Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'HMHC | ' |
Entity Registrant Name | 'Houghton Mifflin Harcourt Co | ' |
Entity Central Index Key | '0001580156 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 141,479,963 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $296,840 | $313,628 |
Short-term investments | 291,637 | 111,721 |
Accounts receivable, net of allowance for bad debts and book returns of $46.1 million and $40.6 million, respectively | 528,400 | 318,101 |
Inventories | 190,426 | 182,194 |
Deferred income taxes | 19,627 | 29,842 |
Prepaid expenses and other assets | 14,485 | 16,130 |
Total current assets | 1,341,415 | 971,616 |
Property, plant, and equipment, net | 137,847 | 140,848 |
Pre-publication costs, net | 249,081 | 269,488 |
Royalty advances to authors, net of allowance of $49.6 million and $41.2 million, respectively | 49,713 | 46,881 |
Goodwill | 532,921 | 531,786 |
Other intangible assets, net | 830,607 | 919,994 |
Other assets | 36,121 | 29,773 |
Total assets | 3,177,705 | 2,910,386 |
Current liabilities | ' | ' |
Current portion of long-term debt | 2,500 | 2,500 |
Accounts payable | 100,050 | 105,012 |
Royalties payable | 85,842 | 65,387 |
Salaries, wages, and commissions payable | 61,711 | 29,945 |
Deferred revenue | 162,372 | 107,905 |
Interest payable | 48 | 55 |
Severance and other charges | 5,648 | 8,184 |
Accrued postretirement benefits | 2,141 | 2,141 |
Other liabilities | 37,787 | 32,002 |
Total current liabilities | 458,099 | 353,131 |
Long-term debt | 241,250 | 243,125 |
Royalties payable | ' | 1,520 |
Long-term deferred revenue | 379,685 | 189,258 |
Accrued pension benefits | 16,066 | 24,405 |
Accrued postretirement benefits | 21,963 | 23,860 |
Deferred income taxes | 109,836 | 116,999 |
Other liabilities | 102,582 | 107,812 |
Total liabilities | 1,329,481 | 1,060,110 |
Commitments and contingencies (Note 12) | ' | ' |
Stockholders' equity | ' | ' |
Preferred stock, $0.01 par value: 20,000,000 shares authorized; no shares issued and outstanding at September 30, 2014 and December 31, 2013 | ' | ' |
Common stock, $0.01 par value: 380,000,000 shares authorized; 141,354,618 and 140,044,400 shares issued at September 30, 2014 and December 31, 2013, respectively; 141,272,596 and 139,962,378 shares outstanding at September 30, 2014 and December 31, 2013, respectively | 1,400 | 1,400 |
Treasury stock, 82,022 shares as of September 30, 2014 and December 31, 2013 | ' | ' |
Capital in excess of par value | 4,774,089 | 4,750,589 |
Accumulated deficit | -2,916,179 | -2,888,422 |
Accumulated other comprehensive income (loss) | -11,086 | -13,291 |
Total stockholders' equity | 1,848,224 | 1,850,276 |
Total liabilities and stockholders' equity | $3,177,705 | $2,910,386 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Millions, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance for bad debts and book returns | $46.10 | $40.60 |
Royalty advances to authors, allowance | $49.60 | $41.20 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 380,000,000 | 380,000,000 |
Common stock, shares issued | 141,354,618 | 140,044,400 |
Common stock, shares outstanding | 141,272,596 | 139,962,378 |
Treasury stock, shares | 82,022 | 82,022 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Net sales | $551,008 | $550,190 | $1,106,831 | $1,079,735 |
Costs and expenses | ' | ' | ' | ' |
Cost of sales, excluding pre-publication and publishing rights amortization | 205,395 | 214,750 | 464,839 | 460,566 |
Publishing rights amortization | 28,100 | 36,200 | 89,600 | 122,200 |
Pre-publication amortization | 33,463 | 31,815 | 94,500 | 88,468 |
Cost of sales | 263,906 | 280,066 | 639,914 | 655,122 |
Selling and administrative | 167,741 | 156,592 | 457,034 | 420,295 |
Other intangible asset amortization | 3,029 | 2,654 | 8,981 | 16,087 |
Impairment charge for investment in preferred stock, pre-publication costs and fixed assets | ' | ' | 1,279 | 8,500 |
Severance and other charges | 181 | 3,343 | 5,300 | 6,824 |
Operating income (loss) | 116,151 | 107,535 | -5,677 | -27,093 |
Other income (expense) | ' | ' | ' | ' |
Interest expense | -4,662 | -5,041 | -13,354 | -16,626 |
Change in fair value of derivative instruments | -1,252 | 250 | -1,560 | -229 |
Loss on extinguishment of debt | ' | ' | ' | -598 |
Income (loss) before taxes | 110,237 | 102,744 | -20,591 | -44,546 |
Income tax expense (benefit) | 3,207 | -2,368 | 7,166 | 1,989 |
Net income (loss) | 107,030 | 105,112 | -27,757 | -46,535 |
Net income (loss) per share attributable to common stockholders | ' | ' | ' | ' |
Basic | $0.76 | $0.75 | ($0.20) | ($0.33) |
Diluted | $0.75 | $0.75 | ($0.20) | ($0.33) |
Weighted average shares outstanding | ' | ' | ' | ' |
Basic | 140,742,786 | 139,919,218 | 140,269,383 | 139,918,392 |
Diluted | 143,583,901 | 140,357,220 | 140,269,383 | 139,918,392 |
Publishing Rights [Member] | ' | ' | ' | ' |
Costs and expenses | ' | ' | ' | ' |
Publishing rights amortization | $25,048 | $33,501 | $80,575 | $106,088 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive (Loss) Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income (loss) | $107,030 | $105,112 | ($27,757) | ($46,535) |
Other comprehensive income (loss), net of taxes: | ' | ' | ' | ' |
Foreign currency translation adjustments | -485 | 501 | 218 | 22 |
Net changes related to pension liabilities, reclassified from accumulated other comprehensive income | ' | ' | ' | ' |
Amortization of prior service cost | ' | ' | 243 | ' |
Settlement loss recognized | ' | ' | 1,740 | ' |
Change in pension liability, net | ' | ' | 1,983 | ' |
Unrealized gain (loss) on short-term investments | ' | 7 | 4 | -4 |
Other comprehensive income (loss), net of taxes | -485 | 508 | 2,205 | 18 |
Comprehensive income (loss) | $106,545 | $105,620 | ($25,552) | ($46,517) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities | ' | ' |
Net loss | ($27,757) | ($46,535) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ' | ' |
Gain on sale of assets | ' | -2,720 |
Depreciation and amortization expense | 236,941 | 254,964 |
Amortization of deferred financing costs | 3,563 | 3,609 |
Deferred income taxes | 3,052 | 1,415 |
Noncash stock-based compensation expense | 8,805 | 6,923 |
Change in fair value of derivative instruments | 1,560 | 229 |
Loss on extinguishment of debt | ' | 598 |
Impairment charge for investment in preferred stock, pre-publication costs and fixed assets | 1,279 | 8,500 |
Changes in operating assets and liabilities, net of acquisitions | ' | ' |
Accounts receivable | -207,212 | -246,156 |
Inventories | -8,228 | -843 |
Accounts payable and accrued expenses | 47,409 | 92,384 |
Royalties, net | 16,103 | 2,080 |
Deferred revenue | 244,043 | 3,799 |
Interest payable | -7 | -18 |
Severance and other charges | -4,988 | -1,916 |
Accrued pension and postretirement benefits | -10,236 | -11,695 |
Other, net | -3,601 | -18,325 |
Net cash (used in) provided by operating activities | 300,726 | 46,293 |
Cash flows from investing activities | ' | ' |
Proceeds from sales and maturities of short-term investments | 94,190 | 193,632 |
Purchases of short-term investments | -274,599 | -174,672 |
Additions to pre-publication costs | -90,280 | -112,597 |
Additions to property, plant, and equipment | -49,779 | -46,232 |
Proceeds from sale of assets | ' | 4,825 |
Acquisition of business, net of cash acquired | -9,091 | -5,276 |
Investment in preferred stock | ' | -1,500 |
Net cash (used in) provided by investing activities | -329,559 | -141,820 |
Cash flows from financing activities | ' | ' |
Payments of long-term debt | -1,875 | -1,875 |
Tax withholding payments related to net share settlements of restricted stock units | -723 | ' |
Proceeds from stock option exercises | 14,643 | ' |
Net cash provided by (used in) financing activities | 12,045 | -1,875 |
Net (decrease) increase in cash and cash equivalents | -16,788 | -97,402 |
Cash and cash equivalents | ' | ' |
Beginning of period | 313,628 | 329,078 |
Net (decrease) increase in cash and cash equivalents | -16,788 | -97,402 |
End of period | 296,840 | 231,676 |
Supplementary disclosure of cash flow information | ' | ' |
Property, plant, and equipment acquired under capital leases (non cash) | 3,644 | 4,591 |
Pre-publication Costs [Member] | ' | ' |
Supplementary disclosure of cash flow information | ' | ' |
Costs included in accounts payable (non cash) | 8,534 | 11,239 |
Property, Plant, and Equipment [Member] | ' | ' |
Supplementary disclosure of cash flow information | ' | ' |
Costs included in accounts payable (non cash) | $1,914 | $2,847 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended | |
Sep. 30, 2014 | ||
Accounting Policies [Abstract] | ' | |
Basis of Presentation | ' | |
1 | Basis of Presentation | |
Houghton Mifflin Harcourt Company, formerly known as HMH Holdings (Delaware), Inc. (“HMH”, “Houghton Mifflin Harcourt”, “we”, “us”, “our”, or the “Company”), is a leading global provider of education solutions, delivering content, technology, services and media to over 50 million students in over 150 countries worldwide. We deliver our offerings to both educational institutions and consumers around the world. We believe our long-standing reputation and well-known brands enable us to capitalize on consumer and digital trends in the education market through our existing and developing channels. Furthermore, since 1832, we have published trade and reference materials, including adult and children’s fiction and non-fiction books that have won industry awards such as the Pulitzer Prize, Newbery and Caldecott medals and National Book Award, all of which are generally known. | ||
The consolidated financial statements of HMH include the accounts of all of our wholly-owned subsidiaries as of September 30, 2014 and December 31, 2013 and the three and nine month periods ended September 30, 2014 and September 30, 2013. | ||
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of management, our unaudited consolidated financial statements and accompanying notes include all adjustments (consisting of normal recurring adjustments) considered necessary by management to fairly state the results of operations, financial position and cash flows for the interim periods presented. Interim results of operations are not necessarily indicative of the results for the full year or for any future period. These financial statements should be read in conjunction with the annual financial statements and the notes thereto also included therein. | ||
During the first quarter of 2014, we recorded an out of period correction of approximately $1.1 million reducing net sales and increasing deferred revenue that should have been deferred previously. In addition, during the first quarter of 2014, we recorded approximately $3.5 million of incremental expense, primarily commissions, related to the prior year. These out-of-period corrections had no impact on our debt covenant compliance. Management believes these out-of-period corrections are not material to the current period financial statements or any previously issued financial statements and does not expect them to be material for the full fiscal year 2014. Additionally, we revised previously reported December 31, 2013 balance sheet amounts to severance and other charges of $7.3 million, which has been reclassified as long term and to current deferred revenue of $5.2 million which has also been reclassified as long term. This revision was not material to the reported consolidated balance sheet for any previously filed periods. | ||
Seasonality and Comparability | ||
Our net sales, operating profit and operating cash flows are impacted by the inherent seasonality of the academic calendar. Consequently, the performance of our businesses may not be comparable quarter to consecutive quarter and should be considered on the basis of results for the whole year or by comparing results in a quarter with results in the same quarter for the previous year. | ||
Approximately 88% of our net sales for the year ended December 31, 2013 were derived from our Education segment, which is a markedly seasonal business. Schools make most of their purchases in the second and third quarters of the calendar year in preparation for the beginning of the school year. Thus, over the past three years, approximately 67% of consolidated net sales have historically been realized in the second and third quarters. Sales of K-12 instructional materials and customized testing products are also cyclical, with some years offering more sales opportunities than others. The amount of funding available at the state level for educational materials also has a significant effect on year-to-year net sales. Although the loss of a single school customer would not have a material adverse effect on our business, schedules of school adoptions and market acceptance of our products can materially affect year-to-year net sales performance. |
Significant_Accounting_Policie
Significant Accounting Policies and Estimates | 9 Months Ended | |
Sep. 30, 2014 | ||
Accounting Policies [Abstract] | ' | |
Significant Accounting Policies and Estimates | ' | |
2 | Significant Accounting Policies and Estimates | |
Our financial results are affected by the selection and application of accounting policies and methods. There were no material changes in the three and nine months ended September 30, 2014 to the application of significant accounting policies and estimates as described in our audited financial statements for the year ended December 31, 2013. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended | |
Sep. 30, 2014 | ||
Accounting Changes and Error Corrections [Abstract] | ' | |
Recent Accounting Pronouncements | ' | |
3 | Recent Accounting Pronouncements | |
Recent accounting pronouncements not included below, are not expected to have a material impact on our consolidated financial position and results of operations. | ||
In August 2014, the Financial Accounting Standards Board (“FASB”) issued new guidance related to the disclosures around going concern. The new standard provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have an impact on our consolidated financial statements or disclosures. | ||
In June 2014, the FASB issued new guidance related to stock compensation. The new standard requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 and can be applied either prospectively or retrospectively to all awards outstanding as of the beginning of the earliest annual period presented as an adjustment to opening retained earnings. Early adoption is permitted. We do not believe the adoption of this new accounting standard will impact our consolidated financial statements. | ||
In May 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective beginning January 1, 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We are in the process of evaluating the impact of adopting this new accounting standard on our consolidated financial statements. | ||
In April 2014, the FASB issued new guidance related to reporting discontinued operations. This new standard raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The new standard is effective for fiscal years beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. We do not believe the adoption of this new accounting standard will impact our consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended | |
Sep. 30, 2014 | ||
Business Combinations [Abstract] | ' | |
Acquisitions | ' | |
4 | Acquisitions | |
On May 12, 2014, we completed the acquisition of certain assets and liabilities of Channel One News, which is a digital content provider dedicated to encouraging kids to be informed, digitally-savvy global citizens. The acquisition allows for continued development of high-quality digital content for students, teachers and parents across multiple modalities, and brings video and cross-media production capabilities to HMH. | ||
On May 19, 2014, we completed the acquisition of 100% of the stock of Curiosityville, which is an online personalized learning environment that helps children ages 3-8 learn through playful exploration and discovery both at home and in pre-school settings. The acquisition also includes its proprietary data collection and analytics engine, the Learning Tree, which provides real-time information on individual learners and personalized recommendations for learning, both online and offline. | ||
On June 30, 2014, we completed the acquisition of 100% of the stock of School Chapters, which is an educational solutions provider dedicated to standards-based education quality management, accreditation services and community-based resources for educators and learners across the pre-K-12 and college spectrum. | ||
The total aggregate purchase price for the three acquisitions described above was approximately $9.5 million, which consisted of cash at closing of approximately $9.1 million, and amounts in accrued liabilities of approximately $0.4 million. Goodwill, other intangible assets, accounts receivable, property, plant, and equipment, other assets and other liabilities recorded as part of the acquisitions totaled approximately $1.1 million, $0.2 million, $3.1 million, $6.8 million, $0.4 million and $1.7 million, respectively. | ||
The 2014 transactions were accounted for under the acquisition method of accounting. We allocated the purchase price to each of the assets and liabilities acquired at estimated fair values as of the acquisition date. The excess of the purchase price over the net amounts assigned to the fair value of the assets acquired and liabilities assumed was recorded as goodwill. The financial results of each company acquired were included within our financial statements from their respective dates of acquisition. The acquisitions were not considered to be material for purposes of additional disclosure. | ||
In 2013, we made a $1.5 million investment in preferred stock. Based on impairment indicators, we were required to remeasure the fair value of our 2013 investment with any resulting gain or loss recognized in the statement of operations. Based on the implied fair value of the investment, we recorded an impairment charge of approximately $1.3 million during the nine months ended September 30, 2014 relating to the fair value remeasurement. |
Inventories
Inventories | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
5 | Inventories | ||||||||
Inventories consisted of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Finished goods | $ | 185,599 | $ | 177,017 | |||||
Raw materials | 4,827 | 5,177 | |||||||
Inventory | $ | 190,426 | $ | 182,194 | |||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Goodwill and Other Intangible Assets | ' | ||||||||||||||||
6 | Goodwill and Other Intangible Assets | ||||||||||||||||
Goodwill and other intangible assets consisted of the following: | |||||||||||||||||
September 30, 2014 | December 31, 2013 | ||||||||||||||||
Cost | Accumulated | Cost | Accumulated | ||||||||||||||
Amortization | Amortization | ||||||||||||||||
Goodwill | $ | 532,921 | $ | — | $ | 531,786 | $ | — | |||||||||
Trademarks and trade names | 440,119 | — | 440,005 | — | |||||||||||||
Publishing rights | 1,180,000 | (864,512 | ) | 1,180,000 | (783,937 | ) | |||||||||||
Customer related and other | 283,227 | (208,227 | ) | 283,172 | (199,246 | ) | |||||||||||
$ | 2,436,267 | $ | (1,072,739 | ) | $ | 2,434,963 | $ | (983,183 | ) | ||||||||
The changes in the carrying amount of goodwill for the periods ended September 30, 2014 and December 31, 2013 were as follows: | |||||||||||||||||
Goodwill | $ | 1,974,286 | |||||||||||||||
Accumulated impairment losses | (1,442,500 | ) | |||||||||||||||
Balance at December 31, 2013 | $ | 531,786 | |||||||||||||||
Acquisitions | 1,135 | ||||||||||||||||
Balance at September 30, 2014 | $ | 532,921 | |||||||||||||||
Goodwill | 1,975,421 | ||||||||||||||||
Accumulated impairment losses | (1,442,500 | ) | |||||||||||||||
Balance at September 30, 2014 | $ | 532,921 | |||||||||||||||
Amortization expense for publishing rights and customer related and other intangibles were $28.1 million and $36.2 million for the three months ended September 30, 2014 and 2013, respectively, and $89.6 million and $122.2 million for the nine months ended September 30, 2014 and 2013, respectively. |
Debt
Debt | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt | ' | ||||||||
7 | Debt | ||||||||
Our debt consisted of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
$250,000 term loan due May 21, 2018 interest payable monthly | $ | 243,750 | $ | 245,625 | |||||
Less: Current portion of long-term debt | 2,500 | 2,500 | |||||||
Total long-term debt | $ | 241,250 | $ | 243,125 | |||||
On January 15, 2014, we entered into Amendment No. 4 to our term loan facility, which reduced the interest rate applicable to outstanding borrowings by 1.0%. The transaction was accounted for under the accounting guidance for debt modifications and extinguishments. We recorded an expense of approximately $1.0 million relating to third party transaction fees which was included in the selling and administrative line item in its consolidated statements of operations for the nine months ended September 30, 2014. | |||||||||
Loan Covenants | |||||||||
We are required to meet certain restrictive financial covenants as defined under our term loan facility and revolving credit facility. We have financial covenants pertaining to interest coverage, maximum leverage, and fixed charge ratios. The interest coverage ratio is now 9.0 to 1.0 for all fiscal quarters ending through maturity. The maximum leverage ratio is now 2.0 to 1.0 for all fiscal quarters ending through maturity. The fixed charge ratio, which only pertains to the revolving credit facility and is only tested in limited situations, is 1.0 to 1.0 through the end of the facility. As of September 30, 2014, we were in compliance with all of our debt covenants. | |||||||||
Loan Guarantees | |||||||||
Under both the revolving credit facility and the term loan facility, Houghton Mifflin Harcourt Publishers Inc., HMH Publishers LLC and Houghton Mifflin Harcourt Publishing Company are the borrowers (collectively, the “Borrowers”), and Citibank, N.A. acts as both the administrative agent and the collateral agent. | |||||||||
The obligations under our senior secured credit facilities are guaranteed by the Company and each of its direct and indirect for-profit domestic subsidiaries (other than the Borrowers) (collectively, the “Guarantors”) and are secured by all capital stock and other equity interests of the Borrowers and the Guarantors and substantially all of the other tangible and intangible assets of the Borrowers and the Guarantors, including, without limitation, receivables, inventory, equipment, contract rights, securities, patents, trademarks, other intellectual property, cash, bank accounts and securities accounts and owned real estate. The revolving credit facility is secured by first priority liens on receivables, inventory, deposit accounts, securities accounts, instruments, chattel paper and other assets related to the foregoing (the “Revolving First Lien Collateral”), and second priority liens on the collateral which secures the term loan facility on a first priority basis. The term loan facility is secured by first priority liens on the capital stock and other equity interests of the Borrowers and the Guarantors, equipment, owned real estate, trademarks and other intellectual property, general intangibles that are not Revolving First Lien Collateral and other assets related to the foregoing, and second priority liens on the Revolving First Lien Collateral. |
Severance_and_Other_Charges
Severance and Other Charges | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||
Severance and Other Charges | ' | ||||||||||||||||
8 | Severance and Other Charges | ||||||||||||||||
2014 | |||||||||||||||||
During the nine months ended September 30, 2014, $6.8 million of severance payments were made to employees whose employment ended in 2014 and prior years and $3.5 million of net payments for office space no longer utilized by the Company. Further, we recorded an expense in the amount of $3.8 million to reflect additional costs for severance, which we expect to pay over the next twelve months, along with a $1.5 million accrual for additional space vacated. | |||||||||||||||||
2013 | |||||||||||||||||
During the nine months ended September 30, 2013, $3.4 million of severance payments were made to employees whose employment ended in 2013 and prior years and $5.3 million of net payments for office space no longer utilized by the Company. Further, we recorded an expense in the amount of $5.6 million to reflect additional costs for severance, which have been substantially paid along with a $1.2 million accrual for additional space vacated. | |||||||||||||||||
A summary of the significant components of the severance/restructuring and other charges is as follows: | |||||||||||||||||
2014 | |||||||||||||||||
Severance/ | Severance/ | Cash payments | Severance/ | ||||||||||||||
restructuring | restructuring | restructuring | |||||||||||||||
accrual at | expense | accrual at | |||||||||||||||
December 31, 2013 | September 30, 2014 | ||||||||||||||||
Severance costs | $ | 4,115 | $ | 3,824 | $ | (6,824 | ) | $ | 1,115 | ||||||||
Other accruals | 11,416 | 1,476 | (3,464 | ) | 9,428 | ||||||||||||
$ | 15,531 | $ | 5,300 | $ | (10,288 | ) | $ | 10,543 | |||||||||
2013 | |||||||||||||||||
Severance/ | Severance/ | Cash payments | Severance/ | ||||||||||||||
restructuring | restructuring | restructuring | |||||||||||||||
accrual at | expense | accrual at | |||||||||||||||
December 31, 2012 | September 30, 2013 | ||||||||||||||||
Severance costs | $ | 2,142 | $ | 5,617 | $ | (3,447 | ) | $ | 4,312 | ||||||||
Other accruals | 16,148 | 1,207 | (5,293 | ) | 12,062 | ||||||||||||
$ | 18,290 | $ | 6,824 | $ | (8,740 | ) | $ | 16,374 | |||||||||
The current portion of the severance and other charges was $5.6 million and $8.2 million as of September 30, 2014 and December 31, 2013, respectively. |
Income_Taxes
Income Taxes | 9 Months Ended | |
Sep. 30, 2014 | ||
Income Tax Disclosure [Abstract] | ' | |
Income Taxes | ' | |
9 | Income Taxes | |
The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment, including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, additional information is obtained or as the tax environment changes. | ||
At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary quarterly earnings. The amount of interim tax benefit recorded for the year-to-date ordinary loss is limited to the amount that is expected to be realized during the year or recognizable as a deferred tax asset at year end. The tax expense or benefit related to significant, unusual or extraordinary items that will be separately reported or reported net of their related tax effect, and are individually computed, are recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs. | ||
For the three months ended September 30, 2014 and 2013, we recorded an income tax expense (benefit) of approximately $3.2 million and $(2.4) million, respectively, and for the nine months ended September 30, 2014 and 2013, we recorded an income tax expense of approximately $7.2 million and $2.0 million, respectively. For both periods, the income tax expense was impacted by certain discrete tax items including the accrual of potential interest and penalties on uncertain tax positions. Including the tax effects of these discrete tax items, the effective rate was 2.9% and (2.3)% for the three months ended September 30, 2014 and 2013, respectively, and 34.8% and 4.5% for the nine months ended September 30, 2014 and 2013, respectively. | ||
Reserves for unrecognized tax benefits, excluding accrued interest, were $63.2 million and $62.3 million at September 30, 2014 and December 31, 2013, respectively, and included in other long-term liabilities in the accompanying consolidated balance sheets. |
Retirement_and_Postretirement_
Retirement and Postretirement Benefit Plans | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||
Retirement and Postretirement Benefit Plans | ' | ||||||||
10 | Retirement and Postretirement Benefit Plans | ||||||||
We have a noncontributory, qualified defined benefit pension plan (the “Retirement Plan”), which covers certain employees. The Retirement Plan is a cash balance plan, which accrues benefits based on pay, length of service, and interest. We also have a nonqualified defined benefit plan, or nonqualified plan, that previously covered employees who earned over the qualified pay limit as determined by the U.S. Internal Revenue Service. The nonqualified plan accrues benefits for the participants based on the cash balance plan calculation. In 2007, both the qualified and nonqualified pension plans eliminated participation in the plans for new employees hired after October 31, 2007. We also had a foreign defined benefit plan. On July 20, 2011, we entered into a bulk annuity policy with a third party which effectively terminated the foreign defined benefit plan. This policy covered all known plan beneficiaries and liabilities and represents a full transfer of the plan’s financial and longevity risk to the third party. At the time, this termination did not constitute a settlement of liability under applicable accounting guidance for pension plans. Following a full plan data cleansing, the bulk annuity policy was converted into individual annuity policies at which point the plan was discharged of all future liability with respect to the plan beneficiaries. On May 28, 2014, the conversion to individual annuity policies along with the liability discharge occurred, which resulted in a settlement charge of approximately $1.7 million. This amount has been recorded to the selling and administrative line in our consolidated statements of operations for the nine months ended September 30, 2014. | |||||||||
We are required to recognize the funded status of defined benefit pension and other postretirement plans as an asset or liability in the balance sheet and are required to recognize actuarial gains and losses and prior service costs and credits in other comprehensive income and subsequently amortize those items in the statements of operations. Further, we are required to use a measurement date equal to the fiscal year end. | |||||||||
Net periodic benefit cost for our pension and other postretirement benefits plans consisted of the following: | |||||||||
Pension Benefits | |||||||||
Nine Months Ended September 30, | |||||||||
2014 | 2013 | ||||||||
Interest cost | $ | 6,031 | $ | 5,569 | |||||
Expected return on plan assets | (7,869 | ) | (7,608 | ) | |||||
Amortization of prior service cost | 250 | — | |||||||
Amortization of net loss | 3 | 252 | |||||||
Settlement loss recognized | 1,740 | — | |||||||
Net periodic benefit cost (credit) | $ | 155 | $ | (1,787 | ) | ||||
Other Post Retirement Benefits | |||||||||
Nine Months Ended September 30, | |||||||||
2014 | 2013 | ||||||||
Service cost | $ | 134 | $ | 167 | |||||
Interest cost | 887 | 821 | |||||||
Amortization of prior service cost | (1,036 | ) | (1,036 | ) | |||||
Amortization of net loss | — | 232 | |||||||
Net periodic benefit (credit) cost | $ | (15 | ) | $ | 184 | ||||
Contributions for the pension and post-retirement benefit plans for the nine months ended September 30, 2014 and September 30, 2013 were $6.6 million and $8.4 million, respectively. | |||||||||
We expect to contribute an additional $2.3 million during the remainder of 2014. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
11 | Fair Value Measurements | ||||||||||||||||
The accounting standard for fair value measurements, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. The accounting standard establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: | |||||||||||||||||
Level 1 | Observable input such as quoted prices in active markets for identical assets or liabilities; | ||||||||||||||||
Level 2 | Observable inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | ||||||||||||||||
Level 3 | Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||||||||||||||||
Assets and liabilities measured at fair value are based on one or more of three valuation techniques identified in the tables below. Where more than one technique is noted, individual assets or liabilities were valued using one or more of the noted techniques. The valuation techniques are as follows: | |||||||||||||||||
(a) | Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities; | ||||||||||||||||
(b) | Cost approach: Amount that would be currently required to replace the service capacity of an asset (current replacement cost); and | ||||||||||||||||
(c) | Income approach: Valuation techniques to convert future amounts to a single present amount based on market expectations (including present value techniques). | ||||||||||||||||
On a recurring basis, we measure certain financial assets and liabilities at fair value, including our money market funds, short-term investments which consist of U.S. treasury securities and U.S. agency securities, and foreign exchange forward and option contracts. The accounting standard for fair value measurements defines fair value 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty and its credit risk in its assessment of fair value. | |||||||||||||||||
The following tables present our financial assets and liabilities measured at fair value on a recurring basis at September 30, 2014 and December 31, 2013: | |||||||||||||||||
September 30, | Quoted Prices | Significant | Valuation | ||||||||||||||
2014 | in Active | Other | Technique | ||||||||||||||
Markets for | Observable | ||||||||||||||||
Identical Assets | Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Financial assets | |||||||||||||||||
Money market funds | $ | 245,417 | $ | 245,417 | $ | — | (a) | ||||||||||
U.S. treasury securities | 101,031 | 101,031 | — | (a) | |||||||||||||
U.S. agency securities | 219,240 | — | 219,240 | (a) | |||||||||||||
$ | 565,688 | $ | 346,448 | $ | 219,240 | ||||||||||||
Financial liabilities | |||||||||||||||||
Foreign exchange derivatives | $ | 1,337 | $ | — | $ | 1,337 | (a) | ||||||||||
$ | 1,337 | $ | — | $ | 1,337 | ||||||||||||
December 31, | Quoted Prices | Significant | Valuation | ||||||||||||||
2013 | in Active | Other | Technique | ||||||||||||||
Markets for | Observable | ||||||||||||||||
Identical Assets | Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Financial assets | |||||||||||||||||
Money market funds | $ | 259,031 | $ | 259,031 | $ | — | (a) | ||||||||||
U.S. treasury securities | 57,076 | 57,076 | — | (a) | |||||||||||||
U.S. agency securities | 54,645 | — | 54,645 | (a) | |||||||||||||
Foreign exchange derivatives | 222 | — | 222 | (a) | |||||||||||||
$ | 370,974 | $ | 316,107 | $ | 54,867 | ||||||||||||
Our money market funds and U.S. treasury securities are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices in active markets for identical instruments. Our U.S. agency securities are classified within level 2 of the fair value hierarchy because they are valued using other than quoted prices in active markets. In addition to $245.4 million and $259.0 million invested in money market funds as of September 30, 2014 and December 31, 2013, respectively, we had $22.8 million and $54.6 million of cash held in bank accounts as of September 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||
Our foreign exchange derivatives consist of forward and option contracts and are classified within Level 2 of the fair value hierarchy because they are valued based on observable inputs and are available for substantially the full term of our derivative instruments. We use foreign exchange forward and option contracts to fix the functional currency value of forecasted commitments, payments and receipts. The aggregate notional amount of the outstanding foreign exchange forward and option contracts was $22.0 million and $24.1 million at September 30, 2014 and December 31, 2013, respectively. Our foreign exchange forward and option contracts contain netting provisions to mitigate credit risk in the event of counterparty default, including payment default and cross default. At September 30, 2014 and December 31, 2013, the fair value of our counterparty default exposure was less than $1.5 million and spread across several highly rated counterparties. | |||||||||||||||||
The following table presents our nonfinancial assets and liabilities measured at fair value on a nonrecurring basis during 2014 and 2013: | |||||||||||||||||
September 30, | Significant | Total | Valuation | ||||||||||||||
2014 | Unobservable | Impairment | Technique | ||||||||||||||
Inputs | |||||||||||||||||
(Level 3) | |||||||||||||||||
Nonfinancial assets | |||||||||||||||||
Investment in preferred stock | $ | — | $ | — | $ | 1,279 | (c) | ||||||||||
Nonfinancial liabilities | |||||||||||||||||
Contingent consideration liability associated with acquisitions | $ | 1,970 | $ | 1,970 | $ | — | (c) | ||||||||||
December 31, | Significant | Total | Valuation | ||||||||||||||
2013 | Unobservable | Impairment | Technique | ||||||||||||||
Inputs | |||||||||||||||||
(Level 3) | |||||||||||||||||
Nonfinancial assets | |||||||||||||||||
Property, plant, and equipment | $ | — | $ | — | $ | 7,439 | (b) | ||||||||||
Pre-publication costs | — | — | 1,061 | (b) | |||||||||||||
Other intangible assets | 4,200 | 4,200 | 500 | (a)(c) | |||||||||||||
$ | 4,200 | $ | 4,200 | $ | 9,000 | ||||||||||||
Nonfinancial liabilities | |||||||||||||||||
Contingent consideration liability associated with acquisitions | $ | 1,881 | $ | 1,881 | $ | — | (c) | ||||||||||
Our nonfinancial assets, which include goodwill, other intangible assets, property, plant, and equipment, and pre-publication costs, are not required to be measured at fair value on a recurring basis. However, if certain trigger events occur, or if an annual impairment test is required, we evaluate the nonfinancial assets for impairment. If an impairment did occur, the asset is required to be recorded at the estimated fair value. | |||||||||||||||||
We review software development costs, included within property, plant, and equipment, for impairment. There was no impairment recorded for the nine months ended September 30, 2014. For the nine months ended September 30, 2013, software development costs of $7.4 million were impaired as the products will not be sold in the marketplace. | |||||||||||||||||
Pre-publication costs recorded on the balance sheet are periodically reviewed for impairment by comparing the unamortized capitalized costs of the assets to the fair value of those assets. There was no impairment recorded for the nine months ended September 30, 2014. For the nine months ended September 30, 2013, pre-publication costs of $1.1 million were impaired as the programs will not be sold in the marketplace. | |||||||||||||||||
In evaluating goodwill for impairment, we first compare our reporting unit’s fair value to its carrying value. We estimate the fair values of our reporting units by considering market multiple and recent transaction values of peer companies, where available, and projected discounted cash flows, if reasonably estimable. There was no impairment recorded for goodwill for the nine months ended September 30, 2014 and September 30, 2013. | |||||||||||||||||
We perform an impairment test for our other intangible assets by comparing the assets’ fair value to their carrying value. Fair value is estimated based on recent market transactions, where available, and projected discounted cash flows, if reasonably estimable. There was no impairment recorded for the nine months ended September 30, 2014 and September 30, 2013. The fair value of goodwill and other intangible assets are estimates, which are inherently subject to significant uncertainties, and actual results could vary significantly from these estimates. | |||||||||||||||||
We reviewed our former investment in preferred stock, which was included in other assets, periodically, for impairment. In connection with an acquisition, we remeasured the fair value of the investment and recorded an impairment of $1.3 million for the nine months ended September 30, 2014. | |||||||||||||||||
The fair value of an acquisition-related contingent consideration liability is affected most significantly by changes in the estimated probabilities of the contingencies being achieved. | |||||||||||||||||
The following table presents a summary of changes in fair value of the Company’s Level 3 liabilities measured on a recurring basis for September 30, 2014 and December 31, 2013: | |||||||||||||||||
Level 3 | |||||||||||||||||
Inputs | |||||||||||||||||
Liabilities | |||||||||||||||||
Balance at December 31, 2013 | $ | 1,881 | |||||||||||||||
Change in fair value of contingent consideration liability, included in interest expense | 89 | ||||||||||||||||
Balance at September 30, 2014 | $ | 1,970 | |||||||||||||||
Fair Value of Debt | |||||||||||||||||
The following table presents the carrying amounts and estimated fair market values of our debt at September 30, 2014 and December 31, 2013. The fair value of debt is deemed to be the amount at which the instrument could be exchanged in an orderly transaction between market participants at the measurement date. | |||||||||||||||||
September 30, 2014 | December 31, 2013 | ||||||||||||||||
Carrying | Estimated | Carrying | Estimated | ||||||||||||||
Amount | Fair Value | Amount | Fair Value | ||||||||||||||
Debt | |||||||||||||||||
$250,000 term loan | $ | 243,750 | $ | 243,445 | $ | 245,625 | $ | 247,774 | |||||||||
The fair market values of our debt were estimated based on quoted market prices on a private exchange for those instruments that are traded and are classified as level 2 within the fair value hierarchy, at September 30, 2014 and December 31, 2013. The fair market values require varying degrees of management judgment. The factors used to estimate these values may not be valid on any subsequent date. Accordingly, the fair market values of the debt presented may not be indicative of their future values. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |
Sep. 30, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ' | |
Commitments and Contingencies | ' | |
12 | Commitments and Contingencies | |
Contingencies | ||
We are involved in ordinary and routine litigation and matters incidental to our business. Litigation alleging infringement of copyrights and other intellectual property rights has become extensive in the educational publishing industry. Specifically, there have been various settled, pending and threatened litigation that allege we exceeded the print run limitation or other restrictions in licenses granted to us to reproduce photographs in our textbooks. While management believes that there is a reasonable possibility we may incur a loss associated with the pending and threatened litigation, we are not able to estimate such amount, but we do not expect any of these matters to have a material adverse effect on our results of operations, financial position or cash flows. We have insurance over such amounts and with coverage and deductibles as management believes is reasonable. There can be no assurance that our liability insurance will cover all events or that the limits of coverage will be sufficient to fully cover all liabilities. We were contingently liable for $16.3 million and $23.0 million of performance-related surety bonds for our operating activities as of September 30, 2014 and December 31, 2013, respectively. An aggregate of $21.3 million and $19.7 million of letters of credit existed as of September 30, 2014 and December 31, 2013, respectively, of which $2.4 million backed the aforementioned performance-related surety bonds as of September 30, 2014 and December 31, 2013, respectively. | ||
We routinely enter into standard indemnification provisions as part of license agreements involving use of our intellectual property. These provisions typically require us to indemnify and hold harmless licensees in connection with any infringement claim by a third party relating to the intellectual property covered by the license agreement. The assessment business routinely enters into contracts with customers that contain provisions requiring us to indemnify the customer against a broad array of potential liabilities resulting from any breach of the contract or the invalidity of the test. Although the term of these provisions and the maximum potential amounts of future payments we could be required to make is not limited, we have never incurred any costs to defend or settle claims related to these types of indemnification provisions. We therefore believe the estimated fair value of these provisions is inconsequential, and have no liabilities recorded for them as of September 30, 2014 and December 31, 2013. | ||
Concentration of Credit Risk and Significant Customers | ||
As of September 30, 2014, there were no individual customers that comprised more than 10% of our accounts receivable balance. There were two customers that represented approximately $55.8 million, or 10.6%, of our accounts receivable, net balance. We believe that our accounts receivable credit risk exposure is limited and we have not experienced significant write-downs in our accounts receivable balances. There are payables by the Company to the same customers in the amount of $29.5 million and there are legal or contractual rights to offset such customers. | ||
As of December 31, 2013, two customers represented approximately $104.8 million, or 32.9%, of our accounts receivable, net balance and there existed a payable by the Company to one of the same customers in the amount of $4.6 million and there is a contractual right to offset with such customer. |
Net_Income_Loss_Per_Share
Net Income (Loss) Per Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Net Income (Loss) Per Share | ' | ||||||||||||||||
13 | Net Income (Loss) Per Share | ||||||||||||||||
The following table sets forth the computation of basic and diluted earnings per share (“EPS”): | |||||||||||||||||
For the Three | For the Three | For the Nine | For the Nine | ||||||||||||||
Months Ended | Months Ended | Months Ended | Months Ended | ||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator | |||||||||||||||||
Net income (loss) attributable to common stockholders | $ | 107,030 | $ | 105,112 | $ | (27,757 | ) | $ | (46,535 | ) | |||||||
Denominator | |||||||||||||||||
Weighted average shares outstanding | |||||||||||||||||
Basic | 140,742,786 | 139,919,218 | 140,269,383 | 139,918,392 | |||||||||||||
Diluted | 143,583,901 | 140,357,220 | 140,269,383 | 139,918,392 | |||||||||||||
Net income (loss) per share attributable to common stockholders | |||||||||||||||||
Basic | $ | 0.76 | $ | 0.75 | $ | (0.20 | ) | $ | (0.33 | ) | |||||||
Diluted | $ | 0.75 | $ | 0.75 | $ | (0.20 | ) | $ | (0.33 | ) | |||||||
As we incurred a net loss in the nine month periods ended September 30, 2014 and 2013, presented above, the outstanding stock options and restricted stock units for those periods have an anti-dilutive effect and therefore are excluded from the computation of diluted weighted average shares outstanding. Accordingly, basic and diluted weighted average shares outstanding are equal for such periods. | |||||||||||||||||
The following table summarizes our weighted average outstanding common stock equivalents that were anti-dilutive and therefore excluded from the computation of diluted EPS: | |||||||||||||||||
For the Three | For the Three | For the Nine | For the Nine | ||||||||||||||
Months Ended | Months Ended | Months Ended | Months Ended | ||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Stock options | 306,861 | 2,863,663 | 10,886,685 | 10,446,461 | |||||||||||||
Restricted stock units | — | 86,196 | 147,063 | 96,611 | |||||||||||||
Segment_Reporting
Segment Reporting | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Reporting | ' | ||||||||||||||||
14 | Segment Reporting | ||||||||||||||||
As of September 30, 2014, we had two reportable segments (Education and Trade Publishing). Our Education segment provides educational products, technology platforms and services to meet the diverse needs of today’s classrooms. These products and services include print and digital content in the form of textbooks, digital courseware, instructional aids, educational assessment and intervention solutions, which are aimed at improving achievement and supporting learning for students that are not keeping pace with peers, professional development and school reform services. Our Trade Publishing segment primarily develops, markets and sells consumer books in print and digital formats and licenses book rights to other publishers and electronic businesses in the United States and abroad. The principal markets for Trade Publishing products are retail stores, both physical and online, and wholesalers. Reference materials are also sold to schools, colleges, libraries, office supply distributors and other businesses. | |||||||||||||||||
We measure and evaluate our reportable segments based on net sales and segment Adjusted EBITDA. We exclude from segment Adjusted EBITDA certain corporate-related expenses, as our corporate functions do not meet the definition of a segment, as defined in the accounting guidance relating to segment reporting. In addition, certain transactions or adjustments that our Chief Operating Decision Maker considers to be non-operational, such as amounts related to goodwill and other intangible asset impairment charges and restructuring-related charges, as well as amortization expenses, are excluded from segment Adjusted EBITDA. Although we exclude these amounts from segment Adjusted EBITDA, they are included in reported consolidated net income (loss) and are included in the reconciliation below. | |||||||||||||||||
(in thousands) | Three Months Ended September 30, | Total | |||||||||||||||
Education | Trade | Corporate/ | |||||||||||||||
Publishing | Other | ||||||||||||||||
2014 | |||||||||||||||||
Net sales | $ | 504,724 | $ | 46,284 | $ | — | $ | 551,088 | |||||||||
Segment Adjusted EBITDA | 206,257 | 7,222 | (13,192 | ) | 200,287 | ||||||||||||
2013 | |||||||||||||||||
Net sales | $ | 504,585 | $ | 45,605 | $ | — | $ | 550,190 | |||||||||
Segment Adjusted EBITDA | 202,613 | 8,619 | (5,738 | ) | 205,494 | ||||||||||||
(in thousands) | Nine Months Ended September 30, | Total | |||||||||||||||
Education | Trade | Corporate/ | |||||||||||||||
Publishing | Other | ||||||||||||||||
2014 | |||||||||||||||||
Net sales | $ | 991,216 | $ | 115,615 | $ | — | $ | 1,106,831 | |||||||||
Segment Adjusted EBITDA | 285,346 | 7,844 | (36,859 | ) | 256,331 | ||||||||||||
2013 | |||||||||||||||||
Net sales | $ | 955,145 | $ | 124,590 | $ | — | $ | 1,079,735 | |||||||||
Segment Adjusted EBITDA | 276,060 | 19,927 | (25,786 | ) | 270,201 | ||||||||||||
Reconciliation of Segment Adjusted EBITDA to the consolidated statements of operations is as follows: | |||||||||||||||||
(in thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Total Segment Adjusted EBITDA | $ | 200,287 | $ | 205,494 | $ | 256,331 | $ | 270,201 | |||||||||
Interest expense | (4,662 | ) | (5,041 | ) | (13,354 | ) | (16,626 | ) | |||||||||
Depreciation expense | (17,564 | ) | (14,094 | ) | (52,885 | ) | (44,319 | ) | |||||||||
Amortization expense | (61,540 | ) | (67,970 | ) | (184,056 | ) | (210,643 | ) | |||||||||
Stock compensation | (2,861 | ) | (3,648 | ) | (8,805 | ) | (6,923 | ) | |||||||||
Gain (loss) on derivative instruments | (1,252 | ) | 250 | (1,560 | ) | (229 | ) | ||||||||||
Asset impairment charges | — | — | (1,279 | ) | (8,500 | ) | |||||||||||
Purchase accounting adjustments | (1,434 | ) | (3,637 | ) | (3,025 | ) | (8,515 | ) | |||||||||
Fees, expenses or charges for equity offerings, debt or acquisitions | (461 | ) | (4,055 | ) | (4,151 | ) | (5,819 | ) | |||||||||
Restructuring | (95 | ) | (171 | ) | (2,507 | ) | (1,710 | ) | |||||||||
Severance, separation costs and facility closures | (181 | ) | (4,384 | ) | (5,300 | ) | (10,865 | ) | |||||||||
Debt extinguishment loss | — | — | — | (598 | ) | ||||||||||||
Net income (loss) from continuing operations before taxes | 110,237 | 102,744 | (20,591 | ) | (44,546 | ) | |||||||||||
Provision for income taxes | (3,207 | ) | 2,368 | (7,166 | ) | (1,989 | ) | ||||||||||
Net income (loss) | $ | 107,030 | $ | 105,112 | $ | (27,757 | ) | $ | (46,535 | ) |
Subsequent_Events
Subsequent Events | 9 Months Ended | |
Sep. 30, 2014 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events | ' | |
15 | Subsequent Events | |
On November 3, 2014, the Company’s Board of Directors authorized the repurchase of up to $100.0 million in aggregate value of the Company’s Common Stock over a period of two years. Repurchases under the program may be made from time to time in open market or privately negotiated transactions. The extent and timing of any such repurchases would be at the Company’s discretion and subject to market conditions, applicable legal requirements and other considerations. |
Inventories_Tables
Inventories (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventories | ' | ||||||||
Inventories consisted of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Finished goods | $ | 185,599 | $ | 177,017 | |||||
Raw materials | 4,827 | 5,177 | |||||||
Inventory | $ | 190,426 | $ | 182,194 | |||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Goodwill and Other Intangible Assets | ' | ||||||||||||||||
Goodwill and other intangible assets consisted of the following: | |||||||||||||||||
September 30, 2014 | December 31, 2013 | ||||||||||||||||
Cost | Accumulated | Cost | Accumulated | ||||||||||||||
Amortization | Amortization | ||||||||||||||||
Goodwill | $ | 532,921 | $ | — | $ | 531,786 | $ | — | |||||||||
Trademarks and trade names | 440,119 | — | 440,005 | — | |||||||||||||
Publishing rights | 1,180,000 | (864,512 | ) | 1,180,000 | (783,937 | ) | |||||||||||
Customer related and other | 283,227 | (208,227 | ) | 283,172 | (199,246 | ) | |||||||||||
$ | 2,436,267 | $ | (1,072,739 | ) | $ | 2,434,963 | $ | (983,183 | ) | ||||||||
Changes in the Carrying Amount of Goodwill | ' | ||||||||||||||||
The changes in the carrying amount of goodwill for the periods ended September 30, 2014 and December 31, 2013 were as follows: | |||||||||||||||||
Goodwill | $ | 1,974,286 | |||||||||||||||
Accumulated impairment losses | (1,442,500 | ) | |||||||||||||||
Balance at December 31, 2013 | $ | 531,786 | |||||||||||||||
Acquisitions | 1,135 | ||||||||||||||||
Balance at September 30, 2014 | $ | 532,921 | |||||||||||||||
Goodwill | 1,975,421 | ||||||||||||||||
Accumulated impairment losses | (1,442,500 | ) | |||||||||||||||
Balance at September 30, 2014 | $ | 532,921 | |||||||||||||||
Debt_Tables
Debt (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Components of Debt | ' | ||||||||
Our debt consisted of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
$250,000 term loan due May 21, 2018 interest payable monthly | $ | 243,750 | $ | 245,625 | |||||
Less: Current portion of long-term debt | 2,500 | 2,500 | |||||||
Total long-term debt | $ | 241,250 | $ | 243,125 | |||||
Severance_and_Other_Charges_Ta
Severance and Other Charges (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||
Components of Severance/Restructuring and Other Charges | ' | ||||||||||||||||
A summary of the significant components of the severance/restructuring and other charges is as follows: | |||||||||||||||||
2014 | |||||||||||||||||
Severance/ | Severance/ | Cash payments | Severance/ | ||||||||||||||
restructuring | restructuring | restructuring | |||||||||||||||
accrual at | expense | accrual at | |||||||||||||||
December 31, 2013 | September 30, 2014 | ||||||||||||||||
Severance costs | $ | 4,115 | $ | 3,824 | $ | (6,824 | ) | $ | 1,115 | ||||||||
Other accruals | 11,416 | 1,476 | (3,464 | ) | 9,428 | ||||||||||||
$ | 15,531 | $ | 5,300 | $ | (10,288 | ) | $ | 10,543 | |||||||||
2013 | |||||||||||||||||
Severance/ | Severance/ | Cash payments | Severance/ | ||||||||||||||
restructuring | restructuring | restructuring | |||||||||||||||
accrual at | expense | accrual at | |||||||||||||||
December 31, 2012 | September 30, 2013 | ||||||||||||||||
Severance costs | $ | 2,142 | $ | 5,617 | $ | (3,447 | ) | $ | 4,312 | ||||||||
Other accruals | 16,148 | 1,207 | (5,293 | ) | 12,062 | ||||||||||||
$ | 18,290 | $ | 6,824 | $ | (8,740 | ) | $ | 16,374 | |||||||||
Retirement_and_Postretirement_1
Retirement and Postretirement Benefit Plans (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||
Net Periodic Benefit Cost | ' | ||||||||
Net periodic benefit cost for our pension and other postretirement benefits plans consisted of the following: | |||||||||
Pension Benefits | |||||||||
Nine Months Ended September 30, | |||||||||
2014 | 2013 | ||||||||
Interest cost | $ | 6,031 | $ | 5,569 | |||||
Expected return on plan assets | (7,869 | ) | (7,608 | ) | |||||
Amortization of prior service cost | 250 | — | |||||||
Amortization of net loss | 3 | 252 | |||||||
Settlement loss recognized | 1,740 | — | |||||||
Net periodic benefit cost (credit) | $ | 155 | $ | (1,787 | ) | ||||
Other Post Retirement Benefits | |||||||||
Nine Months Ended September 30, | |||||||||
2014 | 2013 | ||||||||
Service cost | $ | 134 | $ | 167 | |||||
Interest cost | 887 | 821 | |||||||
Amortization of prior service cost | (1,036 | ) | (1,036 | ) | |||||
Amortization of net loss | — | 232 | |||||||
Net periodic benefit (credit) cost | $ | (15 | ) | $ | 184 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | ||||||||||||||||
The following tables present our financial assets and liabilities measured at fair value on a recurring basis at September 30, 2014 and December 31, 2013: | |||||||||||||||||
September 30, | Quoted Prices | Significant | Valuation | ||||||||||||||
2014 | in Active | Other | Technique | ||||||||||||||
Markets for | Observable | ||||||||||||||||
Identical Assets | Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Financial assets | |||||||||||||||||
Money market funds | $ | 245,417 | $ | 245,417 | $ | — | (a) | ||||||||||
U.S. treasury securities | 101,031 | 101,031 | — | (a) | |||||||||||||
U.S. agency securities | 219,240 | — | 219,240 | (a) | |||||||||||||
$ | 565,688 | $ | 346,448 | $ | 219,240 | ||||||||||||
Financial liabilities | |||||||||||||||||
Foreign exchange derivatives | $ | 1,337 | $ | — | $ | 1,337 | (a) | ||||||||||
$ | 1,337 | $ | — | $ | 1,337 | ||||||||||||
December 31, | Quoted Prices | Significant | Valuation | ||||||||||||||
2013 | in Active | Other | Technique | ||||||||||||||
Markets for | Observable | ||||||||||||||||
Identical Assets | Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Financial assets | |||||||||||||||||
Money market funds | $ | 259,031 | $ | 259,031 | $ | — | (a) | ||||||||||
U.S. treasury securities | 57,076 | 57,076 | — | (a) | |||||||||||||
U.S. agency securities | 54,645 | — | 54,645 | (a) | |||||||||||||
Foreign exchange derivatives | 222 | — | 222 | (a) | |||||||||||||
$ | 370,974 | $ | 316,107 | $ | 54,867 | ||||||||||||
Summary of Nonfinancial Assets and Liabilities Measured at Fair Value on Nonrecurring Basis | ' | ||||||||||||||||
The following table presents our nonfinancial assets and liabilities measured at fair value on a nonrecurring basis during 2014 and 2013: | |||||||||||||||||
September 30, | Significant | Total | Valuation | ||||||||||||||
2014 | Unobservable | Impairment | Technique | ||||||||||||||
Inputs | |||||||||||||||||
(Level 3) | |||||||||||||||||
Nonfinancial assets | |||||||||||||||||
Investment in preferred stock | $ | — | $ | — | $ | 1,279 | (c) | ||||||||||
Nonfinancial liabilities | |||||||||||||||||
Contingent consideration liability associated with acquisitions | $ | 1,970 | $ | 1,970 | $ | — | (c) | ||||||||||
December 31, | Significant | Total | Valuation | ||||||||||||||
2013 | Unobservable | Impairment | Technique | ||||||||||||||
Inputs | |||||||||||||||||
(Level 3) | |||||||||||||||||
Nonfinancial assets | |||||||||||||||||
Property, plant, and equipment | $ | — | $ | — | $ | 7,439 | (b) | ||||||||||
Pre-publication costs | — | — | 1,061 | (b) | |||||||||||||
Other intangible assets | 4,200 | 4,200 | 500 | (a)(c) | |||||||||||||
$ | 4,200 | $ | 4,200 | $ | 9,000 | ||||||||||||
Nonfinancial liabilities | |||||||||||||||||
Contingent consideration liability associated with acquisitions | $ | 1,881 | $ | 1,881 | $ | — | (c) | ||||||||||
Summary of Changes in Fair Value of Level 3 Liabilities Measured on Recurring Basis | ' | ||||||||||||||||
The following table presents a summary of changes in fair value of the Company’s Level 3 liabilities measured on a recurring basis for September 30, 2014 and December 31, 2013: | |||||||||||||||||
Level 3 | |||||||||||||||||
Inputs | |||||||||||||||||
Liabilities | |||||||||||||||||
Balance at December 31, 2013 | $ | 1,881 | |||||||||||||||
Change in fair value of contingent consideration liability, included in interest expense | 89 | ||||||||||||||||
Balance at September 30, 2014 | $ | 1,970 | |||||||||||||||
Summary of Carrying Amounts and Estimated Fair Market Values of Debt | ' | ||||||||||||||||
The following table presents the carrying amounts and estimated fair market values of our debt at September 30, 2014 and December 31, 2013. The fair value of debt is deemed to be the amount at which the instrument could be exchanged in an orderly transaction between market participants at the measurement date. | |||||||||||||||||
September 30, 2014 | December 31, 2013 | ||||||||||||||||
Carrying | Estimated | Carrying | Estimated | ||||||||||||||
Amount | Fair Value | Amount | Fair Value | ||||||||||||||
Debt | |||||||||||||||||
$250,000 term loan | $ | 243,750 | $ | 243,445 | $ | 245,625 | $ | 247,774 |
Net_Income_Loss_Per_Share_Tabl
Net Income (Loss) Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Computation of Basic and Diluted Earnings per Share | ' | ||||||||||||||||
The following table sets forth the computation of basic and diluted earnings per share (“EPS”): | |||||||||||||||||
For the Three | For the Three | For the Nine | For the Nine | ||||||||||||||
Months Ended | Months Ended | Months Ended | Months Ended | ||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator | |||||||||||||||||
Net income (loss) attributable to common stockholders | $ | 107,030 | $ | 105,112 | $ | (27,757 | ) | $ | (46,535 | ) | |||||||
Denominator | |||||||||||||||||
Weighted average shares outstanding | |||||||||||||||||
Basic | 140,742,786 | 139,919,218 | 140,269,383 | 139,918,392 | |||||||||||||
Diluted | 143,583,901 | 140,357,220 | 140,269,383 | 139,918,392 | |||||||||||||
Net income (loss) per share attributable to common stockholders | |||||||||||||||||
Basic | $ | 0.76 | $ | 0.75 | $ | (0.20 | ) | $ | (0.33 | ) | |||||||
Diluted | $ | 0.75 | $ | 0.75 | $ | (0.20 | ) | $ | (0.33 | ) | |||||||
Summary of Anti-Dilutive Securities Excluded from Computation of Diluted EPS | ' | ||||||||||||||||
The following table summarizes our weighted average outstanding common stock equivalents that were anti-dilutive and therefore excluded from the computation of diluted EPS: | |||||||||||||||||
For the Three | For the Three | For the Nine | For the Nine | ||||||||||||||
Months Ended | Months Ended | Months Ended | Months Ended | ||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Stock options | 306,861 | 2,863,663 | 10,886,685 | 10,446,461 | |||||||||||||
Restricted stock units | — | 86,196 | 147,063 | 96,611 |
Segment_Reporting_Tables
Segment Reporting (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Consolidated Net Income (Loss) | ' | ||||||||||||||||
Although we exclude these amounts from segment Adjusted EBITDA, they are included in reported consolidated net income (loss) and are included in the reconciliation below. | |||||||||||||||||
(in thousands) | Three Months Ended September 30, | Total | |||||||||||||||
Education | Trade | Corporate/ | |||||||||||||||
Publishing | Other | ||||||||||||||||
2014 | |||||||||||||||||
Net sales | $ | 504,724 | $ | 46,284 | $ | — | $ | 551,088 | |||||||||
Segment Adjusted EBITDA | 206,257 | 7,222 | (13,192 | ) | 200,287 | ||||||||||||
2013 | |||||||||||||||||
Net sales | $ | 504,585 | $ | 45,605 | $ | — | $ | 550,190 | |||||||||
Segment Adjusted EBITDA | 202,613 | 8,619 | (5,738 | ) | 205,494 | ||||||||||||
(in thousands) | Nine Months Ended September 30, | Total | |||||||||||||||
Education | Trade | Corporate/ | |||||||||||||||
Publishing | Other | ||||||||||||||||
2014 | |||||||||||||||||
Net sales | $ | 991,216 | $ | 115,615 | $ | — | $ | 1,106,831 | |||||||||
Segment Adjusted EBITDA | 285,346 | 7,844 | (36,859 | ) | 256,331 | ||||||||||||
2013 | |||||||||||||||||
Net sales | $ | 955,145 | $ | 124,590 | $ | — | $ | 1,079,735 | |||||||||
Segment Adjusted EBITDA | 276,060 | 19,927 | (25,786 | ) | 270,201 | ||||||||||||
Consolidated Statements of Operations | ' | ||||||||||||||||
Reconciliation of Segment Adjusted EBITDA to the consolidated statements of operations is as follows: | |||||||||||||||||
(in thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Total Segment Adjusted EBITDA | $ | 200,287 | $ | 205,494 | $ | 256,331 | $ | 270,201 | |||||||||
Interest expense | (4,662 | ) | (5,041 | ) | (13,354 | ) | (16,626 | ) | |||||||||
Depreciation expense | (17,564 | ) | (14,094 | ) | (52,885 | ) | (44,319 | ) | |||||||||
Amortization expense | (61,540 | ) | (67,970 | ) | (184,056 | ) | (210,643 | ) | |||||||||
Stock compensation | (2,861 | ) | (3,648 | ) | (8,805 | ) | (6,923 | ) | |||||||||
Gain (loss) on derivative instruments | (1,252 | ) | 250 | (1,560 | ) | (229 | ) | ||||||||||
Asset impairment charges | — | — | (1,279 | ) | (8,500 | ) | |||||||||||
Purchase accounting adjustments | (1,434 | ) | (3,637 | ) | (3,025 | ) | (8,515 | ) | |||||||||
Fees, expenses or charges for equity offerings, debt or acquisitions | (461 | ) | (4,055 | ) | (4,151 | ) | (5,819 | ) | |||||||||
Restructuring | (95 | ) | (171 | ) | (2,507 | ) | (1,710 | ) | |||||||||
Severance, separation costs and facility closures | (181 | ) | (4,384 | ) | (5,300 | ) | (10,865 | ) | |||||||||
Debt extinguishment loss | — | — | — | (598 | ) | ||||||||||||
Net income (loss) from continuing operations before taxes | 110,237 | 102,744 | (20,591 | ) | (44,546 | ) | |||||||||||
Provision for income taxes | (3,207 | ) | 2,368 | (7,166 | ) | (1,989 | ) | ||||||||||
Net income (loss) | $ | 107,030 | $ | 105,112 | $ | (27,757 | ) | $ | (46,535 | ) | |||||||
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) (USD $) | 9 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2012 | Sep. 30, 2011 | Jun. 30, 2011 | Dec. 31, 2013 | |
Country | Previously Reported [Member] | Reducing Net Sales [Member] | Incremental Expense [Member] | Consolidated Net Sales [Member] | Consolidated Net Sales [Member] | Consolidated Net Sales [Member] | Consolidated Net Sales [Member] | Consolidated Net Sales [Member] | Consolidated Net Sales [Member] | Consolidated Net Sales [Member] | ||
Student | ||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Services provided to number of students | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Services provided to number of countries | 150 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prior period adjustment description | 'During the first quarter of 2014, we recorded an out of period correction of approximately $1.1 million reducing net sales and increasing deferred revenue that should have been deferred previously. In addition, during the first quarter of 2014, we recorded approximately $3.5 million of incremental expense, primarily commissions, related to the prior year. These out of period corrections had no impact on our debt covenant compliance. Management believes these out of period corrections are not material to the current period financial statements or any previously issued financial statements and does not expect them to be material for the full fiscal year 2014. Additionally, we revised previously reported balance sheet amounts to severance and other charges of $7.3 million, which has been reclassified as long term and to current deferred revenue of $5.2 million which has also been reclassified as long term. The revision was not material to the reported consolidated balance sheet for any previously filed periods. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prior period correction amounts | ' | ' | ' | $1,100,000 | $3,500,000 | ' | ' | ' | ' | ' | ' | ' |
Severance and other charges | 5,648,000 | 8,184,000 | 7,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current deferred revenue | $162,372,000 | $107,905,000 | $5,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated net sales, realized percentage | ' | ' | ' | ' | ' | 67.00% | 67.00% | 67.00% | 67.00% | 67.00% | 67.00% | 88.00% |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | 19-May-14 | Sep. 30, 2014 | Jun. 30, 2014 | |
Channel One News [Member] | Curiosity Ville [Member] | Curiosity Ville [Member] | School Chapters [Member] | School Chapters [Member] | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition date | ' | ' | ' | 12-May-14 | 19-May-14 | ' | 30-Jun-14 | ' |
Business acquisition, percentage of ownership | ' | ' | ' | ' | ' | 100.00% | ' | 100.00% |
Total aggregate purchase price for the acquisitions | $9,500,000 | ' | ' | ' | ' | ' | ' | ' |
Business acquisitions, cash at closing | 9,100,000 | ' | ' | ' | ' | ' | ' | ' |
Business acquisitions, accrued liabilities | 400,000 | ' | ' | ' | ' | ' | ' | ' |
Business acquisitions, goodwill | 1,100,000 | ' | ' | ' | ' | ' | ' | ' |
Business acquisitions, other intangible assets | 200,000 | ' | ' | ' | ' | ' | ' | ' |
Business acquisitions, accounts receivable | 3,100,000 | ' | ' | ' | ' | ' | ' | ' |
Business acquisitions, property, plant, and equipment | 6,800,000 | ' | ' | ' | ' | ' | ' | ' |
Business acquisitions, other assets | 400,000 | ' | ' | ' | ' | ' | ' | ' |
Business acquisitions, other liabilities | 1,700,000 | ' | ' | ' | ' | ' | ' | ' |
Investment in preferred stock | ' | ' | 1,500,000 | ' | ' | ' | ' | ' |
Impairment of investments | $1,279,000 | $8,500,000 | $9,000,000 | ' | ' | ' | ' | ' |
Inventories_Schedule_of_Invent
Inventories - Schedule of Inventories (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Finished goods | $185,599 | $177,017 |
Raw materials | 4,827 | 5,177 |
Inventory | $190,426 | $182,194 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Schedule of Goodwill and Other Intangible Assets (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | $2,436,267 | $2,434,963 |
Goodwill | 532,921 | 531,786 |
Accumulated Amortization | -1,072,739 | -983,183 |
Trademarks and Trade Names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Trademarks and trade names | 440,119 | 440,005 |
Publishing Rights [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 1,180,000 | 1,180,000 |
Accumulated Amortization | -864,512 | -783,937 |
Customer Related and Other [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 283,227 | 283,172 |
Accumulated Amortization | ($208,227) | ($199,246) |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Changes in the Carrying Amount of Goodwill (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | ' | ' |
Acquisitions | $1,135 | ' |
Goodwill, Balance | 532,921 | 531,786 |
Goodwill | 1,975,421 | 1,974,286 |
Accumulated impairment losses | -1,442,500 | -1,442,500 |
Goodwill, Balance | $532,921 | $531,786 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Intangible Liability Disclosure [Abstract] | ' | ' | ' | ' |
Amortization expense | $28.10 | $36.20 | $89.60 | $122.20 |
Debt_Components_of_Debt_Detail
Debt - Components of Debt (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Less: Current portion of long-term debt | $2,500 | $2,500 |
Total long-term debt | 241,250 | 243,125 |
Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt | $243,750 | $245,625 |
Debt_Components_of_Debt_Parent
Debt - Components of Debt (Parenthetical) (Detail) (Term Loan [Member], USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Term Loan [Member] | ' |
Debt Instrument [Line Items] | ' |
Term loan, face amount | $250,000 |
Term loan, due date | 21-May-18 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended |
In Millions, unless otherwise specified | Jan. 15, 2014 | Sep. 30, 2014 |
Debt Instrument [Line Items] | ' | ' |
Reduction in interest rate | 1.00% | ' |
Expense relating to third party transaction fees | ' | $1 |
Financial covenants, description | ' | 'We are required to meet certain restrictive financial covenants as defined under our term loan facility and revolving credit facility. We have financial covenants pertaining to interest coverage, maximum leverage, and fixed charge ratios. The interest coverage ratio is now 9.0 to 1.0 for all fiscal quarters ending through maturity. The maximum leverage ratio is now 2.0 to 1.0 for all fiscal quarters ending through maturity. The fixed charge ratio, which only pertains to the revolving credit facility and is only tested in limited situations, is 1.0 to 1.0 through the end of the facility. |
Fixed charge ratio | ' | 1 |
Debt covenants, compliance | ' | 'As of September 30, 2014, we were in compliance with all of our debt covenants. |
Fiscal Quarters Ending Through Maturity [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest coverage ratio | ' | 9 |
Maximum leverage ratio | ' | 2 |
Severance_and_Other_Charges_Ad
Severance and Other Charges - Additional Information (Detail) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Payments for severance cost and office space no longer utilized | $10,288,000 | $8,740,000 | ' |
Additional severance costs | 3,800,000 | 5,600,000 | ' |
Severance costs payment period | '12 months | '12 months | ' |
Accrued expense for additional space vacated | 1,500,000 | 1,200,000 | ' |
Severance and other charges, current | 5,648,000 | ' | 8,184,000 |
Severance Costs [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Payments for severance cost and office space no longer utilized | 6,824,000 | 3,447,000 | ' |
Other Accruals [Member] | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Payments for severance cost and office space no longer utilized | $3,464,000 | $5,293,000 | ' |
Severance_and_Other_Charges_Co
Severance and Other Charges - Components of Severance/Restructuring and Other Charges (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Severance/restructuring accrual, Beginning balance | ' | ' | $15,531 | $18,290 |
Severance/restructuring expense | 181 | 3,343 | 5,300 | 6,824 |
Cash payments | ' | ' | -10,288 | -8,740 |
Severance/restructuring accrual, Ending balance | 10,543 | 16,374 | 10,543 | 16,374 |
Severance Costs [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Severance/restructuring accrual, Beginning balance | ' | ' | 4,115 | 2,142 |
Severance/restructuring expense | ' | ' | 3,824 | 5,617 |
Cash payments | ' | ' | -6,824 | -3,447 |
Severance/restructuring accrual, Ending balance | 1,115 | 4,312 | 1,115 | 4,312 |
Other Accruals [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Severance/restructuring accrual, Beginning balance | ' | ' | 11,416 | 16,148 |
Severance/restructuring expense | ' | ' | 1,476 | 1,207 |
Cash payments | ' | ' | -3,464 | -5,293 |
Severance/restructuring accrual, Ending balance | $9,428 | $12,062 | $9,428 | $12,062 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' |
Income tax expense (benefit) | $3,207,000 | ($2,368,000) | $7,166,000 | $1,989,000 | ' |
Effective tax rate | 2.90% | -2.30% | 34.80% | 4.50% | ' |
Reserves for unrecognized tax benefits | $63,200,000 | ' | $63,200,000 | ' | $62,300,000 |
Retirement_and_Postretirement_2
Retirement and Postretirement Benefit Plans - Additional Information (Detail) (USD $) | 9 Months Ended | 0 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | 28-May-14 |
Selling, General and Administrative Expenses [Member] | |||
Compensation And Retirement Disclosure [Line Items] | ' | ' | ' |
Settlement charge | ' | ' | $1.70 |
Contributions for the pension and post retirement benefit plans | 6.6 | 8.4 | ' |
Expected additional contribution during the remainder of 2014 | $2.30 | ' | ' |
Retirement_and_Postretirement_3
Retirement and Postretirement Benefit Plans - Net Periodic Benefit Cost (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Pension Benefits [Member] | ' | ' |
Compensation And Retirement Disclosure [Line Items] | ' | ' |
Interest cost | $6,031 | $5,569 |
Expected return on plan assets | -7,869 | -7,608 |
Amortization of prior service cost | 250 | ' |
Amortization of net loss | 3 | 252 |
Settlement loss recognized | 1,740 | ' |
Net periodic benefit (credit) cost | 155 | -1,787 |
Other Post Retirement Benefits [Member] | ' | ' |
Compensation And Retirement Disclosure [Line Items] | ' | ' |
Service cost | 134 | 167 |
Interest cost | 887 | 821 |
Amortization of prior service cost | -1,036 | -1,036 |
Amortization of net loss | ' | 232 |
Net periodic benefit (credit) cost | ($15) | $184 |
Fair_Value_Measurements_Summar
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Financial assets | ' | ' |
Financial assets | $565,688 | $370,974 |
Financial liabilities | ' | ' |
Financial liabilities | 1,337 | ' |
Money Market Funds [Member] | ' | ' |
Financial assets | ' | ' |
Financial assets | 245,417 | 259,031 |
U.S. Treasury Securities [Member] | ' | ' |
Financial assets | ' | ' |
Financial assets | 101,031 | 57,076 |
U.S. Agency Securities [Member] | ' | ' |
Financial assets | ' | ' |
Financial assets | 219,240 | 54,645 |
Foreign Exchange Derivatives [Member] | ' | ' |
Financial assets | ' | ' |
Financial assets | ' | 222 |
Financial liabilities | ' | ' |
Financial liabilities | 1,337 | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ' | ' |
Financial assets | ' | ' |
Financial assets | 346,448 | 316,107 |
Financial liabilities | ' | ' |
Financial liabilities | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | ' | ' |
Financial assets | ' | ' |
Financial assets | 245,417 | 259,031 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | U.S. Treasury Securities [Member] | ' | ' |
Financial assets | ' | ' |
Financial assets | 101,031 | 57,076 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | U.S. Agency Securities [Member] | ' | ' |
Financial assets | ' | ' |
Financial assets | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Foreign Exchange Derivatives [Member] | ' | ' |
Financial liabilities | ' | ' |
Financial liabilities | ' | ' |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Financial assets | ' | ' |
Financial assets | 219,240 | 54,867 |
Financial liabilities | ' | ' |
Financial liabilities | 1,337 | ' |
Significant Other Observable Inputs (Level 2) [Member] | Money Market Funds [Member] | ' | ' |
Financial assets | ' | ' |
Financial assets | ' | ' |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Securities [Member] | ' | ' |
Financial assets | ' | ' |
Financial assets | ' | ' |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Agency Securities [Member] | ' | ' |
Financial assets | ' | ' |
Financial assets | 219,240 | 54,645 |
Significant Other Observable Inputs (Level 2) [Member] | Foreign Exchange Derivatives [Member] | ' | ' |
Financial assets | ' | ' |
Financial assets | ' | 222 |
Financial liabilities | ' | ' |
Financial liabilities | $1,337 | ' |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Financial assets | $565,688,000 | ' | $370,974,000 |
Goodwill impairment | 0 | 0 | ' |
Maximum [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Fair value of counterparty default exposure | 1,500,000 | ' | 1,500,000 |
Foreign Exchange Forward and Option Contracts [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Aggregate notional amount of derivative instrument | 22,000,000 | ' | 24,100,000 |
Other Intangible Assets [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Impairment of intangible assets | 0 | 0 | ' |
Money Market Funds [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Financial assets | 245,417,000 | ' | 259,031,000 |
Software Development Costs [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Impairment of intangible assets | 0 | 7,400,000 | ' |
Pre-publication Costs [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Impairment of intangible assets | 0 | 1,100,000 | ' |
Preferred Stock [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Impairment of intangible assets | 1,300,000 | ' | ' |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Financial assets | 346,448,000 | ' | 316,107,000 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Financial assets | 245,417,000 | ' | 259,031,000 |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Financial assets | 219,240,000 | ' | 54,867,000 |
Significant Other Observable Inputs (Level 2) [Member] | Money Market Funds [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Financial assets | ' | ' | ' |
Significant Other Observable Inputs (Level 2) [Member] | Bank Time Deposits [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Financial assets | $22,800,000 | ' | $54,600,000 |
Fair_Value_Measurements_Summar1
Fair Value Measurements - Summary of Nonfinancial Assets and Liabilities Measured at Fair Value on Nonrecurring Basis (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Nonfinancial assets | ' | ' | ' |
Nonfinancial assets, Total | ' | ' | $4,200 |
Total Impairment | 1,279 | 8,500 | 9,000 |
Contingent Consideration Liability Associated with Acquisitions [Member] | ' | ' | ' |
Nonfinancial liabilities | ' | ' | ' |
Nonfinancial liabilities, Total | 1,970 | ' | 1,881 |
Significant Unobservable Inputs (Level 3) [Member] | ' | ' | ' |
Nonfinancial assets | ' | ' | ' |
Nonfinancial assets, Total | ' | ' | 4,200 |
Significant Unobservable Inputs (Level 3) [Member] | Contingent Consideration Liability Associated with Acquisitions [Member] | ' | ' | ' |
Nonfinancial liabilities | ' | ' | ' |
Nonfinancial liabilities, Total | 1,970 | ' | 1,881 |
Property, Plant, and Equipment [Member] | ' | ' | ' |
Nonfinancial assets | ' | ' | ' |
Nonfinancial assets, Total | ' | ' | ' |
Total Impairment | ' | ' | 7,439 |
Property, Plant, and Equipment [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' | ' | ' |
Nonfinancial assets | ' | ' | ' |
Nonfinancial assets, Total | ' | ' | ' |
Pre-publication Costs [Member] | ' | ' | ' |
Nonfinancial assets | ' | ' | ' |
Nonfinancial assets, Total | ' | ' | ' |
Total Impairment | ' | ' | 1,061 |
Pre-publication Costs [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' | ' | ' |
Nonfinancial assets | ' | ' | ' |
Nonfinancial assets, Total | ' | ' | ' |
Other Intangible Assets [Member] | ' | ' | ' |
Nonfinancial assets | ' | ' | ' |
Nonfinancial assets, Total | ' | ' | 4,200 |
Total Impairment | ' | ' | 500 |
Other Intangible Assets [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' | ' | ' |
Nonfinancial assets | ' | ' | ' |
Nonfinancial assets, Total | ' | ' | 4,200 |
Preferred Stock [Member] | ' | ' | ' |
Nonfinancial assets | ' | ' | ' |
Nonfinancial assets, Total | ' | ' | ' |
Total Impairment | 1,279 | ' | ' |
Preferred Stock [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' | ' | ' |
Nonfinancial assets | ' | ' | ' |
Nonfinancial assets, Total | ' | ' | ' |
Fair_Value_Measurements_Summar2
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Liabilities Measured on Recurring Basis (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Debt Instrument Fair Value Carrying Value [Abstract] | ' |
Beginning Balance | $1,881 |
Change in fair value of contingent consideration liability, included in interest expense | 89 |
Ending Balance | $1,970 |
Fair_Value_Measurements_Summar3
Fair Value Measurements - Summary of Carrying Amounts and Estimated Fair Market Values of Debt (Detail) (Term Loan [Member], USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Term Loan [Member] | ' | ' |
Schedule Of Carrying Values And Estimated Fair Values Of Debt Instruments [Line Items] | ' | ' |
Debt, carrying value | $243,750 | $245,625 |
Debt, estimated fair value | $243,445 | $247,774 |
Fair_Value_Measurements_Summar4
Fair Value Measurements - Summary of Carrying Amounts and Estimated Fair Market Values of Debt (Parenthetical) (Detail) (Term Loan [Member], USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Term Loan [Member] | ' |
Schedule Of Carrying Values And Estimated Fair Values Of Debt Instruments [Line Items] | ' |
Debt $250,000 term loan | $250,000 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Customer | Customer | |
Loss Contingencies [Line Items] | ' | ' |
Contingently liable performance related surety bonds | $16,300,000 | $23,000,000 |
Aggregate letter of credit | 21,300,000 | 19,700,000 |
Letter of credit backed by performance related surety bonds | 2,400,000 | 2,400,000 |
Indemnification liabilities | 0 | 0 |
Concentration Risk, Amount | 528,400,000 | 318,101,000 |
Customer Concentration Risk [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Concentration Risk, Number of customers | 2 | 2 |
Concentration Risk, percentage | 10.60% | 32.90% |
Concentration Risk, Amount | 55,800,000 | 104,800,000 |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Concentration Risk, percentage | 10.00% | ' |
Customer Concentration Risk [Member] | Individual [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Concentration Risk, Number of customers | 0 | ' |
Payable [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Payable to customers | ' | 4,600,000 |
Customer One [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Accounts Payable | $29,500,000 | ' |
Net_Income_Loss_Per_Share_Comp
Net Income (Loss) Per Share - Computation of Basic and Diluted Earnings per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Numerator | ' | ' | ' | ' |
Net income (loss) attributable to common stockholders | $107,030 | $105,112 | ($27,757) | ($46,535) |
Denominator | ' | ' | ' | ' |
Basic | 140,742,786 | 139,919,218 | 140,269,383 | 139,918,392 |
Diluted | 143,583,901 | 140,357,220 | 140,269,383 | 139,918,392 |
Net income (loss) per share attributable to common stockholders | ' | ' | ' | ' |
Basic | $0.76 | $0.75 | ($0.20) | ($0.33) |
Diluted | $0.75 | $0.75 | ($0.20) | ($0.33) |
Net_Income_Loss_Per_Share_Summ
Net Income (Loss) Per Share - Summary of Anti-Dilutive Securities Excluded from Computation of Diluted EPS (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Stock Options [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded from computation of diluted EPS | 306,861 | 2,863,663 | 10,886,685 | 10,446,461 |
Restricted Stock Units [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded from computation of diluted EPS | ' | 86,196 | 147,063 | 96,611 |
Segment_Reporting_Additional_I
Segment Reporting - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2014 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of reportable segment | 2 |
Segment_Reporting_Consolidated
Segment Reporting - Consolidated Net Income (Loss) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales | $551,008 | $550,190 | $1,106,831 | $1,079,735 |
Segment Adjusted EBITDA | 200,287 | 205,494 | 256,331 | 270,201 |
Operating Segments [Member] | Education [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales | 504,724 | 504,585 | 991,216 | 955,145 |
Segment Adjusted EBITDA | 206,257 | 202,613 | 285,346 | 276,060 |
Operating Segments [Member] | Trade Publishing [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales | 46,284 | 45,605 | 115,615 | 124,590 |
Segment Adjusted EBITDA | 7,222 | 8,619 | 7,844 | 19,927 |
Corporate/Other [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' |
Segment Adjusted EBITDA | ($13,192) | ($5,738) | ($36,859) | ($25,786) |
Segment_Reporting_Consolidated1
Segment Reporting - Consolidated Statements of Operations (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Segment Reporting [Abstract] | ' | ' | ' | ' | ' |
Total Segment Adjusted EBITDA | $200,287 | $205,494 | $256,331 | $270,201 | ' |
Interest expense | -4,662 | -5,041 | -13,354 | -16,626 | ' |
Depreciation expense | -17,564 | -14,094 | -52,885 | -44,319 | ' |
Amortization expense | -61,540 | -67,970 | -184,056 | -210,643 | ' |
Stock compensation | -2,861 | -3,648 | -8,805 | -6,923 | ' |
Gain (loss) on derivative instruments | -1,252 | 250 | -1,560 | -229 | ' |
Asset impairment charges | ' | ' | -1,279 | -8,500 | -9,000 |
Purchase accounting adjustments | -1,434 | -3,637 | -3,025 | -8,515 | ' |
Fees, expenses or charges for equity offerings, debt or acquisitions | -461 | -4,055 | -4,151 | -5,819 | ' |
Restructuring | -95 | -171 | -2,507 | -1,710 | ' |
Severance, separation costs and facility closures | -181 | -4,384 | -5,300 | -10,865 | ' |
Debt extinguishment loss | ' | ' | ' | -598 | ' |
Income (loss) before taxes | 110,237 | 102,744 | -20,591 | -44,546 | ' |
Provision for income taxes | -3,207 | 2,368 | -7,166 | -1,989 | ' |
Net income (loss) | $107,030 | $105,112 | ($27,757) | ($46,535) | ' |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event [Member], USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Nov. 03, 2014 |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Stock Repurchase Program, Authorized Amount | $100 |
Stock Repurchase Program, Period in Force | '2 years |