Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 27, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | HSTM | |
Entity Registrant Name | HEALTHSTREAM INC | |
Entity Central Index Key | 1095565 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 27,784,427 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $34,764 | $81,995 |
Marketable securities | 29,611 | 38,973 |
Accounts receivable, net of allowance for doubtful accounts of $320 and $331 at March 31, 2015 and December 31, 2014, respectively | 35,789 | 33,167 |
Accounts receivable -unbilled | 1,242 | 1,678 |
Prepaid royalties, net of amortization | 14,975 | 13,030 |
Deferred tax assets | 2,575 | 354 |
Other prepaid expenses and other current assets | 5,780 | 5,414 |
Total current assets | 124,736 | 174,611 |
Property and equipment: | ||
Equipment | 27,563 | 25,133 |
Leasehold improvements | 5,877 | 5,860 |
Furniture and fixtures | 4,621 | 4,554 |
Property and equipment, gross | 38,061 | 35,547 |
Less accumulated depreciation and amortization | -27,238 | -26,105 |
Total, property and equipment | 10,823 | 9,442 |
Capitalized software development, net of accumulated amortization of $19,387 and $18,114 at March 31, 2015 and December 31, 2014, respectively | 13,456 | 12,706 |
Goodwill | 88,766 | 41,914 |
Intangible assets, net of accumulated amortization of $14,636 and $13,834 at March 31, 2015 and December 31, 2014, respectively | 56,593 | 14,795 |
Non-marketable equity investments | 2,753 | 1,757 |
Other assets | 2,315 | 2,037 |
Total assets | 299,442 | 257,262 |
Current liabilities: | ||
Accounts payable | 1,904 | 4,753 |
Accrued royalties | 8,481 | 9,255 |
Accrued liabilities | 9,728 | 7,224 |
Accrued compensation and related expenses | 1,660 | 2,311 |
Deferred revenue | 66,531 | 53,716 |
Total current liabilities | 88,304 | 77,259 |
Debt, noncurrent | 28,000 | |
Deferred tax liabilities, noncurrent | 5,547 | 5,838 |
Deferred revenue, noncurrent | 3,855 | 3,657 |
Other long term liabilities | 2,691 | 2,649 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common stock, no par value, 75,000 shares authorized; 27,784 and 27,677 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 175,369 | 174,926 |
Accumulated deficit | -4,308 | -7,030 |
Accumulated other comprehensive loss | -16 | -37 |
Total shareholders' equity | 171,045 | 167,859 |
Total liabilities and shareholders' equity | $299,442 | $257,262 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts, net | $320 | $331 |
Accumulated amortization on capitalized software development | 19,387 | 18,114 |
Accumulated amortization on intangible assets | $14,636 | $13,834 |
Common stock, no par value | ||
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 27,784,000 | 27,677,000 |
Common stock, shares outstanding | 27,784,000 | 27,677,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Revenues, net | $47,156 | $38,350 |
Operating costs and expenses: | ||
Cost of revenues (excluding depreciation and amortization) | 20,193 | 16,926 |
Product development | 4,646 | 3,546 |
Sales and marketing | 7,347 | 6,947 |
Other general and administrative expenses | 6,927 | 5,232 |
Depreciation and amortization | 3,253 | 2,401 |
Total operating costs and expenses | 42,366 | 35,052 |
Income from operations | 4,790 | 3,298 |
Other income, net | 9 | 45 |
Income before income tax provision | 4,799 | 3,343 |
Income tax provision | 2,077 | 1,395 |
Net income | $2,722 | $1,948 |
Earnings per share: | ||
Basic | $0.10 | $0.07 |
Diluted | $0.10 | $0.07 |
Weighted average shares of common stock outstanding: | ||
Basic | 27,703 | 27,453 |
Diluted | 28,068 | 27,906 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net income | $2,722 | $1,948 |
Other comprehensive income, net of taxes: | ||
Unrealized gain on marketable securities | 21 | 8 |
Total other comprehensive income | 21 | 8 |
Comprehensive income | $2,743 | $1,956 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Shareholders' Equity (Unaudited) (USD $) | Total | Common Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
In Thousands | ||||
Beginning balance at Dec. 31, 2014 | $167,859 | $174,926 | ($7,030) | ($37) |
Beginning balance, shares at Dec. 31, 2014 | 27,677 | 27,677 | ||
Net income | 2,722 | 2,722 | ||
Comprehensive income (loss) | 21 | 21 | ||
Stock based compensation | 409 | 409 | ||
Common stock issued under stock plans, net of shares withheld for employee taxes | 34 | 34 | ||
Common stock issued under stock plans, net of shares withheld for employee taxes, shares | 107 | |||
Ending balance at Mar. 31, 2015 | $171,045 | $175,369 | ($4,308) | ($16) |
Ending balance, shares at Mar. 31, 2015 | 27,784 | 27,784 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
OPERATING ACTIVITIES: | ||
Net income | $2,722 | $1,948 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 3,253 | 2,401 |
Deferred income taxes | 1,395 | |
Stock based compensation expense | 409 | 384 |
Provision for doubtful accounts | 7 | 70 |
Loss on non-marketable equity investments | 3 | |
Other | 225 | 376 |
Changes in operating assets and liabilities: | ||
Accounts and unbilled receivables | 1,049 | -5,107 |
Prepaid royalties | -1,945 | -2,667 |
Other prepaid expenses and other current assets | 278 | 140 |
Other assets | -277 | 26 |
Accounts payable | -2,849 | 604 |
Accrued royalties | -774 | 2,472 |
Accrued liabilities and accrued compensation and related expenses and other long-term liabilities | 25 | -1,447 |
Deferred revenue | 6,881 | 8,599 |
Net cash provided by operating activities | 9,007 | 9,194 |
INVESTING ACTIVITIES: | ||
Business combinations, net of cash acquired | -88,075 | -12,501 |
Proceeds from maturities of marketable securities | 9,165 | 18,517 |
Purchases of marketable securities | -7 | -13,176 |
Payments to acquire equity method investments | -1,000 | -250 |
Payments associated with capitalized software development | -2,023 | -1,464 |
Purchases of property and equipment | -2,313 | -1,104 |
Net cash used in investing activities | -84,253 | -9,978 |
FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 247 | 449 |
Proceeds from borrowings under revolving line of credit facility | 28,000 | |
Payment of earn-outs related to business combinations | -19 | -5 |
Taxes paid related to net settlement of equity awards | -213 | -152 |
Net cash provided by financing activities | 28,015 | 292 |
Net decrease in cash and cash equivalents | -47,231 | -492 |
Cash and cash equivalents at beginning of period | 81,995 | 59,537 |
Cash and cash equivalents at end of period | 34,764 | 59,045 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of common stock in connection with business combination | $2,246 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, condensed consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All significant intercompany transactions have been eliminated in consolidation. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. | |
The balance sheet at December 31, 2014 is consistent with the audited financial statements at that date but does not include all of the information and footnotes required by US GAAP for a complete set of financial statements. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 2014 (included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 27, 2015). |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. RECENT ACCOUNTING PRONOUNCEMENTS |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016, and early adoption is not permitted. The Company is currently reviewing this standard to assess the impact on its future consolidated financial statements. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 3. INCOME TAXES |
Income taxes are accounted for using the asset and liability method, whereby deferred tax assets and liabilities are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities measured at tax rates that will be in effect for the year in which the differences are expected to affect taxable income. | |
During the three months ended March 31, 2015 and 2014, the Company recorded a provision for income taxes of approximately $2.1 million and $1.4 million, respectively. The Company’s effective tax rate for the three months ended March 31, 2015 and 2014 was 43.3% and 41.7%, respectively. The Company’s effective tax rate primarily reflects the statutory corporate income tax rate, the net effect of state taxes, and the effect of various permanent tax differences. |
Stock_Based_Compensation
Stock Based Compensation | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Stock Based Compensation | 4. STOCK BASED COMPENSATION | ||||||||
The Company maintains two stock incentive plans. The Company accounts for its stock based compensation plans using the fair-value based method for costs related to share-based payments, including stock options and restricted share units (RSUs). During the three months ended March 31, 2015, the Company issued 73,500 RSUs with a weighted average grant date fair value of $25.59 per share, measured based on the closing fair market value of the Company’s stock on the date of grant. During the three months ended March 31, 2014, the Company issued 62,080 RSUs with a weighted average grant date fair value of $29.15 per share, measured based on the closing fair market value of the Company’s stock on the date of grant. | |||||||||
Total stock based compensation expense recorded for the three months ended March 31, 2015 and 2014, which is recorded in the condensed consolidated statements of income, is as follows (in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Cost of revenues (excluding depreciation and amortization) | $ | 23 | $ | 17 | |||||
Product development | 46 | 44 | |||||||
Sales and marketing | 53 | 47 | |||||||
Other general and administrative | 287 | 276 | |||||||
Total stock based compensation expense | $ | 409 | $ | 384 | |||||
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Earnings Per Share | 5. EARNINGS PER SHARE | ||||||||
Basic earnings per share is computed by dividing the net income available to common shareholders for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income for the period by the weighted average number of potentially dilutive common and common equivalent shares outstanding during the period. Common equivalent shares are composed of incremental common shares issuable upon the exercise of stock options and restricted share units subject to vesting. The dilutive effect of common equivalent shares is included in diluted earnings per share by application of the treasury stock method. The total number of common equivalent shares excluded from the calculations of diluted earnings per share, due to their anti-dilutive effect, was approximately 13,000 and 165,000 for the three months ended March 31, 2015 and 2014, respectively. | |||||||||
The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2015 and 2014 (in thousands, except per share data): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Net income | $ | 2,722 | $ | 1,948 | |||||
Denominator: | |||||||||
Weighted-average shares outstanding | 27,703 | 27,453 | |||||||
Effect of dilutive shares | 365 | 453 | |||||||
Weighted-average diluted shares | 28,068 | 27,906 | |||||||
Basic earnings per share | $ | 0.1 | $ | 0.07 | |||||
Diluted earnings per share | $ | 0.1 | $ | 0.07 | |||||
Marketable_Securities
Marketable Securities | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | |||||||||||||||||
Marketable Securities | 6. MARKETABLE SECURITIES | ||||||||||||||||
At March 31, 2015 and December 31, 2014, the fair value of marketable securities, which were all classified as available for sale, included the following (in thousands): | |||||||||||||||||
March 31, 2015 | |||||||||||||||||
Adjusted Cost | Unrealized | Unrealized | Fair Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
Level 2: | |||||||||||||||||
Certificates of deposit | $ | 6,285 | $ | — | $ | — | $ | 6,285 | |||||||||
Corporate debt securities | 23,342 | — | (16 | ) | 23,326 | ||||||||||||
Subtotal | 29,627 | — | (16 | ) | 29,611 | ||||||||||||
Total | $ | 29,627 | $ | — | $ | (16 | ) | $ | 29,611 | ||||||||
December 31, 2014 | |||||||||||||||||
Adjusted Cost | Unrealized | Unrealized | Fair Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
Level 2: | |||||||||||||||||
Certificates of deposit | $ | 6,278 | $ | — | $ | — | $ | 6,278 | |||||||||
Corporate debt securities | 32,732 | — | (37 | ) | 32,695 | ||||||||||||
Subtotal | 39,010 | — | (37 | ) | 38,973 | ||||||||||||
Total | $ | 39,010 | $ | — | $ | (37 | ) | $ | 38,973 | ||||||||
The carrying amounts reported in the condensed consolidated balance sheet approximate the fair value based on quoted market prices or alternative pricing sources and models utilizing market observable inputs. As of March 31, 2015, the Company does not consider any of its marketable securities to be other than temporarily impaired. During the three months ended March 31, 2015 and 2014, the Company did not reclassify any items out of accumulated other comprehensive income to net income. All investments in marketable securities are classified as a current asset on the balance sheet because the underlying securities mature within one year from the balance sheet date. |
Business_Combinations
Business Combinations | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||
Business Combinations | 7. BUSINESS COMBINATIONS | ||||||||||||||||
HealthLine Systems | |||||||||||||||||
On March 16, 2015, the Company acquired all of the membership interests of HealthLine Systems, LLC (HLS), a San Diego, California based company that specializes in credentialing, privileging, call center, and quality management solutions for the healthcare industry. The acquisition of HLS will enable the Company to provide a comprehensive solution set for healthcare provider credentialing, privileging, enrollment, referral, onboarding, and analytics in support of HealthStream’s approach to talent management for healthcare organizations. The consideration paid for HLS consisted of approximately $88.1 million in cash (taking into account a working capital adjustment). The Company incurred approximately $1.3 million in transaction costs associated with the acquisition, of which $965,000 were incurred during the three months ended March 31, 2015 and $329,000 were incurred during the year ended December 31, 2014. The transaction costs were recorded in other general and administrative expenses in the condensed consolidated statement of income. The results of operations for HLS have been included in the Company’s condensed consolidated financial statements from the date of acquisition, and are also included in the HealthStream Provider Solutions segment. | |||||||||||||||||
A summary of the purchase price is as follows (in thousands): | |||||||||||||||||
Cash paid at closing | $ | 81,379 | |||||||||||||||
Cash held in escrow | 6,750 | ||||||||||||||||
Total consideration paid | $ | 88,129 | |||||||||||||||
The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed as of the date of acquisition (in thousands): | |||||||||||||||||
Cash | $ | 54 | |||||||||||||||
Accounts receivable, net | 3,243 | ||||||||||||||||
Prepaid assets | 689 | ||||||||||||||||
Property and equipment | 200 | ||||||||||||||||
Deferred tax assets | 2,513 | ||||||||||||||||
Goodwill | 46,852 | ||||||||||||||||
Intangible assets | 42,600 | ||||||||||||||||
Accounts payable and accrued liabilities | (1,890 | ) | |||||||||||||||
Deferred revenue | (6,132 | ) | |||||||||||||||
Preliminary net assets acquired | $ | 88,129 | |||||||||||||||
The excess of preliminary purchase price over the preliminary fair values of net tangible and intangible assets will be recorded as goodwill. The preliminary fair values of tangible and identifiable intangible assets, deferred tax assets, deferred revenue, and other liabilities are based on management’s estimates and assumptions. The preliminary fair values of assets acquired and liabilities assumed are considered preliminary and are based on the information that was available at the time of the acquisition. The preliminary fair values of assets acquired and liabilities assumed are subject to change during the measurement period (up to one year from the acquisition date) as we finalize the valuation of these items. Included in the preliminary assets and liabilities is an estimated indemnification asset of $500,000 and a contingent liability of $1.5 million, both are associated with tax liabilities. The goodwill balance is primarily attributed to the assembled workforce, additional market opportunities from offering HLS’s products, and expected synergies from integrating HLS with other products or other combined functional areas within the Company. The goodwill balance is deductible for U.S. income tax purposes. The net tangible assets include deferred revenue, which was preliminarily adjusted down from a book value at the acquisition date of $15.3 million to an estimated fair value of $6.1 million. The preliminary $9.2 million write-down of deferred revenue will result in lower revenues than would have otherwise been recognized for such services. | |||||||||||||||||
The following table sets forth the preliminary components of identifiable intangible assets and their estimated useful lives as of the acquisition date (in thousands): | |||||||||||||||||
Preliminary fair | Useful life | ||||||||||||||||
value | |||||||||||||||||
Customer relationships | $ | 38,000 | 12 years | ||||||||||||||
Developed technology | 3,700 | 5 years | |||||||||||||||
Trade names | 900 | 6 years | |||||||||||||||
Total preliminary intangible assets subject to amortization | $ | 42,600 | |||||||||||||||
The amounts of revenue and operating income (loss) of HLS included in the Company’s condensed consolidated statement of income from the date of acquisition of March 16, 2015 to the period ending March 31, 2015 are as follows (in thousands): | |||||||||||||||||
Total revenues | $ | 342 | |||||||||||||||
Net loss | $ | (163 | ) | ||||||||||||||
The following unaudited pro forma financial information summarizes the combined results of operations of the Company and HLS, which was significant for purposes of the unaudited pro forma financial information disclosure, as though the companies were combined as of January 1, 2014 (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
Total revenues | $ | 51,609 | $ | 40,251 | |||||||||||||
Net income | $ | 3,944 | $ | 830 | |||||||||||||
Basic earnings per share | $ | 0.14 | $ | 0.03 | |||||||||||||
Diluted earnings per share | $ | 0.14 | $ | 0.03 | |||||||||||||
These unaudited pro forma combined results of operations include certain adjustments arising from the acquisition such as adjustment for amortization of intangible assets, depreciation of property and equipment, fair value adjustments of acquired deferred revenue balances, and interest expense associated with borrowings under a revolving credit facility by the Company to partially fund the acquisition. The unaudited pro forma combined results of operations is for informational purposes only and is not indicative of what the Company’s results of operations would have been had such transactions occurred at the beginning of the period presented or to project the Company’s results of operations in any future period. | |||||||||||||||||
The unaudited pro forma financial information for the three months ended March 31, 2015 and 2014 combines the historical results of the Company and HLS for the three months ended March 31, 2015 and 2014, and the pro forma adjustments listed above. | |||||||||||||||||
Health Care Compliance Strategies | |||||||||||||||||
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 $12.8 million in cash (taking into account a working capital adjustment) 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 $515,000 in transaction costs associated with the acquisition, of which $365,000 were incurred during the year ended December 31, 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 consolidated statements of income. In allocating the purchase price, the Company recorded approximately $6.2 million of goodwill, $8.4 million of identifiable intangible assets, $2.6 million of tangible assets, $625,000 of deferred tax assets, and $2.7 million of liabilities. Included in the recorded liabilities is an accrual for contingent consideration of approximately $600,000. 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 net tangible assets include deferred revenue, which was adjusted down from a book value at the acquisition date of $3.2 million to an estimated fair value of $1.7 million. The $1.5 million write-down of deferred revenue will result in lower revenues than would have otherwise been recognized for such services. The results of operations for HCCS have been included in the Company’s consolidated financial statements from the date of acquisition, and are also included in the HealthStream Workforce Development Solutions segment. | |||||||||||||||||
Goodwill | |||||||||||||||||
The changes in the carrying amount of goodwill for the three months ended March 31, 2015 are as follows (in thousands): | |||||||||||||||||
Workforce | Patient | Provider | Total | ||||||||||||||
Experience | |||||||||||||||||
Balance at January 1, 2015 | $ | 12,336 | $ | 24,154 | $ | 5,424 | $ | 41,914 | |||||||||
Acquisition of HLS | — | — | 46,852 | 46,852 | |||||||||||||
Balance at March 31, 2015 | $ | 12,336 | $ | 24,154 | $ | 52,276 | $ | 88,766 | |||||||||
Business_Segments
Business Segments | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Segment Reporting [Abstract] | |||||||||
Business Segments | 8. BUSINESS SEGMENTS | ||||||||
The Company provides services to healthcare organizations and other members within the healthcare industry. The Company’s services are focused on the delivery of workforce development products and services (HealthStream Workforce Solutions), survey and research services (HealthStream Patient Experience Solutions), as well as provider credentialing, privileging, and enrollment products and services (HealthStream Provider Solutions). | |||||||||
Effective with the acquisition of HLS in March 2015, we launched the HealthStream Provider Solutions segment. HealthStream Provider Solutions reflects the combination of HLS and Sy.Med Development, Inc. (Sy.Med). Upon the acquisition of HLS, we changed our organizational structure, appointing a President of HealthStream Provider Solutions, who reports to our Chief Executive Officer (CEO). Our CEO is also our chief operating decision maker. During the first quarter of 2015, we began reporting and assessing performance of this newly formed segment. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. | |||||||||
The Company’s historical segment disclosures included the aggregation of Sy.Med within the HealthStream Workforce Solutions segment. We have adjusted the prior period segment disclosures to conform to the current year presentation by including Sy.Med within the HealthStream Provider Solutions segment. | |||||||||
The Company measures segment performance based on operating income before income taxes and prior to the allocation of certain corporate overhead expenses, interest income, interest expense, and depreciation. The Unallocated component below includes corporate functions, such as accounting, human resources, legal, investor relations, administrative, and executive personnel, depreciation, a portion of amortization, and certain other expenses, which are not currently allocated in measuring segment performance. The following is the Company’s business segment information as of and for the three months ended March 31, 2015 and 2014 (in thousands). | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Revenues, net: | |||||||||
Workforce | $ | 37,594 | $ | 29,965 | |||||
Patient Experience | 7,987 | 7,393 | |||||||
Provider | 1,575 | 992 | |||||||
Total revenues, net | $ | 47,156 | $ | 38,350 | |||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Income from operations: | |||||||||
Workforce | $ | 10,749 | $ | 7,760 | |||||
Patient Experience | 326 | 178 | |||||||
Provider | 136 | 120 | |||||||
Unallocated | (6,421 | ) | (4,760 | ) | |||||
Total income from operations | $ | 4,790 | $ | 3,298 | |||||
March 31, 2015 | December 31, 2014 | ||||||||
Segment assets * | |||||||||
Workforce | $ | 82,609 | $ | 81,116 | |||||
Patient Experience | 35,723 | 34,536 | |||||||
Provider | 106,099 | 10,976 | |||||||
Unallocated | 75,011 | 130,634 | |||||||
Total assets | $ | 299,442 | $ | 257,262 | |||||
* | Segment assets include accounts and unbilled receivables, prepaid and other current assets, other assets, capitalized software development, certain property and equipment, and intangible assets. Cash and cash equivalents and marketable securities are not allocated to individual segments, and are included within Unallocated. A significant portion of property and equipment assets are included within Unallocated. |
Debt
Debt | 3 Months Ended | ||
Mar. 31, 2015 | |||
Debt Disclosure [Abstract] | |||
Debt | 9. DEBT | ||
Revolving Credit Facility | |||
The Company maintains a Loan Agreement (the “Revolving Credit Facility”) with SunTrust Bank (“SunTrust”) in the aggregate principal amount of $50.0 million, which matures on November 24, 2017. Under the Revolving Credit Facility, the Company may borrow up to $50.0 million, which includes a $5.0 million swing line subfacility, as well as an accordion feature that allows the Company to increase the Revolving Credit Facility by a total of up to $25.0 million, subject to securing additional commitments from existing lenders or new lending institutions. The Revolving Credit Facility includes a $5.0 million letter of credit subfacility. The obligations under the Revolving Credit Facility are guaranteed by each of the Company’s subsidiaries. At the Company’s election, the borrowings under the Revolving Credit Facility bear interest at either (1) a rate per annum equal to the highest of SunTrust’s prime rate or 0.5% in excess of the Federal Funds Rate or 1.0% in excess of one-month LIBOR (the “Base Rate”), plus an applicable margin, or (2) the one, two, three, or six-month per annum LIBOR for deposits in the applicable currency (the “Eurocurrency Rate”), as selected by the Company, plus an applicable margin. The applicable margin for Eurocurrency Rate loans depends on the Company’s funded debt leverage ratio and varies from 1.50% to 2.00%. The applicable margin for Base Rate loans depends on the Company’s funded debt leverage ratio and varies from 0.50% to 1.50%. Commitment fees and letter of credit fees are also payable under the Revolving Credit Facility. Principal is payable in full at maturity on November 24, 2017, and there are no scheduled principal payments prior to maturity. The Company is required to pay a commitment fee ranging between 20 and 30 basis points per annum of the average daily unused portion of the Revolving Credit Facility, depending on the Company’s funded debt leverage ratio. | |||
The purpose of the Revolving Credit Facility is for general working capital needs, permitted acquisitions (as defined in the Loan Agreement), and for stock repurchase and/or redemption transactions that the Company may authorize. | |||
The Revolving Credit Facility contains certain covenants that, among other things, restrict additional indebtedness, liens and encumbrances, changes to the character of the Company’s business, acquisitions, asset dispositions, mergers and consolidations, sale or discount of receivables, creation or acquisitions of additional subsidiaries, and other matters customarily restricted in such agreements. | |||
In addition, the Revolving Credit Facility requires the Company to meet certain financial tests, including, without limitation: | |||
• | a funded debt leverage ratio (consolidated debt/consolidated EBITDA) of not greater than 3.0 to 1.0; and | ||
• | an interest coverage ratio (consolidated EBITDA/consolidated interest expense) of not less than 3.0 to 1.0. | ||
As of March 31, 2015, the Company was in compliance with all covenants. There was approximately $28.0 million outstanding on the Revolving Credit Facility as of March 31, 2015. The weighted average interest rate was 1.67% for borrowings under Revolving Credit Facility during the three months ended March 31, 2015. The carrying value of the Revolving Credit Facility approximates fair value. |
Recent_Accounting_Pronouncemen1
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2016, and early adoption is not permitted. The Company is currently reviewing this standard to assess the impact on its future consolidated financial statements. |
Stock_Based_Compensation_Table
Stock Based Compensation (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Stock Based Compensation Expense Recorded in Condensed Consolidated Statements of Income | Total stock based compensation expense recorded for the three months ended March 31, 2015 and 2014, which is recorded in the condensed consolidated statements of income, is as follows (in thousands): | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Cost of revenues (excluding depreciation and amortization) | $ | 23 | $ | 17 | |||||
Product development | 46 | 44 | |||||||
Sales and marketing | 53 | 47 | |||||||
Other general and administrative | 287 | 276 | |||||||
Total stock based compensation expense | $ | 409 | $ | 384 | |||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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 for the three months ended March 31, 2015 and 2014 (in thousands, except per share data): | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Numerator: | |||||||||
Net income | $ | 2,722 | $ | 1,948 | |||||
Denominator: | |||||||||
Weighted-average shares outstanding | 27,703 | 27,453 | |||||||
Effect of dilutive shares | 365 | 453 | |||||||
Weighted-average diluted shares | 28,068 | 27,906 | |||||||
Basic earnings per share | $ | 0.1 | $ | 0.07 | |||||
Diluted earnings per share | $ | 0.1 | $ | 0.07 | |||||
Marketable_Securities_Tables
Marketable Securities (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | |||||||||||||||||
Fair Value of Available for Sale Marketable Securities | At March 31, 2015 and December 31, 2014, the fair value of marketable securities, which were all classified as available for sale, included the following (in thousands): | ||||||||||||||||
March 31, 2015 | |||||||||||||||||
Adjusted Cost | Unrealized | Unrealized | Fair Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
Level 2: | |||||||||||||||||
Certificates of deposit | $ | 6,285 | $ | — | $ | — | $ | 6,285 | |||||||||
Corporate debt securities | 23,342 | — | (16 | ) | 23,326 | ||||||||||||
Subtotal | 29,627 | — | (16 | ) | 29,611 | ||||||||||||
Total | $ | 29,627 | $ | — | $ | (16 | ) | $ | 29,611 | ||||||||
December 31, 2014 | |||||||||||||||||
Adjusted Cost | Unrealized | Unrealized | Fair Value | ||||||||||||||
Gains | Losses | ||||||||||||||||
Level 2: | |||||||||||||||||
Certificates of deposit | $ | 6,278 | $ | — | $ | — | $ | 6,278 | |||||||||
Corporate debt securities | 32,732 | — | (37 | ) | 32,695 | ||||||||||||
Subtotal | 39,010 | — | (37 | ) | 38,973 | ||||||||||||
Total | $ | 39,010 | $ | — | $ | (37 | ) | $ | 38,973 | ||||||||
Business_Combinations_Tables
Business Combinations (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||
Summary of Purchase Price | A summary of the purchase price is as follows (in thousands): | ||||||||||||||||
Cash paid at closing | $ | 81,379 | |||||||||||||||
Cash held in escrow | 6,750 | ||||||||||||||||
Total consideration paid | $ | 88,129 | |||||||||||||||
Summary of Preliminary Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed as of the date of acquisition (in thousands): | ||||||||||||||||
Cash | $ | 54 | |||||||||||||||
Accounts receivable, net | 3,243 | ||||||||||||||||
Prepaid assets | 689 | ||||||||||||||||
Property and equipment | 200 | ||||||||||||||||
Deferred tax assets | 2,513 | ||||||||||||||||
Goodwill | 46,852 | ||||||||||||||||
Intangible assets | 42,600 | ||||||||||||||||
Accounts payable and accrued liabilities | (1,890 | ) | |||||||||||||||
Deferred revenue | (6,132 | ) | |||||||||||||||
Preliminary net assets acquired | $ | 88,129 | |||||||||||||||
Components of Identifiable Intangible Assets and Estimated Useful Lives | The following table sets forth the preliminary components of identifiable intangible assets and their estimated useful lives as of the acquisition date (in thousands): | ||||||||||||||||
Preliminary fair | Useful life | ||||||||||||||||
value | |||||||||||||||||
Customer relationships | $ | 38,000 | 12 years | ||||||||||||||
Developed technology | 3,700 | 5 years | |||||||||||||||
Trade names | 900 | 6 years | |||||||||||||||
Total preliminary intangible assets subject to amortization | $ | 42,600 | |||||||||||||||
Summary of Unaudited Proforma Financial Information | The amounts of revenue and operating income (loss) of HLS included in the Company’s condensed consolidated statement of income from the date of acquisition of March 16, 2015 to the period ending March 31, 2015 are as follows (in thousands): | ||||||||||||||||
Total revenues | $ | 342 | |||||||||||||||
Net loss | $ | (163 | ) | ||||||||||||||
The following unaudited pro forma financial information summarizes the combined results of operations of the Company and HLS, which was significant for purposes of the unaudited pro forma financial information disclosure, as though the companies were combined as of January 1, 2014 (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
Total revenues | $ | 51,609 | $ | 40,251 | |||||||||||||
Net income | $ | 3,944 | $ | 830 | |||||||||||||
Basic earnings per share | $ | 0.14 | $ | 0.03 | |||||||||||||
Diluted earnings per share | $ | 0.14 | $ | 0.03 | |||||||||||||
Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the three months ended March 31, 2015 are as follows (in thousands): | ||||||||||||||||
Workforce | Patient | Provider | Total | ||||||||||||||
Experience | |||||||||||||||||
Balance at January 1, 2015 | $ | 12,336 | $ | 24,154 | $ | 5,424 | $ | 41,914 | |||||||||
Acquisition of HLS | — | — | 46,852 | 46,852 | |||||||||||||
Balance at March 31, 2015 | $ | 12,336 | $ | 24,154 | $ | 52,276 | $ | 88,766 | |||||||||
Business_Segments_Tables
Business Segments (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Segment Reporting [Abstract] | |||||||||
Business Segment Information Based on Net Revenues and Net Income from Operations | The following is the Company’s business segment information as of and for the three months ended March 31, 2015 and 2014 (in thousands). | ||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Revenues, net: | |||||||||
Workforce | $ | 37,594 | $ | 29,965 | |||||
Patient Experience | 7,987 | 7,393 | |||||||
Provider | 1,575 | 992 | |||||||
Total revenues, net | $ | 47,156 | $ | 38,350 | |||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Income from operations: | |||||||||
Workforce | $ | 10,749 | $ | 7,760 | |||||
Patient Experience | 326 | 178 | |||||||
Provider | 136 | 120 | |||||||
Unallocated | (6,421 | ) | (4,760 | ) | |||||
Total income from operations | $ | 4,790 | $ | 3,298 | |||||
Business Segment Information Based on Assets | |||||||||
March 31, 2015 | December 31, 2014 | ||||||||
Segment assets * | |||||||||
Workforce | $ | 82,609 | $ | 81,116 | |||||
Patient Experience | 35,723 | 34,536 | |||||||
Provider | 106,099 | 10,976 | |||||||
Unallocated | 75,011 | 130,634 | |||||||
Total assets | $ | 299,442 | $ | 257,262 | |||||
* | Segment assets include accounts and unbilled receivables, prepaid and other current assets, other assets, capitalized software development, certain property and equipment, and intangible assets. Cash and cash equivalents and marketable securities are not allocated to individual segments, and are included within Unallocated. A significant portion of property and equipment assets are included within Unallocated. |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Income tax provision | $2,077 | $1,395 |
Effective tax rate | 43.30% | 41.70% |
Stock_Based_Compensation_Addit
Stock Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of incentive plans | 2 | |
RSUs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted share units issued | 73,500 | 62,080 |
Weighted average grant date fair value, restricted share unit | $25.59 | $29.15 |
Stock_Based_Compensation_Stock
Stock Based Compensation - Stock Based Compensation Expense Recorded in Condensed Consolidated Statements of Income (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock based compensation expense | $409 | $384 |
Cost of Revenues (Excluding Depreciation and Amortization) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock based compensation expense | 23 | 17 |
Product Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock based compensation expense | 46 | 44 |
Sales and Marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock based compensation expense | 53 | 47 |
Other General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock based compensation expense | $287 | $276 |
Earnings_Per_Share_Additional_
Earnings Per Share - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Total number of common equivalent shares excluded from the calculations of diluted earnings per share | 13,000 | 165,000 |
Earnings_Per_Share_Computation
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Numerator: | ||
Net income | $2,722 | $1,948 |
Denominator: | ||
Weighted-average shares outstanding | 27,703 | 27,453 |
Effect of dilutive shares | 365 | 453 |
Weighted-average diluted shares | 28,068 | 27,906 |
Basic earnings per share | $0.10 | $0.07 |
Diluted earnings per share | $0.10 | $0.07 |
Marketable_Securities_Fair_Val
Marketable Securities - Fair Value of Available for Sale Marketable Securities (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities, Fair Value | $29,611 | $38,973 |
Level 2 [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities, Adjusted Cost | 29,627 | 39,010 |
Available for sale securities, Unrealized Gains | ||
Available for sale securities, Unrealized Losses | -16 | -37 |
Available for sale securities, Fair Value | 29,611 | 38,973 |
Level 2 [Member] | Certificates of Deposit [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities, Adjusted Cost | 6,285 | 6,278 |
Available for sale securities, Unrealized Gains | ||
Available for sale securities, Fair Value | 6,285 | 6,278 |
Level 2 [Member] | Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities, Adjusted Cost | 23,342 | 32,732 |
Available for sale securities, Unrealized Gains | ||
Available for sale securities, Unrealized Losses | -16 | -37 |
Available for sale securities, Fair Value | $23,326 | $32,695 |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 15 Months Ended | 12 Months Ended | 24 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||
Purchase price allocation for goodwill | $88,766,000 | $41,914,000 | $88,766,000 | $41,914,000 | |
HealthLine Systems LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition date of assets | 16-Mar-15 | ||||
Consideration paid for acquisition in cash | 88,129,000 | ||||
Transaction costs associated with the acquisition | 965,000 | 329,000 | 1,300,000 | ||
Preliminary purchase price allocation measurement period | 1 year | ||||
Net tangible assets include deferred revenue book value at acquisition date | 15,300,000 | 15,300,000 | |||
Net tangible assets include deferred revenue estimated fair value | 6,132,000 | 6,132,000 | |||
Write-down of deferred revenue | 9,200,000 | ||||
Estimated indemnification asset | 500,000 | 500,000 | |||
Accrual for contingent consideration | 1,500,000 | 1,500,000 | |||
Purchase price allocation for goodwill | 46,852,000 | 46,852,000 | |||
Purchase price allocation for net tangible assets | 88,129,000 | 88,129,000 | |||
Health Care Compliance Strategies, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition date of assets | 3-Mar-14 | ||||
Consideration paid for acquisition in cash | 12,800,000 | ||||
Transaction costs associated with the acquisition | 365,000 | 150,000 | 515,000 | ||
Net tangible assets include deferred revenue book value at acquisition date | 3,200,000 | 3,200,000 | |||
Net tangible assets include deferred revenue estimated fair value | 1,700,000 | 1,700,000 | |||
Write-down of deferred revenue | 1,500,000 | ||||
Accrual for contingent consideration | 600,000 | 600,000 | |||
Consideration paid for acquisition in shares | 81,614 | ||||
Additional consideration paid for acquisition in cash | 750,000 | 750,000 | |||
Contingent upon achievement of certain financial targets and business outcome, term | 1 year | ||||
Purchase price allocation for goodwill | 6,200,000 | 6,200,000 | |||
Purchase price allocation for identifiable intangible assets | 8,400,000 | 8,400,000 | |||
Purchase price allocation for net tangible assets | 2,600,000 | 2,600,000 | |||
Purchase price allocation for liabilities | 2,700,000 | 2,700,000 | |||
Purchase price allocation for deferred tax assets | $625,000 | $625,000 |
Business_Combinations_Summary_
Business Combinations - Summary of Purchase Price (Detail) (HealthLine Systems LLC [Member], USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Business Acquisition [Line Items] | |
Payments to acquire business gross | $88,129 |
Cash Paid at Closing [Member] | |
Business Acquisition [Line Items] | |
Payments to acquire business gross | 81,379 |
Cash Held in Escrow [Member] | |
Business Acquisition [Line Items] | |
Payments to acquire business gross | $6,750 |
Business_Combinations_Summary_1
Business Combinations - Summary of Preliminary Fair Value of Assets Acquired and Liabilities Assumed (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Business Acquisition [Line Items] | ||
Goodwill | $88,766 | $41,914 |
HealthLine Systems LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 54 | |
Accounts receivable, net | 3,243 | |
Prepaid assets | 689 | |
Property and equipment | 200 | |
Deferred tax assets | 2,513 | |
Goodwill | 46,852 | |
Intangible assets | 42,600 | |
Accounts payable and accrued liabilities | -1,890 | |
Deferred revenue | -6,132 | |
Preliminary net assets acquired | $88,129 |
Business_Combinations_Componen
Business Combinations - Components of Identifiable Intangible Assets and Estimated Useful Lives (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | |
Preliminary intangible assets subject to amortization | $42,600 |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Preliminary intangible assets subject to amortization | 38,000 |
Estimated useful lives | 12 years |
Developed Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Preliminary intangible assets subject to amortization | 3,700 |
Estimated useful lives | 5 years |
Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Preliminary intangible assets subject to amortization | $900 |
Estimated useful lives | 6 years |
Business_Combinations_Summary_2
Business Combinations - Summary of Unaudited Proforma Financial Information (Detail) (HealthLine Systems LLC [Member], USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
HealthLine Systems LLC [Member] | ||
Business Acquisition [Line Items] | ||
Total revenues | $342 | |
Net loss | -163 | |
Total revenues | 51,609 | 40,251 |
Net income | $3,944 | $830 |
Basic earnings per share | $0.14 | $0.03 |
Diluted earnings per share | $0.14 | $0.03 |
Business_Combinations_Changes_
Business Combinations - Changes In Carrying Amount of Goodwill (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Goodwill [Line Items] | ||
Beginning Balance | $41,914 | |
Acquisition of HLS | 46,852 | |
Ending Balance | 88,766 | |
Workforce [Member] | ||
Goodwill [Line Items] | ||
Beginning Balance | 12,336 | |
Ending Balance | 12,336 | 12,336 |
Patient Experience [Member] | ||
Goodwill [Line Items] | ||
Beginning Balance | 24,154 | |
Ending Balance | 24,154 | 24,154 |
Provider [Member] | ||
Goodwill [Line Items] | ||
Beginning Balance | 5,424 | |
Acquisition of HLS | 46,852 | |
Ending Balance | $52,276 |
Business_Segments_Business_Seg
Business Segments - Business Segment Information Based on Net Revenues and Net Income from Operations (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues, net | ||
Revenues, net | $47,156 | $38,350 |
Income from operations | ||
Income from operations | 4,790 | 3,298 |
Operating Segments [Member] | Workforce [Member] | ||
Revenues, net | ||
Revenues, net | 37,594 | 29,965 |
Income from operations | ||
Income from operations | 10,749 | 7,760 |
Operating Segments [Member] | Patient Experience [Member] | ||
Revenues, net | ||
Revenues, net | 7,987 | 7,393 |
Income from operations | ||
Income from operations | 326 | 178 |
Operating Segments [Member] | Provider [Member] | ||
Revenues, net | ||
Revenues, net | 1,575 | 992 |
Income from operations | ||
Income from operations | 136 | 120 |
Unallocated [Member] | ||
Income from operations | ||
Income from operations | ($6,421) | ($4,760) |
Business_Segments_Business_Seg1
Business Segments - Business Segment Information Based on Assets (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Segment Reporting Information [Line Items] | ||
Total assets | $299,442 | $257,262 |
Operating Segments [Member] | Workforce [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 82,609 | 81,116 |
Operating Segments [Member] | Patient Experience [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 35,723 | 34,536 |
Operating Segments [Member] | Provider [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 106,099 | 10,976 |
Unallocated [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | $75,011 | $130,634 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Line of Credit Facility [Line Items] | |
Description of the Line of credit facility Covenant | A funded debt leverage ratio (consolidated debt/consolidated EBITDA) of not greater than 3.0 to 1.0 and an interest coverage ratio (consolidated EBITDA/consolidated interest expense) of not less than 3.0 to 1.0. |
Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Commitment fee paid per annum | 30.00% |
Minimum [Member] | |
Line of Credit Facility [Line Items] | |
Commitment fee paid per annum | 20.00% |
Revolving Credit Facility [Member] | |
Line of Credit Facility [Line Items] | |
Aggregate principal amount of loan agreement | 50,000,000 |
Maturity date of Loan agreement | 24-Nov-17 |
Maximum borrowing capacity under credit facility | 50,000,000 |
Increase in revolving credit facility | 25,000,000 |
Line of Credit Facility, Interest Rate During Period | 1.67% |
Interest rate under credit facility | The borrowings under the Revolving Credit Facility bear interest at either (1) a rate per annum equal to the highest of SunTrustbs prime rate or 0.5% in excess of the Federal Funds Rate or 1.0% in excess of one-month LIBOR (the bBase Rateb), plus an applicable margin, or (2) the one, two, three, or six-month per annum LIBOR for deposits in the applicable currency (the bEurocurrency Rateb), as selected by the Company, plus an applicable margin. The applicable margin for Eurocurrency Rate loans depends on the Companybs funded debt leverage ratio and varies from 1.50% to 2.00%. The applicable margin for Base Rate loans depends on the Companybs funded debt leverage ratio and varies from 0.50% to 1.50% |
Principal payments prior to maturity | 0 |
Balances outstanding on the revolving credit facility | 28,000,000 |
Revolving Credit Facility [Member] | Swingline Sub Facility [Member] | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity under credit facility | 5,000,000 |
Revolving Credit Facility [Member] | Letter of Credit Subfacility [Member] | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity under credit facility | 5,000,000 |
Revolving Credit Facility [Member] | Federal Funds Effective Swap Rate [Member] | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Interest Rate During Period | 0.50% |
Revolving Credit Facility [Member] | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Interest Rate During Period | 1.00% |
Revolving Credit Facility [Member] | Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Maximum total leverage ratio | 300.00% |
Interest coverage ratio | 300.00% |
Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Applicable margin for loans | 1.50% |
Revolving Credit Facility [Member] | Maximum [Member] | Eurodollar [Member] | |
Line of Credit Facility [Line Items] | |
Applicable margin for loans | 2.00% |
Revolving Credit Facility [Member] | Minimum [Member] | |
Line of Credit Facility [Line Items] | |
Maximum total leverage ratio | 100.00% |
Interest coverage ratio | 100.00% |
Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | |
Line of Credit Facility [Line Items] | |
Applicable margin for loans | 0.50% |
Revolving Credit Facility [Member] | Minimum [Member] | Eurodollar [Member] | |
Line of Credit Facility [Line Items] | |
Applicable margin for loans | 1.50% |