 month 6 days | 1 year 10 months 25 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 | (17,882) | (17,355) |
Finite lived intangible assets, Net | $ 527 | |
Intangible Assets, Weighted Average Remaining Useful Life | 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 | (2,530) | (2,530) |
Trade Names-Indefinite Lives [Member] | ||
Acquired Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, Gross Carrying Amount | 4,464 | 4,464 |
Indefinite-lived intangible assets, Net | $ 4,464 | $ 4,464 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 642 | $ 780 | $ 1,292 | $ 1,560 |
Intangible Assets - Schedule 41
Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Detail) $ in Thousands | Jun. 30, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2017 (July 1st to December 31st) | $ 752 |
2,018 | $ 1,266 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Jan. 25, 2016Defendants | May 08, 2015PlaintiffDefendants |
Dual Diagnosis Treatment Center [Member] | ||
Loss Contingencies [Line Items] | ||
Number of plaintiffs | Plaintiff | 6 | |
Dual Diagnosis Treatment Center [Member] | Blue Cross Blue Shield [Member] | ||
Loss Contingencies [Line Items] | ||
Number of defendants | 28 | |
Dual Diagnosis Treatment Center [Member] | Claims Against Health Plan [Member] | Minimum [Member] | ||
Loss Contingencies [Line Items] | ||
Number of defendants | 41 | |
Dual Diagnosis Treatment Center Amended Complaint [Member] | Claims Against Health Plan [Member] | ||
Loss Contingencies [Line Items] | ||
Number of defendants | 184 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 01, 2017 | Nov. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Shares authorized under 2005 Plan | 25,550,000 | 25,550,000 | ||||
Additional number of shares issuable | 575,000 | |||||
Common stock available for future grants | 1,238,518 | 1,238,518 | ||||
Proceeds from exercise of stock options | $ 7,520 | $ 19,247 | $ 14,124 | $ 49,412 | ||
Employee withholding tax paid | 553 | 2,920 | 4,417 | 3,810 | ||
Combined value of stock options exercised and vested restricted stock | 4,597 | 17,060 | 15,478 | 39,294 | ||
Stock-based compensation expense | 8,912 | 7,872 | 17,935 | 16,400 | ||
Unrecognized stock-based compensation expense related to unvested awards | $ 60,600 | $ 60,600 | ||||
Period for recognition of unrecognized stock based compensation expense | 2 years 8 months 12 days | |||||
Non Executive Officer [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Common stock available for future grants | 281,200 | 281,200 | ||||
Directors [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Stock-based compensation expense | $ 116 | 116 | $ 233 | 233 | ||
Restricted Stock [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Performance-based Restricted Stock granted to two senior executives | 2,000 | |||||
Stock-based compensation expense | 3,378 | 2,816 | $ 6,810 | 5,977 | ||
Restricted Stock [Member] | Performance Shares [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Performance-based Restricted Stock granted to two senior executives | 55,000 | |||||
Stock Options [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Expiration period from grant date | 10 years | |||||
Stock-based compensation expense | $ 5,418 | $ 4,940 | $ 10,892 | $ 10,190 | ||
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 | |||||
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 | 3 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 | |||||
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 | 4 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-Based Compensation, Stock Options, Activity (Detail) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Shares Outstanding, Beginning Balance | shares | 6,118,824 |
Granted, Shares | shares | 175,300 |
Exercised, Shares | shares | (467,556) |
Cancelled, Shares | shares | (214,169) |
Shares Outstanding, Ending Balance | shares | 5,612,399 |
Vested and Exercisable, Shares | shares | 2,408,594 |
Weighted Average Exercise Price Per Share, Outstanding, at the beginning of the period | $ / shares | $ 41.55 |
Weighted Average Exercise Price Per Share, Granted | $ / shares | 50.72 |
Weighted Average Exercise Price Per Share, Exercised | $ / shares | 36.54 |
Weighted Average Exercise Price Per Share, Cancelled | $ / shares | 45.90 |
Weighted Average Exercise Price Per Share, Outstanding, at the end of the period | $ / shares | 42.08 |
Weighted Average Exercise Price per Share, Vested and exercisable at the end of the period | $ / shares | $ 36.25 |
Weighted Average Remaining Contractual Life (In Years), Outstanding | 7 years 3 months 19 days |
Weighted Average Remaining Contractual Life (In Years), Vested and exercisable at the end of the period | 5 years 8 months 12 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 93,399 |
Aggregate Intrinsic Value, Vested and Exercisable | $ | $ 54,034 |
Stock-Based Compensation - Sc45
Stock-Based Compensation - Schedule of Share-Based Compensation, Stock Options, Activity (Parenthetical) (Detail) | Jun. 30, 2017$ / shares |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Market price of common stock | $ 58.65 |
Stock-Based Compensation - Sc46
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected volatility, Minimum | 31.00% | 40.00% |
Expected volatility, Maximum | 35.00% | 44.00% |
Risk-free interest rate, Minimum | 1.62% | 0.86% |
Risk-free interest rate, Maximum | 1.92% | 1.71% |
Weighted-average fair value of options granted during the period | $ 15.77 | $ 18.89 |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 3 years 10 months 25 days | 4 years |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 4 years 8 months 12 days | 4 years 9 months 18 days |
Stock-Based Compensation - Sc47
Stock-Based Compensation - Schedule of Share-based Compensation, Restricted Stock Awards, Activity (Detail) - Restricted Stock [Member] | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Stock Awards, Shares, Balance at the beginning of the year | shares | 880,026 |
Restricted Stock Awards, Shares, Granted | shares | 2,000 |
Restricted Stock Awards, Shares, Vested | shares | (156,264) |
Restricted Stock Awards, Shares, Forfeited | shares | (18,910) |
Restricted Stock Awards, Shares, Balance at the end of the year | shares | 706,852 |
Weighted Average Grant Date Fair Value, Balance at the beginning of the year | $ / shares | $ 45.97 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 52.68 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 43.81 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 44.27 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 46.51 |
Stock-Based Compensation - Sc48
Stock-Based Compensation - Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 8,912 | $ 7,872 | $ 17,935 | $ 16,400 |
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 5,418 | 4,940 | 10,892 | 10,190 |
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 3,378 | 2,816 | 6,810 | 5,977 |
Cost of Operations [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,514 | 1,140 | 3,090 | 2,430 |
Sales and Marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,898 | 1,382 | 3,675 | 2,944 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 5,500 | 5,350 | 11,170 | 11,026 |
Other [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 116 | $ 116 | $ 233 | $ 233 |
Other Income - Additional Infor
Other Income - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Gain on sale of property and equipment | $ 562 | |
Other Income | ||
Gain on sale of property and equipment | $ 562 | |
Other Income | Employee Severance [Member] | ||
Adjustment of severance and related expenses | $ 433 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) | Jul. 24, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Common stock par value, per share | $ 0.01 | $ 0.01 | |
Common stock purchase price, per share | $ 58.65 | ||
Subsequent Event [Member] | Merger Agreement [Member] | MH Sub I, LLC (Parent), and Diagnosis Merger Sub, Inc. [Member] | |||
Tender offer period | 10 days | ||
Common stock par value, per share | $ 0.01 | ||
Common stock purchase price, per share | $ 66.50 | ||
Merger termination fees | $ 75,000 | ||
Reverse merger termination fees | $ 175,000 |