BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2014 |
Business Combinations [Abstract] | ' |
BUSINESS COMBINATION | ' |
|
7. BUSINESS COMBINATION |
|
On March 3, 2014, the Company acquired all of the stock of Health Care Compliance Strategies, Inc. (HCCS), a Jericho, New York based company that specializes in healthcare compliance solutions and services. The Company acquired HCCS to further advance its suite of workforce development solutions, including its offering of compliance solutions. The consideration paid for HCCS consisted of approximately $13.0 million in cash and 81,614 shares of our common stock. The Company may make additional payments of up to $750,000, contingent upon the achievement of certain performance milestones within one year post-closing. The Company incurred approximately $500,000 in transaction costs associated with the acquisition, of which $350,000 were incurred during the six months ended June 30, 2014 and $150,000 were incurred during the year ended December 31, 2013. The transaction costs were recorded in other general and administrative expenses in the condensed consolidated statement of income. In allocating the purchase price, the Company has preliminarily recorded approximately $7.5 million of goodwill, $7.6 million of identifiable intangible assets, $2.4 million of tangible assets, and $1.5 million of liabilities. The goodwill balance is primarily attributed to assembled workforce, additional market opportunities of HCCS’s compliance solutions, and expected synergies from integrating HCCS’s products into our platform. The goodwill balance is deductible for U.S. income tax purposes. The allocation of purchase price is preliminary and may be subject to change within the measurement period of one year from the acquisition date. The primary areas of the preliminary purchase price allocation that are not finalized include the composition and valuation of intangible assets, goodwill, deferred revenue, contingent consideration, and final working capital adjustments. The results of operations for HCCS have been included in the Company’s condensed consolidated financial statements from the date of acquisition, and are also included in the HealthStream Workforce Development Solutions segment. |
|
During the second quarter of 2014, the Company determined the presentation of contingent consideration payments, or earn-outs, in connection with business combinations should be classified as a financing activity within the statement of cash flows. The Company previously classified such payments as an operating activity within the statement of cash flows. The Company has adjusted the statement of cash flows for the six-month period ended June 30, 2013 and will adjust the statement of cash flows for the nine-month period ended September 30, 2013 and the year ended December 31, 2013 when those financial statements are presented comparatively for the corresponding periods in 2014. The Company considers the adjustments to all aforementioned periods to be immaterial corrections of errors. |
|
The effect of the immaterial adjustments on the consolidated statement of cash flows for the respective periods listed below is as follows (in thousands): |
|
|
| | | | | | | | | | | | |
| | Previously | | | Adjustments | | | Adjusted | |
Reported |
Net cash provided by operating activities, three months ended March 31, 2013 | | $ | 3,855 | | | $ | 45 | | | $ | 3,900 | |
Net cash provided by financing activities, three months ended March 31, 2013 | | | 742 | | | | (45 | ) | | | 697 | |
Net cash provided by operating activities, six months ended June 30, 2013 | | | 11,041 | | | | 318 | | | | 11,359 | |
Net cash provided by financing activities, six months ended June 30, 2013 | | | 1,524 | | | | (318 | ) | | | 1,206 | |
Net cash provided by operating activities, nine months ended September 30, 2013 | | | 22,854 | | | | 357 | | | | 23,211 | |
Net cash provided by financing activities, nine months ended September 30, 2013 | | | 2,827 | | | | (357 | ) | | | 2,470 | |
Net cash provided by operating activities, year ended December 31, 2013 | | | 26,283 | | | | 771 | | | | 27,054 | |
Net cash provided by financing activities, year ended December 31, 2013 | | | 6,876 | | | | (771 | ) | | | 6,105 | |
Net cash provided by operating activities, three months ended March 31, 2014 | | | 9,189 | | | | 5 | | | | 9,194 | |
Net cash provided by financing activities, three months ended March 31, 2014 | | | 297 | | | | (5 | ) | | | 292 | |