Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 22, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | HSTM | ||
Entity Registrant Name | HEALTHSTREAM INC | ||
Entity Central Index Key | 1,095,565 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 32,040,067 | ||
Entity Public Float | $ 670.9 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 84,768 | $ 49,634 |
Marketable securities | 46,350 | 53,540 |
Accounts receivable, net of allowance for doubtful accounts of $2,205 and $863 at December 31, 2017 and 2016, respectively | 40,849 | 44,805 |
Accounts receivable -unbilled | 2,602 | 2,581 |
Prepaid royalties, net of amortization | 16,174 | 18,183 |
Other prepaid expenses and other current assets | 8,985 | 8,694 |
Total current assets | 199,728 | 177,437 |
Non-current assets: | ||
Property and equipment, net of accumulated depreciation of $25,862 and $20,527 at December 31, 2017 and December 31, 2016, respectively | 8,992 | 10,245 |
Capitalized software development, net of accumulated amortization of $41,884 and $31,787 at December 31, 2017 and 2016, respectively | 18,697 | 16,310 |
Goodwill | 110,298 | 109,765 |
Intangible assets, net | 68,816 | 78,364 |
Non-marketable equity investments | 3,772 | 3,276 |
Other assets | 771 | 603 |
Total assets | 411,074 | 396,000 |
Current liabilities: | ||
Accounts payable | 4,836 | 3,127 |
Accrued royalties | 12,877 | 13,161 |
Accrued liabilities | 11,062 | 8,146 |
Accrued compensation and related expenses | 3,337 | 1,994 |
Deferred revenue | 68,954 | 68,542 |
Total current liabilities | 101,066 | 94,970 |
Deferred tax liabilities | 1,926 | 5,968 |
Deferred revenue, noncurrent | 6,302 | 7,859 |
Other long term liabilities | 1,610 | 1,095 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common stock, no par value, 75,000 shares authorized; 31,908 and 31,748 shares issued and outstanding at December 31, 2017 and 2016, respectively | 282,666 | 280,813 |
Retained earnings | 17,542 | 5,346 |
Accumulated other comprehensive loss | (38) | (51) |
Total shareholders' equity | 300,170 | 286,108 |
Total liabilities and shareholders' equity | 411,074 | 396,000 |
Customer-Related Intangible Assets [Member] | ||
Non-current assets: | ||
Intangible assets, net | 59,958 | 66,446 |
Other Intangible Assets [Member] | ||
Non-current assets: | ||
Intangible assets, net | $ 8,858 | $ 11,918 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Allowance for doubtful accounts, net | $ 2,205 | $ 863 |
Accumulated depreciation on property and equipment | 25,862 | 20,527 |
Accumulated amortization on capitalized software development | 41,884 | 31,787 |
Accumulated amortization on intangible assets | $ 25,993 | $ 16,445 |
Common stock, no par value | ||
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 31,908,000 | 31,748,000 |
Common stock, shares outstanding | 31,908,000 | 31,748,000 |
Customer-Related Intangible Assets [Member] | ||
Accumulated amortization on intangible assets | $ 18,027 | $ 11,539 |
Other Intangible Assets [Member] | ||
Accumulated amortization on intangible assets | $ 7,966 | $ 4,906 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Revenues, net | $ 247,662 | $ 225,974 | $ 209,002 |
Operating costs and expenses: | |||
Cost of revenues (excluding depreciation and amortization) | 106,000 | 96,634 | 89,386 |
Product development | 27,899 | 28,897 | 24,214 |
Sales and marketing | 42,915 | 39,004 | 35,589 |
Other general and administrative expenses | 34,765 | 33,665 | 29,259 |
Depreciation and amortization | 26,283 | 22,207 | 16,997 |
Total operating costs and expenses | 237,862 | 220,407 | 195,445 |
Operating income | 9,800 | 5,567 | 13,557 |
Other income, net | 733 | 581 | 162 |
Income before income tax provision | 10,533 | 6,148 | 13,719 |
Income tax provision | 529 | 2,393 | 5,098 |
Net income | $ 10,004 | $ 3,755 | $ 8,621 |
Net income per share: | |||
Basic | $ 0.31 | $ 0.12 | $ 0.29 |
Diluted | $ 0.31 | $ 0.12 | $ 0.28 |
Weighted average shares of common stock outstanding: | |||
Basic | 31,861 | 31,721 | 30,057 |
Diluted | 32,196 | 32,068 | 30,436 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 10,004 | $ 3,755 | $ 8,621 |
Other comprehensive income, net of taxes: | |||
Unrealized gain (loss) on marketable securities | 13 | 19 | (33) |
Total other comprehensive income (loss) | 13 | 19 | (33) |
Comprehensive income | $ 10,017 | $ 3,774 | $ 8,588 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning balance at Dec. 31, 2014 | $ 167,859 | $ 174,926 | $ (7,030) | $ (37) |
Beginning balance, shares at Dec. 31, 2014 | 27,677 | |||
Net income | 8,621 | 8,621 | ||
Comprehensive income (loss) | (33) | (33) | ||
Issuance of common stock | 98,014 | $ 98,014 | ||
Issuance of common stock, shares | 3,870 | |||
Stock donated to Company | 0 | $ 0 | 0 | 0 |
Stock donated to Company, shares | (54) | |||
Stock based compensation | 3,280 | $ 3,280 | ||
Tax benefits from equity awards | 3,008 | 3,008 | ||
Common stock issued under stock plans, net of shares withheld for employee taxes | (429) | $ (429) | ||
Common stock issued under stock plans, net of shares withheld for employee taxes, shares | 154 | |||
Ending balance at Dec. 31, 2015 | 280,320 | $ 278,799 | 1,591 | (70) |
Ending balance, shares at Dec. 31, 2015 | 31,647 | |||
Net income | 3,755 | $ 3,755 | ||
Comprehensive income (loss) | 19 | $ 19 | ||
Stock based compensation | $ 1,968 | $ 1,968 | ||
Stock based compensation , shares | 0 | 0 | 0 | 0 |
Tax benefits from equity awards | $ 217 | $ 217 | ||
Common stock issued under stock plans, net of shares withheld for employee taxes | (171) | $ (171) | ||
Common stock issued under stock plans, net of shares withheld for employee taxes, shares | 101 | |||
Ending balance at Dec. 31, 2016 | $ 286,108 | $ 280,813 | $ 5,346 | $ (51) |
Ending balance, shares at Dec. 31, 2016 | 31,748 | 31,748 | ||
Cumulative effect of accounting change | $ 2,192 | 2,192 | ||
Net income | 10,004 | 10,004 | ||
Comprehensive income (loss) | 13 | 13 | ||
Stock based compensation | 1,852 | $ 1,852 | ||
Common stock issued under stock plans, net of shares withheld for employee taxes | 1 | $ 1 | ||
Common stock issued under stock plans, net of shares withheld for employee taxes, shares | 160 | |||
Ending balance at Dec. 31, 2017 | $ 300,170 | $ 282,666 | $ 17,542 | $ (38) |
Ending balance, shares at Dec. 31, 2017 | 31,908 | 31,908 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
OPERATING ACTIVITIES: | |||
Net income | $ 10,004 | $ 3,755 | $ 8,621 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 26,283 | 22,207 | 16,997 |
Deferred income taxes | (2,045) | 1,786 | 392 |
Share based compensation expense | 1,852 | 1,968 | 3,280 |
Excess tax benefits from equity awards | (217) | (3,008) | |
Provision for doubtful accounts | 1,813 | 640 | 284 |
Loss (gain) on non-marketable equity investments | 5 | (121) | 117 |
Gain on sale of long-lived assets | (72) | ||
Loss on disposal of fixed assets | 97 | ||
Other | 408 | 1,026 | 1,401 |
Changes in assets and liabilities, net of business combinations: | |||
Accounts and unbilled receivables | 1,125 | (6,079) | (736) |
Prepaid royalties | 2,008 | (4,008) | (1,006) |
Other prepaid expenses and other current assets | (225) | (1,462) | (1,372) |
Other assets | (168) | 305 | 1,110 |
Accounts payable | 2,284 | (1,319) | (137) |
Accrued royalties | (29) | 3,691 | (202) |
Accrued liabilities, accrued compensation and related expenses, and other long-term liabilities | 4,106 | (884) | 3,075 |
Deferred revenue | (806) | 2,946 | 6,173 |
Net cash provided by operating activities | 46,712 | 24,234 | 34,917 |
INVESTING ACTIVITIES: | |||
Business combinations, net of cash acquired | (55,255) | (88,075) | |
Proceeds from maturities of marketable securities | 90,073 | 119,395 | 54,799 |
Purchases of marketable securities | (83,279) | (106,965) | (84,228) |
Payments to acquire equity method investments | (1,000) | ||
Payments to acquire cost method investments | (500) | (1,000) | |
Proceeds for sale of long-lived assets | 975 | ||
Payments associated with capitalized software development | (11,856) | (9,721) | (7,265) |
Purchases of property and equipment | (6,017) | (5,085) | (8,094) |
Net cash used in investing activities | (11,579) | (56,656) | (134,863) |
FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock | 98,014 | ||
Proceeds from exercise of stock options | 413 | 145 | 328 |
Proceeds from borrowings under revolving line of credit facility | 28,000 | ||
Repayments under revolving line of credit facility | (28,000) | ||
Taxes paid related to net settlement of equity awards | (412) | (316) | (756) |
Excess tax benefits from equity awards | 217 | 3,008 | |
Payment of earn-outs related to business combinations | (633) | ||
Net cash provided by financing activities | 1 | 46 | 99,961 |
Net increase (decrease) in cash and cash equivalents | 35,134 | (32,376) | 15 |
Cash and cash equivalents at beginning of year | 49,634 | 82,010 | 81,995 |
Cash and cash equivalents at end of year | 84,768 | 49,634 | 82,010 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Interest paid | 101 | 76 | 190 |
Income taxes paid | $ 638 | $ 2,496 | 2,648 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Receivable from sale of long-lived assets | $ 975 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reporting Entity and Segments HealthStream, Inc. (the “Company”) was incorporated in 1990 as a Tennessee corporation and is headquartered in Nashville, Tennessee. As of December 31, 2017, the Company operated in three segments: HealthStream Workforce Solutions, HealthStream Patient Experience Solutions, and HealthStream Provider Solutions. Workforce Solutions products consist of software-as-a-service Recently Adopted Accounting Standards The Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-09, In January 2017, the FASB issued ASU 2017-04, 2017-04 Recognition of Revenue Revenues are derived from providing services through our SaaS-based workforce development platform products, courseware subscriptions, provision of survey and research services, sales of software licensing arrangements, software maintenance and support, professional services, custom courseware development, and other education and training services. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, prices are fixed or determinable, services and products are provided to the customer and collectability is probable or reasonably assured. Revenue recognized from software and other arrangements is allocated to each element of the arrangement based on the relative fair values of the elements. While elements include software products and post contract customer support, the fair value of each element is based on vendor specific objective evidence (“VSOE”). For installed software products, if fair value cannot be determined for each undelivered element of the arrangement, all revenue from the arrangement is deferred until fair value can be determined or until all elements of the arrangement are delivered and customer acceptance has occurred. Sales of the Company’s SaaS-based workforce development platform products include customer support, implementation services, and training; therefore all revenues are deferred until the SaaS-based product is implemented, at which time revenues are recognized ratably over the subscription service period. In the event that circumstances occur which give rise to uncertainty regarding the collectibility of contracted amounts, revenue recognition is suspended until such uncertainty is resolved. Fees for these services are billed on either a monthly, quarterly, or annual basis. Revenues derived from the delivery of services through the Company’s SaaS-based workforce development platform products and courseware subscriptions are recognized ratably over the term of the subscription service agreement or over the historical usage period, if usage typically differs from the subscription period. Training revenues are generally recognized upon the completion of training. Revenues derived from the license of installed software products are recognized using the residual method upon delivery of the software, when VSOE of fair value for the undelivered elements within the contract can be established. If the Company cannot objectively determine the fair value of each undelivered element based on the VSOE of fair value, the Company defers revenue recognition until all elements are delivered, all services have been performed, or until fair value can be objectively determined. Software support and maintenance revenues are recognized ratably over the term of the related agreement. Revenues recognized from the Company’s survey and research services are determined using both the proportional performance method and the completed contract method. Revenues are generally earned over the estimated survey cycle, which typically ranges from less than one month to up to five months. The survey cycle is generally initiated based on the receipt of the first survey response and runs through provision of related survey reports to the customer. If survey results are not available to the customer during the survey fielding cycle, revenues are recognized at time of report delivery. Revenues for coaching and consulting engagements are recognized using the proportional performance method over the term of the underlying contract. Fees for survey services are billed upon initiation of the survey cycle, with progress billings made throughout the survey cycle. Fees for coaching and consulting engagements are billed upon initiation of the engagement with progress billings throughout the term of the contract. Revenues from professional services and courseware development services are recognized upon the completion of performance milestones and deliverables using the proportional performance method. All other revenues are recognized as the related services are performed or products are delivered. Fees for these services are generally billed at project initiation and upon completion of various milestones. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned Use of Estimates The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. These accounting principles require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and such differences could be material to the consolidated financial statements. Cash Equivalents The Company considers cash equivalents to be unrestricted, highly liquid investments with initial maturities of less than three months. Marketable Securities Marketable securities are classified as available for sale and are stated at fair market value, with the unrealized gains and losses, net of tax, reported in other accumulated comprehensive income (loss) on the accompanying consolidated balance sheets. Realized gains and losses and declines in market value judged to be other than temporary on investments in marketable securities are included in interest and other income on the accompanying consolidated statements of income. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available for sale are included in other income (expense) on the accompanying consolidated statements of income. Premiums and discounts are amortized over the life of the related available for sale security as an adjustment to the yield using the effective interest method. Accounts Receivable-Unbilled Accounts receivable-unbilled Deferred Revenue Deferred revenue represents amounts that have been billed or collected in advance of revenue recognition. The Company typically invoices customers in quarterly, bi-annual, Prepaid Royalties Prepaid royalties represents advance payments associated with the sale of third party products, such as courseware subscriptions. Royalties are typically paid in advance at the commencement of the revenue cycle or periodically throughout the revenue cycle, such as quarterly, bi-annual, Allowance for Doubtful Accounts The Company estimates its allowance for doubtful accounts using a specific identification method in which management considers the facts and circumstances surrounding each potentially uncollectible receivable. An allowance is also maintained for accounts that are not specifically identified that may become uncollectible in the future. Uncollectible receivables are written-off Changes in the allowance for doubtful accounts and the amounts charged to bad debt expense for the years ended December 31 were as follows (in thousands): Allowance Balance at Beginning of Period Charged to Costs and Expenses Write-offs Allowance Balance at End of Period 2017 $ 863 $ 1,813 $ (471 ) $ 2,205 2016 $ 303 $ 640 $ (80 ) $ 863 2015 $ 331 $ 284 $ (312 ) $ 303 Capitalized Software Development Capitalized software development is stated on the basis of cost and is presented net of accumulated amortization. The Company capitalizes costs incurred during the software development phase for projects when such costs are material. These assets are generally amortized using the straight-line method over three years. The Company capitalized approximately $12.5 million and $10.0 million during 2017 and 2016, respectively. Amortization of capitalized software development was approximately $10.1 million, $7.7 million, and $6.2 million during 2017, 2016, and 2015, respectively. Maintenance and operating costs are expensed as incurred. As of December 31, 2017 and 2016, there were no capitalized software development costs for external computer software developed for resale. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used in measuring fair value. There are three levels to the fair value hierarchy based on the reliability of inputs, as follows: Level 1 Level 2 Level 3 The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period. This determination requires significant judgments to be made by the Company. At December 31, 2017 and 2016, our assets measured at fair value on a recurring basis consisted of marketable securities, which are classified as available for sale (see Note 4 – Marketable Securities). The Company did not have any financial liabilities that were subject to fair value measurements as of such dates. Property and Equipment Property and equipment are stated on the basis of cost. Depreciation and amortization are provided on the straight-line Years Furniture and fixtures 5 Equipment 3 Goodwill and Intangible Assets Goodwill represents the excess of purchase price in a business combination over the fair value of the net identifiable assets acquired. The carrying amount of our goodwill is evaluated for impairment at least annually during the fourth quarter and whenever events or changes in facts or circumstances indicate that impairment may exist. In accordance with ASC 350, Intangibles – Goodwill and Other As of December 31, 2017, intangible assets include customer relationships, internally-developed technology and patents, non-competition Long-Lived Long-lived assets to be held for use are reviewed for events or changes in facts and circumstances, both internally and externally, which may indicate that an impairment of long-lived long-lived Non-Marketable Non-marketable Financial Instruments The Company has various financial instruments, including cash and cash equivalents, accounts receivable, accounts receivable-unbilled, accounts payable, accrued liabilities, and deferred revenue. The carrying amounts of these financial instruments approximate fair value because of the short term maturity or short term nature of such instruments. The Company also has marketable securities, which are recorded at approximate fair value based on quoted market prices or alternative pricing sources (see Note 4 – Marketable Securities). Advertising The Company expenses the costs of advertising as incurred. Advertising expense for the years ended December 31, 2017, 2016, and 2015 was approximately $1.0 million, $1.0 million, and $1.1 million, respectively. Shipping and Handling Costs Shipping and handling costs that are associated with our products and services are included in cost of revenues. 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. Management evaluates all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed. Future realization of the tax benefit of an existing deductible temporary difference or carryforward ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryback or carryforward period available under the tax law. There are four possible sources of taxable income that may be available under the tax law to realize a tax benefit for deductible temporary differences and carryforwards: 1) future reversals of existing taxable temporary differences, 2) future taxable income exclusive of reversing temporary differences and carryforwards, 3) taxable income in prior carryback year(s) if carryback is permitted under the tax law, and 4) tax-planning The Company accounts for income tax uncertainties using a more-likely-than-not more-likely-than-not 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 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. Common equivalent shares that have an anti-dilutive effect on diluted net income per share have been excluded from the calculation of diluted weighted average shares outstanding for the years ended December 31, 2017, 2016, and 2015. Concentrations of Credit Risk and Significant Customers The Company’s credit risks relate primarily to cash and cash equivalents, marketable securities and accounts receivable. The Company places its temporary excess cash investments in high quality, short-term The Company sells its products and services to various companies in the healthcare industry that are located in the United States. Credit evaluations of our customers’ financial condition are performed on an ongoing basis, which generally require no collateral from customers. An allowance for doubtful accounts is maintained for potentially uncollectible accounts receivable. The Company did not have any single customer representing over 10% of net revenues or accounts receivable during 2017, 2016, or 2015. Stock Based Compensation As of December 31, 2017, the Company maintains three stock based compensation plans under which awards are outstanding, as described in Note 11. The Company accounts for stock based compensation using the fair-value based method for costs related to share-based payments, including stock options and restricted share units. The Company uses the Black Scholes option pricing model for calculating the fair value of option awards issued under its stock based compensation plan. The Company measures compensation cost of restricted share units based on the closing fair market value of the Company’s stock on the date of grant. Stock based compensation cost is measured at the grant date, based on the fair value of the award that is ultimately expected to vest, and is recognized as an expense over the requisite service period. The Company recognizes tax benefits from stock based compensation if an excess tax benefit is realized. Excess tax benefits are reflected in the statement of income as a component of the provision for income taxes when realized. Newly Issued Accounting Standards In May 2014, the FASB issued ASU 2014-09, The most significant impact of the standard relates to capitalizing costs to acquire contracts, which have historically been expensed as incurred. As of December 31, 2017, the Company’s sales commission plans have included multiple payments, including initial payments in the period a customer contract is obtained and deferred payments either 15 or 27 months after the initial payment. Under the standard, only the initial payment is subject to capitalization as the deferred payments require a substantive performance condition of the employee. These initial commission payments will be capitalized in the period a customer contract is obtained and will be amortized consistent with the transfer of the goods or services to the customer over the expected period of benefit. The expected period of benefit is the contract term, except when the commission payment is expected to provide economic benefit to the Company for a period longer than the contract term, such as for new customer or incremental sales where renewals are expected and renewal commissions are not commensurate with initial commissions. Such commissions will be amortized over the greater of contract term or technological obsolescence period when the underlying contracted products are technology-based, such as for the SaaS-based platforms, or the expected customer relationship period when the underlying contracted products are not technology-based, such as for patient experience survey products. Additionally, the standard impacts several of the Company’s revenue streams. The primary streams affected are professional services and patient experience surveys. For professional services, the identification of performance obligations and the related timing of revenue recognition is changing such that revenues will be recognized earlier, during the period of service delivery, rather than over the related product’s contractual term. For patient experience surveys, revenues will correlate to survey delivery, which approximates ratable recognition over the contractual term, rather than the current method of spreading quarterly revenue over the five-month life cycle of the patient experience survey cycle. The Company will finalize its calculation of the financial impact of the adoption of this accounting standard on its future consolidated financial statements in the first quarter of 2018. The Company anticipates adjustments to retained earnings of no more than $10 million and $16 million, net of related tax effects, upon adoption for revenue recognition and sales commissions, respectively. In January 2016, the FASB issued ASU 2016-01, 825-10), In February 2016, the FASB issued ASU 2016-02, (Topic 842), |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Shareholders' Equity | 2. SHAREHOLDERS’ EQUITY Common Stock The Company is authorized to issue up to 75 million shares of common stock. The number of common shares issued and outstanding as of December 31, 2017 and 2016 was approximately 31.9 million and 31.7 million, respectively. Preferred Stock The Company is authorized to issue up to 10 million shares of preferred stock in one or more series, having the relative voting powers, designations, preferences, rights and qualifications, limitations or restrictions, and other terms as the Board of Directors may fix in providing for the issuance of such series, without any vote or action of the shareholders. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 3. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share for the three years ended December 31, 2017 (in thousands, except per share amounts): 2017 2016 2015 Numerator: Net income $ 10,004 $ 3,755 $ 8,621 Denominator: Weighted-average shares outstanding 31,861 31,721 30,057 Effect of dilutive shares 335 347 379 Weighted-average diluted shares 32,196 32,068 30,436 Basic earnings per share $ 0.31 $ 0.12 $ 0.29 Diluted earnings per share $ 0.31 $ 0.12 $ 0.28 Potentially dilutive shares representing approximately 58,000, 38,000, and 16,000 shares of common stock for the years ended December 31, 2017, 2016, and 2015, respectively, were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | 4. MARKETABLE SECURITIES At December 31, 2017 and 2016, the fair value of marketable securities, which were all classified as available for sale, included the following (in thousands): December 31, 2017 Adjusted Cost Unrealized Unrealized Fair Value Level 2: Corporate debt securities $ 41,900 $ 1 $ (39) $ 41,862 Government-sponsored enterprise debt securities 4,488 1 (1) 4,488 Total $ 46,388 $ 2 $ (40) $ 46,350 December 31, 2016 Adjusted Cost Unrealized Unrealized Fair Value Level 2: Corporate debt securities $ 44,486 $ - $ (50) $ 44,436 Government-sponsored enterprise debt securities 9,105 1 (2) 9,104 Total $ 53,591 $ 1 $ (52) $ 53,540 The carrying amounts of the marketable securities reported in the consolidated balance sheets approximate fair value based on quoted market prices or alternative pricing sources and models utilizing market observable inputs. As of December 31, 2017, the Company does not consider any of its marketable securities to be other than temporarily impaired. During the years ended December 31, 2017 and 2016, 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 | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | 5. BUSINESS COMBINATIONS Morrisey Associates, Inc. On August 8, 2016, Echo, Inc. (“Echo”), a wholly owned subsidiary of the Company, acquired all of the outstanding stock of Morrisey Associates, Inc. (“MAI”), a Chicago, Illinois based company that provides credentialing and privileging software to healthcare organizations. The acquisition of MAI allows the Company to expand its credentialing and privileging product offerings and solutions to healthcare organizations. The consideration paid for MAI consisted of approximately $48.0 million in cash, which the Company funded with cash on hand, and was not subject to any post-closing working capital or similar adjustment. The Company incurred approximately $953,000 in transaction costs, all of which were incurred during the year ended December 31, 2016. The transaction costs were recorded in other general and administrative expenses in the consolidated statements of income. The results of operations for MAI have been included in the Company’s 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 $ 44,120 Cash held in escrow 3,880 Total consideration paid $ 48,000 The following table summarizes the fair value of the assets acquired and liabilities assumed as of the date of acquisition (in thousands): Accounts receivable, net $ 2,406 Prepaid royalties and other prepaid assets 187 Property and equipment 75 Deferred tax assets 1,377 Goodwill 21,000 Intangible assets 27,400 Accounts payable and accrued liabilities (776) Deferred revenue (3,669) Net assets acquired $ 48,000 The excess purchase price over the fair values of net tangible and intangible assets was recorded as goodwill. The fair values of tangible and identifiable intangible assets, deferred revenue, and other liabilities assumed were based on management’s estimates and assumptions. The goodwill balance was primarily attributed to the assembled workforce, additional market opportunities from offering MAI’s products, and expected synergies from integrating MAI with other products or other combined functional areas within the Company. During the three months ended September 30, 2017, the Company determined that a portion of the acquired accounts receivable required an adjustment to net realizable value and a portion of the assumed liabilities would not be satisfied and therefore recorded a measurement period adjustment, which on a net basis, increased goodwill by approximately $533,000. The measurement period adjustment has no effect on current period or prior period earnings. The goodwill balance, including the measurement period adjustment, 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 $8.3 million to an estimated fair value of $3.7 million. The $4.6 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 components of identifiable intangible assets and their estimated useful lives as of the acquisition date (in thousands): Fair value Useful life Customer relationships $ 21,400 13 years Developed technology 5,400 5 years Trade name 600 6 years Total intangible assets subject to amortization $ 27,400 The amounts of revenue and operating loss of MAI included in the Company’s consolidated statement of income from the date of acquisition of August 8, 2016 to the period ending December 31, 2016 are as follows (in thousands): Total revenues $ 2,581 Operating loss $ (2,358) The following unaudited pro forma financial information summarizes the combined results of operations of the Company and MAI, which was significant for purposes of the unaudited pro forma financial information disclosure, as though the companies were combined as of January 1, 2016 (in thousands, except per share data): Year Ended December 31, 2017 2016 Total revenues $ 248,942 $ 236,205 Net income $ 10,958 $ 6,610 Basic earnings per share $ 0.34 $ 0.21 Diluted earnings per share $ 0.34 $ 0.21 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, and fair value adjustments of acquired deferred revenue balances. 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 the transaction 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 years ended December 31, 2017 and 2016 combines the historical results of the Company and MAI for the years ended December 31, 2017 and 2016 and the pro forma adjustments listed above. 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 enabled 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 $90.5 million in cash (taking into account an estimated closing working capital adjustment and the payment of an incremental tax indemnification claim by the Company as noted below). The Company incurred approximately $1.3 million in transaction costs associated with the acquisition, of which $965,000 were incurred during the year ended December 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 consolidated statements of income for such periods. The results of operations for HLS have been included in the Company’s 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 $ 89,850 Cash held in escrow 679 Total consideration paid $ 90,529 The following table summarizes the fair value of the assets acquired and liabilities assumed as of the date of acquisition (in thousands): Cash $ 54 Accounts receivable, net 3,052 Prepaid assets 546 Property and equipment 200 Deferred tax assets 2,523 Goodwill 43,798 Intangible assets 47,200 Accounts payable and accrued liabilities (1,085) Deferred revenue (5,979) Net assets acquired $ 90,309 The total consideration paid does not equal the fair value of assets acquired and liabilities assumed due to the post measurement period adjustment discussed below. The excess of purchase price over the fair values of net tangible and intangible assets has been recorded as goodwill. The fair values of tangible and identifiable intangible assets, deferred tax assets, deferred revenue, and other liabilities are based on management’s estimates and assumptions. Included in the assets and liabilities assumed is an estimated indemnification asset of $300,000 and a contingent liability of $700,000, both of which are associated with tax liabilities. The contingent liability is measured based on management’s estimate of a range of probable outcomes. 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. During the three months ended March 31, 2016, the Company received notice of an indemnification claim from the former owners of HLS pursuant to the terms of the membership interest purchase agreement. The terms of such agreement require the Company to indemnify such owners for incremental taxes incurred as the result of the structure of the acquisition, which had favorable tax aspects to the Company. The Company recorded a measurement period adjustment in relation to the claim that increased goodwill by approximately $2.2 million during the three months ended March 31, 2016. The additional goodwill is deductible for U.S. income tax purposes. The goodwill balance excluding such measurement period adjustment is also deductible for U.S. income tax purposes. During the three months ended September 30, 2016, the Company agreed to settle this indemnification claim for approximately $2.4 million in respect of such tax indemnification provision in the membership interest purchase agreement, a difference of approximately $200,000 from the $2.2 million measurement period adjustment. The Company surpassed the one year measurement period as of the period ended March 31, 2016; accordingly, in accordance with requisite accounting guidance, the $200,000 difference has been reflected as a charge against net income for the year ended December 31, 2016. The net tangible assets include deferred revenue, which was adjusted down from a book value at the acquisition date of $15.0 million to an estimated fair value of $6.0 million. The $9.0 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 components of identifiable intangible assets and their estimated useful lives as of the acquisition date (in thousands): Fair value Useful life Customer relationships $ 42,600 13 years Developed technology 3,700 5 years Trade names 900 6 years Total intangible assets subject to amortization $ 47,200 The amounts of revenue and operating loss of HLS included in the Company’s consolidated statement of income from the date of acquisition of March 16, 2015 to the period ending December 31, 2015 are as follows (in thousands): Total revenues $ 8,543 Operating loss $ (2,541 ) 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, 2015 (in thousands, except per share data): Year Ended December 31, 2016 2015 Total revenues $ 227,834 $ 219,108 Net income $ 4,924 $ 13,551 Basic earnings per share $ 0.16 $ 0.45 Diluted earnings per share $ 0.15 $ 0.44 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 the transaction 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 years ended December 31, 2016 and 2015 combines the historical results of the Company and HLS for the years ended December 31, 2016 and 2015 and the pro forma adjustments listed above. Other Business Combinations On June 30, 2016, the Company acquired all of the stock of Performance Management Services, Inc. (“PMSI”), a Company based in Tustin, California focused on competency-based performance development for nurses, for $4.0 million in cash and up to an additional $500,000 of contingent consideration. The acquisition, including associated transaction costs, is not considered material to the Company’s financial statements. The Company accounted for the acquisition as a business combination and has allocated the purchase consideration based on management’s estimates of fair value. The results of operations for PMSI are included in the Company’s consolidated financial statements from the date of acquisition and are included in the HealthStream Workforce Solutions segment. On July 25, 2016, the Company purchased all of the outstanding stock of Nursing Registry Consultants Corporation (“Nurse Competency”) not previously held by the Company for approximately $1.0 million in cash and up to an additional $75,000 in contingent consideration. Nurse Competency provides SaaS-based clinical assessment and testing products to the healthcare industry. The Company previously held a 32% minority equity interest in Nurse Competency and had accounted for such interest as an equity method investment. The fair value of the minority equity interest as of the July 25, 2016 acquisition date was approximately $484,000 and was determined in accordance with the fair value of the controlling interest acquired with consideration given to acquisition premiums, where applicable. The Company recorded a gain of approximately $225,000 to account for the difference between the noted acquisition date fair value of the minority equity interest and the carrying value as of such date. The gain is included in other income (expense), net in the consolidated statement of income for the year ended December 31, 2016. The Company accounted for the acquisition as a business combination and has allocated the purchase consideration based on management’s estimates of fair value. The results of operations for Nurse Competency are included in the Company’s consolidated financial statements from the date of acquisition and are included in the HealthStream Workforce Solutions segment. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2017 2016 Equipment $ 25,396 $ 20,885 Leasehold improvements 5,291 5,025 Furniture and fixtures 4,167 4,862 Gross property and equipment 34,854 30,772 Accumulated depreciation and amortization (25,862) (20,527) Property and equipment, net $ 8,992 $ 10,245 Depreciation of property and equipment totaled approximately $6.6 million, $6.8 million, and $5.3 million for the years ended December 31, 2017, 2016, and 2015, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 7. GOODWILL The changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 are as follows (in thousands): Workforce Patient Experience Provider Total Balance at January 1, 2017 $ 16,381 $ 24,154 $ 69,230 $ 109,765 Acquisition of Morrisey Associates, Inc. - - 533 533 Balance at December 31, 2017 $ 16,381 $ 24,154 $ 69,763 $ 110,298 Workforce Patient Experience Provider Total Balance at January 1, 2016 $ 12,336 $ 24,154 $ 46,583 $ 83,073 Acquisition of HealthLine Systems, LLC. - - 2,180 2,180 Acquisition of Morrisey Associates, Inc. - - 20,467 20,467 Other business combinations 4,045 - - 4,045 Balance at December 31, 2016 $ 16,381 $ 24,154 $ 69,230 $ 109,765 During the three months ended September 30, 2017, the Company recorded approximately $533,000 of additional goodwill in relation to the August 2016 acquisition of Morrisey Associates, Inc. Such amount relates to the measurement period adjustment previously mentioned in Note 5 under the caption “ Morrisey Associates, Inc. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. INTANGIBLE ASSETS Intangible assets other than goodwill are considered to have finite useful lives. Customer-related intangibles include customer relationships and are amortized over their estimated useful lives ranging from five to thirteen years. Other intangible assets include non-competition Identifiable intangible assets are comprised of the following (in thousands): As of December 31, 2017 As of December 31, 2016 Gross Amount Accumulated Net Gross Amount Accumulated Net Customer related $ 77,985 $ (18,027) $ 59,958 $ 77,985 $ (11,539) $ 66,446 Other 16,824 (7,966) 8,858 16,824 (4,906) 11,918 Total $ 94,809 $ (25,993) $ 68,816 $ 94,809 $ (16,445) $ 78,364 The expected future annual amortization expense for the years ending December 31, is as follows (in thousands): 2018 $ 9,438 2019 8,792 2020 8,139 2021 7,356 2022 6,277 Thereafter 28,814 Total $ 68,816 |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Business Segments | 9. 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”), and provider credentialing, privileging, call center, and enrollment products and services (“HealthStream Provider Solutions”). 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, gains and losses from equity investments, 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 years ended December 31, 2017, 2016 and 2015 (in thousands). Revenues, net: 2017 2016 2015 Workforce Solutions $ 178,061 $ 168,040 $ 161,289 Patient Experience Solutions 32,763 33,850 34,193 Provider Solutions 36,838 24,084 13,520 Total revenues, net $ 247,662 $ 225,974 $ 209,002 Operating income: 2017 2016 2015 Workforce Solutions $ 33,579 $ 37,329 $ 39,986 Patient Experience Solutions 1,491 (522) 1,548 Provider Solutions 879 (2,443) (2,559) Unallocated (26,149) (28,797) (25,418) Total operating income $ 9,800 $ 5,567 $ 13,557 Assets * Purchases of long-lived assets Depreciation and amortization 2017 2016 2017 2016 2015 2017 2016 2015 Workforce Solutions $ 90,055 $ 96,323 $ 9,888 $ 9,266 $ 11,403 $ 9,982 $ 8,243 $ 6,693 Patient Experience Solutions 34,198 35,988 2,764 1,123 2,007 1,510 1,144 1,061 Provider Solutions 150,797 155,011 3,619 2,026 332 8,147 6,061 3,986 Unallocated 136,024 108,678 1,762 2,135 1,617 6,644 6,759 5,257 Total $ 411,074 $ 396,000 $ 18,033 $ 14,550 $ 15,359 $ 26,283 $ 22,207 $ 16,997 * Segment assets include accounts and unbilled receivables, prepaid royalties, 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
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. INCOME TAXES The provision (benefit) for income taxes is comprised of the following (in thousands): Year Ended December 31, 2017 2016 2015 Current federal $ 1,679 $ (271) $ 3,608 Current state 895 877 1,098 Deferred federal (2,192) 1,489 501 Deferred state 147 298 (109) Provision for income taxes $ 529 $ 2,393 $ 5,098 A reconciliation of income taxes at the statutory federal income tax rate to the provision for income taxes included in the accompanying consolidated statements of income is as follows (in thousands): Year Ended December 31, 2017 2016 2015 Federal tax provision at the statutory rate $ 3,687 $ 2,152 $ 4,802 State income tax provision, net of federal benefit 424 539 673 Tax credits (583) (560) (425) Change in state valuation allowance 322 308 (8) Tax Act revaluation of deferred tax balances (2,685) - - Other (636) (46) 56 Provision for income taxes $ 529 $ 2,393 $ 5,098 Management periodically assesses the realizability of its deferred tax assets, and to the extent that a recovery is not likely, a valuation allowance is established to reduce the deferred tax asset to the amount estimated to be recoverable. At December 31, 2017, a valuation allowance of $1.1 million exists. As of December 31, 2017, the Company had state net operating loss carryforwards of $19.5 million. These loss carryforwards will expire in years 2018 through 2027. The Company is subject to income taxation at the federal and various state levels. The Company is subject to U.S. federal tax examinations for tax years 2015 through 2017. Loss carryforwards and credit carryforwards generated or utilized in years earlier than 2015 are also subject to examination and adjustment. The Company has completed examinations with the Internal Revenue Service for tax years 2013 and 2014. The Company has research and development tax credit carryforwards of $2.3 million that expire in varying amounts through 2037. As of December 31, 2017, the Company had alternative minimum tax credit carryforwards of $837,000 that are available to offset future regular tax liabilities and do not expire. On December 22, 2017, the President signed into law the Tax Cuts and Jobs Act (the “Tax Act”), reducing the U.S. corporate income tax rate to 21% effective January 1, 2018. Under ASC 740, the effects of new legislation are recognized in the period that includes the date of enactment. The estimated impact as of December 31, 2017 was to remeasure our deferred tax liability by $2.7 million, which has been reflected in our effective tax rate reconciliation. This impact is our most reasonable estimate at this time; however, we are still analyzing certain aspects of the Tax Act and refining our calculations, which could potentially impact future taxable income. A reconciliation of the beginning and ending liability for gross unrecognized tax benefits at December 31, 2017 and 2016, are as follows (in thousands): December 31, 2017 2016 Balance at beginning of year $ 397 $ 658 Additions for tax positions in the current year 10 64 Reductions for tax positions of prior years (47) (325) Balance at end of year $ 360 $ 397 The Company recognized approximately $3,000 and $18,000 for interest and penalties related to unrecognized tax benefits within the provision for income taxes during the years ended December 31, 2017 and 2016, respectively. Unrecognized tax benefits included tax positions of approximately $337,000 and $350,000 at December 31, 2017 and 2016, respectively, that if recognized would impact the Company’s effective tax rate. The reduction for tax positions of prior years reflected in the table above as of December 31, 2017, relates to (a) an item considered to be effectively settled with the IRS, and (b) amended returns filed with the state of Wisconsin. The Company estimates that it is reasonably possible the liability for unrecognized tax benefits could decrease up to $23,000 within the next 12 months. Deferred federal and state income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax assets and deferred tax liabilities are as follows (in thousands): December 31, 2017 2016 Deferred tax assets: Allowance for doubtful accounts $ 548 $ 332 Accrued liabilities 1,981 1,275 Tax credits 3,115 1,397 Stock based compensation 841 1,171 Deferred revenue 1,467 1,818 Depreciation 617 1,119 Basis difference on investments 327 316 Net operating loss carryforwards 1,015 743 Total deferred tax assets 9,911 8,171 Less: Valuation allowance (1,110 ) (654 ) Deferred tax assets, net of valuation allowance 8,801 7,517 Deferred tax liabilities: Deductible goodwill 2,917 3,267 Nondeductible intangible assets 1,330 2,523 Prepaid assets 1,881 1,894 Capitalized software development 4,599 5,801 Total deferred tax liabilities 10,727 13,485 Net deferred tax liabilities $ (1,926 ) $ (5,968 ) |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | 11. STOCK BASED COMPENSATION Stock Incentive Plans The Company’s 2016 Omnibus Incentive Plan (“2016 Plan”), 2010 Stock Incentive Plan (“2010 Plan”), and 2000 Stock Incentive Plan (“2000 Plan”; collectively, the 2016 Plan, the 2010 Plan, and the 2000 Plan, referred to as the “Plan”) authorize the grant of options, restricted share units (“RSUs”), or other forms of stock based compensation to employees, officers, directors, and others, and such grants must be approved by the Compensation Committee of the Board of Directors. Options granted under the Plan have terms of no more than ten years, with certain restrictions. The Plan allows the Compensation Committee of the Board of Directors to determine the vesting period and parameters of each grant. The vesting period of the options and RSUs granted has historically ranged from immediate vesting to annual vesting up to four years, generally beginning one year after the grant date. As of December 31, 2017, approximately 1.3 million shares of unissued common stock remained reserved for future stock incentive grants under the 2016 Plan. The Company issues new shares of common stock when options are exercised or when RSUs become vested. Stock Option Activity A summary of activity and various other information relative to stock options for the year ended December 31, 2017 is presented in the tables below (in thousands, except exercise price). Weighted- Common Average Aggregate Shares Exercise Price Intrinsic Value Outstanding at beginning of period 476 $ 6.74 Granted - - Exercised (100) 4.13 Expired - - Forfeited - - Outstanding at end of period 376 $ 7.44 $ 5,912 Exercisable at end of period 376 $ 7.44 $ 5,912 The aggregate intrinsic value for stock options in the table above represents the total difference between the Company’s closing stock price on December 29, 2017 (the last trading day of the year) of $23.16 per share and the option exercise price, multiplied by the number of in-the-money Other information relative to option activity during the three years ended December 31, 2017 is as follows (in thousands): 2017 2016 2015 Total grant date fair value of stock options vested $ - $ - $ 232 Total intrinsic value of stock options exercised $ 1,973 $ 820 $ 1,662 Cash proceeds from exercise of stock options $ 413 $ 145 $ 328 Restricted Share Unit Activity A summary of activity relative to RSUs for the year ended December 31, 2017 is as follows (in thousands, except weighted average grant date fair value): Weighted- Number of Average Aggregate RSU’s Grant Date Fair Value Intrinsic Value Outstanding at beginning of period 253 $ 23.36 Granted 111 23.43 Vested (77) 24.21 Forfeited (28) 23.39 Outstanding at end of period 259 $ 23.13 $ 6,002 The aggregate fair value of RSUs that vested during the year ended December 31, 2017 and 2016, as of the respective vesting dates, was approximately $1.9 million and $1.5 million, respectively. A portion of RSUs that vested in 2017 and 2016 were net-share net-share Stock Based Compensation Total stock based compensation expense, which is recorded in our consolidated statements of income, recorded for the years ended December 31, is as follows (in thousands): Years Ended December 31, 2017 2016 2015 Cost of revenues (excluding depreciation and amortization) $ 76 $ 144 $ 824 Product development 258 178 569 Sales and marketing 240 239 547 Other general and administrative 1,278 1,407 1,340 Total stock based compensation expense $ 1,852 $ 1,968 $ 3,280 The Company amortizes the fair value of all stock based awards, net of estimated forfeitures, on a straight-line basis over the requisite service period, which generally is the vesting period. As of December 31, 2017, total unrecognized compensation expense related to non-vested Stock based compensation cost for RSUs is measured based on the closing fair market value of the Company’s stock on the date of grant. Stock based compensation cost for stock options is estimated at the grant date based on the fair value calculated using the Black-Scholes Stock Awards During June 2015, the Company’s Chief Executive Officer (“CEO”), Robert A. Frist, Jr., entered into an agreement with the Company pursuant to which he contributed 54,241 of his personally owned shares of HealthStream, Inc. common stock to the Company, without any consideration paid to him. In connection with this contribution, the Company approved the grant of 49,310 shares of HealthStream, Inc. common stock to over 600 employees who were not otherwise eligible to receive equity awards and had at least one year of service with the Company. The Company recognized approximately $1.5 million of stock based compensation expense for these stock awards during the three months ended June 30, 2015 based on the closing fair market value of the Company’s stock on the date of the Company’s approval of these grants. In connection with these equity awards, effective in the second quarter of 2015, the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were 17,279, and were based on the value of the stock awards on the date of the Company’s approval of these grants, as determined by the Company’s closing stock price on that date. Total payments related to the employees’ tax obligations to taxing authorities for these stock awards were approximately $526,000, and are reflected as a financing activity within the consolidated statements of cash flows for the year ended December 31, 2015. These share withholdings had the effect of share repurchases by the Company as they reduced and retired the number of shares otherwise issuable as a result of the stock awards and did not represent an expense to the Company. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 12. EMPLOYEE BENEFIT PLAN 401(k) Plan The Company has a defined-contribution employee benefit plan (“401(k) Plan”) incorporating provisions of Section 401(k) of the Internal Revenue Code. Employees must have attained the age of 21 and have completed thirty days of service to be eligible to participate in the 401(k) Plan. Under the provisions of the 401(k) Plan, a plan member may make contributions, on a tax-deferred |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 13. DEBT At December 31, 2017 and 2016, the Company had no debt outstanding. Revolving Credit Facility The Company entered into a First Amendment to Revolving Credit Agreement (“Revolving Credit Facility”), amending the Revolving Credit Facility, dated as of November 24, 2014 with SunTrust Bank (“SunTrust”), extending the maturity date to November 24, 2018. Under the Revolving Credit Facility, the Company may borrow up to $50.0 million, which includes a $5.0 million swing line sub-facility sub-facility, one-month six-month 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 December 31, 2017, the Company was in material compliance with all covenants. There were no balances outstanding on the Revolving Credit Facility as of December 31, 2017 and there were no borrowings under the Revolving Credit Facility during the year ended December 31, 2017. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Leases | 14. LEASES The Company has non-cancellable straight-line straight-line Future rental payment commitments at December 31, 2017 under non-cancelable 2018 $ 4,720 2019 3,495 2020 3,920 2021 3,750 2022 3,744 Thereafter 20,361 Total minimum lease payments $ 39,990 The Company subleases certain of its office space included above under non-cancellable |
Collaborative Arrangement
Collaborative Arrangement | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Arrangement | 15. COLLABORATIVE ARRANGEMENT The Company participates in a collaborative arrangement, SimVentures TM |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | 16. LITIGATION In connection with its business, the Company is from time to time involved in various legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon the financial condition and/or results of operations of the Company. However, in the opinion of the Company’s management, matters currently pending or threatened against the Company are not expected to have a material adverse effect on the financial position or results of operations of the Company. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. RELATED PARTY TRANSACTIONS During the three months ended June 30, 2015, the Company’s CEO, Robert A. Frist, Jr., entered into an agreement with the Company pursuant to which he contributed 54,241 of his personally owned shares of HealthStream, Inc. common stock to the Company, without any consideration paid to him. In connection with this contribution, the Company approved the grant of 49,310 shares of common stock to over 600 employees, with a fair market value of approximately $1.5 million. Mr. Frist contributed 4,931 of the contributed shares noted above to take into account the estimated Company costs, such as administrative expenses and employer payroll taxes associated with the grants (See Note 11). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. SUBSEQUENT EVENTS On February 12, 2018, the Company divested its Patient Experience (“PX”) business to Press Ganey Associates (“Press Ganey”) for $65.5 million in cash (subject to adjustment based on the working capital of the PX business at closing), of which $6.5 million will be held in escrow for a period of time following the sale as a source of recovery for indemnification claims by Press Ganey. The sale of the PX business was effected by (i) the contribution by the Company of specified assets and certain liabilities used in the PX business to a newly-formed wholly-owned subsidiary of the Company, and (ii) immediately thereafter, the sale by the Company to Press Ganey of all of the outstanding equity interests such wholly-owned subsidiary. In connection with such contribution, the Company retained certain liabilities related to the PX business. HealthStream anticipates recording a pre-tax |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Reporting Entity and Segments | Reporting Entity and Segments HealthStream, Inc. (the “Company”) was incorporated in 1990 as a Tennessee corporation and is headquartered in Nashville, Tennessee. As of December 31, 2017, the Company operated in three segments: HealthStream Workforce Solutions, HealthStream Patient Experience Solutions, and HealthStream Provider Solutions. Workforce Solutions products consist of software-as-a-service |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards The Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-09, In January 2017, the FASB issued ASU 2017-04, 2017-04 |
Recognition of Revenue | Recognition of Revenue Revenues are derived from providing services through our SaaS-based workforce development platform products, courseware subscriptions, provision of survey and research services, sales of software licensing arrangements, software maintenance and support, professional services, custom courseware development, and other education and training services. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, prices are fixed or determinable, services and products are provided to the customer and collectability is probable or reasonably assured. Revenue recognized from software and other arrangements is allocated to each element of the arrangement based on the relative fair values of the elements. While elements include software products and post contract customer support, the fair value of each element is based on vendor specific objective evidence (“VSOE”). For installed software products, if fair value cannot be determined for each undelivered element of the arrangement, all revenue from the arrangement is deferred until fair value can be determined or until all elements of the arrangement are delivered and customer acceptance has occurred. Sales of the Company’s SaaS-based workforce development platform products include customer support, implementation services, and training; therefore all revenues are deferred until the SaaS-based product is implemented, at which time revenues are recognized ratably over the subscription service period. In the event that circumstances occur which give rise to uncertainty regarding the collectibility of contracted amounts, revenue recognition is suspended until such uncertainty is resolved. Fees for these services are billed on either a monthly, quarterly, or annual basis. Revenues derived from the delivery of services through the Company’s SaaS-based workforce development platform products and courseware subscriptions are recognized ratably over the term of the subscription service agreement or over the historical usage period, if usage typically differs from the subscription period. Training revenues are generally recognized upon the completion of training. Revenues derived from the license of installed software products are recognized using the residual method upon delivery of the software, when VSOE of fair value for the undelivered elements within the contract can be established. If the Company cannot objectively determine the fair value of each undelivered element based on the VSOE of fair value, the Company defers revenue recognition until all elements are delivered, all services have been performed, or until fair value can be objectively determined. Software support and maintenance revenues are recognized ratably over the term of the related agreement. Revenues recognized from the Company’s survey and research services are determined using both the proportional performance method and the completed contract method. Revenues are generally earned over the estimated survey cycle, which typically ranges from less than one month to up to five months. The survey cycle is generally initiated based on the receipt of the first survey response and runs through provision of related survey reports to the customer. If survey results are not available to the customer during the survey fielding cycle, revenues are recognized at time of report delivery. Revenues for coaching and consulting engagements are recognized using the proportional performance method over the term of the underlying contract. Fees for survey services are billed upon initiation of the survey cycle, with progress billings made throughout the survey cycle. Fees for coaching and consulting engagements are billed upon initiation of the engagement with progress billings throughout the term of the contract. Revenues from professional services and courseware development services are recognized upon the completion of performance milestones and deliverables using the proportional performance method. All other revenues are recognized as the related services are performed or products are delivered. Fees for these services are generally billed at project initiation and upon completion of various milestones. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned |
Use of Estimates | Use of Estimates The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. These accounting principles require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and such differences could be material to the consolidated financial statements. |
Cash Equivalents | Cash Equivalents The Company considers cash equivalents to be unrestricted, highly liquid investments with initial maturities of less than three months. |
Marketable Securities | Marketable Securities Marketable securities are classified as available for sale and are stated at fair market value, with the unrealized gains and losses, net of tax, reported in other accumulated comprehensive income (loss) on the accompanying consolidated balance sheets. Realized gains and losses and declines in market value judged to be other than temporary on investments in marketable securities are included in interest and other income on the accompanying consolidated statements of income. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available for sale are included in other income (expense) on the accompanying consolidated statements of income. Premiums and discounts are amortized over the life of the related available for sale security as an adjustment to the yield using the effective interest method. |
Accounts Receivable-Unbilled | Accounts Receivable-Unbilled Accounts receivable-unbilled |
Deferred Revenue | Deferred Revenue Deferred revenue represents amounts that have been billed or collected in advance of revenue recognition. The Company typically invoices customers in quarterly, bi-annual, |
Prepaid Royalties | Prepaid Royalties Prepaid royalties represents advance payments associated with the sale of third party products, such as courseware subscriptions. Royalties are typically paid in advance at the commencement of the revenue cycle or periodically throughout the revenue cycle, such as quarterly, bi-annual, |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company estimates its allowance for doubtful accounts using a specific identification method in which management considers the facts and circumstances surrounding each potentially uncollectible receivable. An allowance is also maintained for accounts that are not specifically identified that may become uncollectible in the future. Uncollectible receivables are written-off Changes in the allowance for doubtful accounts and the amounts charged to bad debt expense for the years ended December 31 were as follows (in thousands): Allowance Balance at Beginning of Period Charged to Costs and Expenses Write-offs Allowance Balance at End of Period 2017 $ 863 $ 1,813 $ (471 ) $ 2,205 2016 $ 303 $ 640 $ (80 ) $ 863 2015 $ 331 $ 284 $ (312 ) $ 303 |
Capitalized Software Development | Capitalized Software Development Capitalized software development is stated on the basis of cost and is presented net of accumulated amortization. The Company capitalizes costs incurred during the software development phase for projects when such costs are material. These assets are generally amortized using the straight-line method over three years. The Company capitalized approximately $12.5 million and $10.0 million during 2017 and 2016, respectively. Amortization of capitalized software development was approximately $10.1 million, $7.7 million, and $6.2 million during 2017, 2016, and 2015, respectively. Maintenance and operating costs are expensed as incurred. As of December 31, 2017 and 2016, there were no capitalized software development costs for external computer software developed for resale. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used in measuring fair value. There are three levels to the fair value hierarchy based on the reliability of inputs, as follows: Level 1 Level 2 Level 3 The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period. This determination requires significant judgments to be made by the Company. At December 31, 2017 and 2016, our assets measured at fair value on a recurring basis consisted of marketable securities, which are classified as available for sale (see Note 4 – Marketable Securities). The Company did not have any financial liabilities that were subject to fair value measurements as of such dates. |
Property and Equipment | Property and Equipment Property and equipment are stated on the basis of cost. Depreciation and amortization are provided on the straight-line Years Furniture and fixtures 5 Equipment 3 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of purchase price in a business combination over the fair value of the net identifiable assets acquired. The carrying amount of our goodwill is evaluated for impairment at least annually during the fourth quarter and whenever events or changes in facts or circumstances indicate that impairment may exist. In accordance with ASC 350, Intangibles – Goodwill and Other As of December 31, 2017, intangible assets include customer relationships, internally-developed technology and patents, non-competition |
Long-Lived Assets | Long-Lived Long-lived assets to be held for use are reviewed for events or changes in facts and circumstances, both internally and externally, which may indicate that an impairment of long-lived long-lived |
Non-Marketable Equity Investments | Non-Marketable Non-marketable |
Financial Instruments | Financial Instruments The Company has various financial instruments, including cash and cash equivalents, accounts receivable, accounts receivable-unbilled, accounts payable, accrued liabilities, and deferred revenue. The carrying amounts of these financial instruments approximate fair value because of the short term maturity or short term nature of such instruments. The Company also has marketable securities, which are recorded at approximate fair value based on quoted market prices or alternative pricing sources (see Note 4 – Marketable Securities). |
Advertising | Advertising The Company expenses the costs of advertising as incurred. Advertising expense for the years ended December 31, 2017, 2016, and 2015 was approximately $1.0 million, $1.0 million, and $1.1 million, respectively. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs that are associated with our products and services are included in cost of revenues. |
Income Taxes | 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. Management evaluates all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed. Future realization of the tax benefit of an existing deductible temporary difference or carryforward ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryback or carryforward period available under the tax law. There are four possible sources of taxable income that may be available under the tax law to realize a tax benefit for deductible temporary differences and carryforwards: 1) future reversals of existing taxable temporary differences, 2) future taxable income exclusive of reversing temporary differences and carryforwards, 3) taxable income in prior carryback year(s) if carryback is permitted under the tax law, and 4) tax-planning The Company accounts for income tax uncertainties using a more-likely-than-not more-likely-than-not |
Earnings Per Share | 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 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. Common equivalent shares that have an anti-dilutive effect on diluted net income per share have been excluded from the calculation of diluted weighted average shares outstanding for the years ended December 31, 2017, 2016, and 2015. |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers The Company’s credit risks relate primarily to cash and cash equivalents, marketable securities and accounts receivable. The Company places its temporary excess cash investments in high quality, short-term The Company sells its products and services to various companies in the healthcare industry that are located in the United States. Credit evaluations of our customers’ financial condition are performed on an ongoing basis, which generally require no collateral from customers. An allowance for doubtful accounts is maintained for potentially uncollectible accounts receivable. The Company did not have any single customer representing over 10% of net revenues or accounts receivable during 2017, 2016, or 2015. |
Stock Based Compensation | Stock Based Compensation As of December 31, 2017, the Company maintains three stock based compensation plans under which awards are outstanding, as described in Note 11. The Company accounts for stock based compensation using the fair-value based method for costs related to share-based payments, including stock options and restricted share units. The Company uses the Black Scholes option pricing model for calculating the fair value of option awards issued under its stock based compensation plan. The Company measures compensation cost of restricted share units based on the closing fair market value of the Company’s stock on the date of grant. Stock based compensation cost is measured at the grant date, based on the fair value of the award that is ultimately expected to vest, and is recognized as an expense over the requisite service period. The Company recognizes tax benefits from stock based compensation if an excess tax benefit is realized. Excess tax benefits are reflected in the statement of income as a component of the provision for income taxes when realized. |
Newly Issued Accounting Standards | Newly Issued Accounting Standards In May 2014, the FASB issued ASU 2014-09, The most significant impact of the standard relates to capitalizing costs to acquire contracts, which have historically been expensed as incurred. As of December 31, 2017, the Company’s sales commission plans have included multiple payments, including initial payments in the period a customer contract is obtained and deferred payments either 15 or 27 months after the initial payment. Under the standard, only the initial payment is subject to capitalization as the deferred payments require a substantive performance condition of the employee. These initial commission payments will be capitalized in the period a customer contract is obtained and will be amortized consistent with the transfer of the goods or services to the customer over the expected period of benefit. The expected period of benefit is the contract term, except when the commission payment is expected to provide economic benefit to the Company for a period longer than the contract term, such as for new customer or incremental sales where renewals are expected and renewal commissions are not commensurate with initial commissions. Such commissions will be amortized over the greater of contract term or technological obsolescence period when the underlying contracted products are technology-based, such as for the SaaS-based platforms, or the expected customer relationship period when the underlying contracted products are not technology-based, such as for patient experience survey products. Additionally, the standard impacts several of the Company’s revenue streams. The primary streams affected are professional services and patient experience surveys. For professional services, the identification of performance obligations and the related timing of revenue recognition is changing such that revenues will be recognized earlier, during the period of service delivery, rather than over the related product’s contractual term. For patient experience surveys, revenues will correlate to survey delivery, which approximates ratable recognition over the contractual term, rather than the current method of spreading quarterly revenue over the five-month life cycle of the patient experience survey cycle. The Company will finalize its calculation of the financial impact of the adoption of this accounting standard on its future consolidated financial statements in the first quarter of 2018. The Company anticipates adjustments to retained earnings of no more than $10 million and $16 million, net of related tax effects, upon adoption for revenue recognition and sales commissions, respectively. In January 2016, the FASB issued ASU 2016-01, 825-10), In February 2016, the FASB issued ASU 2016-02, (Topic 842), |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Changes in the Allowance for Doubtful Accounts and the Amounts Charged to Bad Debt Expense | Changes in the allowance for doubtful accounts and the amounts charged to bad debt expense for the years ended December 31 were as follows (in thousands): Allowance Balance at Beginning of Period Charged to Costs and Expenses Write-offs Allowance Balance at End of Period 2017 $ 863 $ 1,813 $ (471 ) $ 2,205 2016 $ 303 $ 640 $ (80 ) $ 863 2015 $ 331 $ 284 $ (312 ) $ 303 |
Estimated Useful Lives of Property and Equipment | Years Furniture and fixtures 5 Equipment 3 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 years ended December 31, 2017 (in thousands, except per share amounts): 2017 2016 2015 Numerator: Net income $ 10,004 $ 3,755 $ 8,621 Denominator: Weighted-average shares outstanding 31,861 31,721 30,057 Effect of dilutive shares 335 347 379 Weighted-average diluted shares 32,196 32,068 30,436 Basic earnings per share $ 0.31 $ 0.12 $ 0.29 Diluted earnings per share $ 0.31 $ 0.12 $ 0.28 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Fair Value of Available for Sale Marketable Securities | At December 31, 2017 and 2016, the fair value of marketable securities, which were all classified as available for sale, included the following (in thousands): December 31, 2017 Adjusted Cost Unrealized Unrealized Fair Value Level 2: Corporate debt securities $ 41,900 $ 1 $ (39) $ 41,862 Government-sponsored enterprise debt securities 4,488 1 (1) 4,488 Total $ 46,388 $ 2 $ (40) $ 46,350 December 31, 2016 Adjusted Cost Unrealized Unrealized Fair Value Level 2: Corporate debt securities $ 44,486 $ - $ (50) $ 44,436 Government-sponsored enterprise debt securities 9,105 1 (2) 9,104 Total $ 53,591 $ 1 $ (52) $ 53,540 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Morrisey Associates Inc [Member] | |
Summary of Purchase Price | A summary of the purchase price is as follows (in thousands): Cash paid at closing $ 44,120 Cash held in escrow 3,880 Total consideration paid $ 48,000 |
Summary of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of the assets acquired and liabilities assumed as of the date of acquisition (in thousands): Accounts receivable, net $ 2,406 Prepaid royalties and other prepaid assets 187 Property and equipment 75 Deferred tax assets 1,377 Goodwill 21,000 Intangible assets 27,400 Accounts payable and accrued liabilities (776) Deferred revenue (3,669) Net assets acquired $ 48,000 |
Components of Identifiable Intangible Assets and Estimated Useful Lives | The following table sets forth the components of identifiable intangible assets and their estimated useful lives as of the acquisition date (in thousands): Fair value Useful life Customer relationships $ 21,400 13 years Developed technology 5,400 5 years Trade name 600 6 years Total intangible assets subject to amortization $ 27,400 |
Summary of Unaudited ProForma Financial Information | The amounts of revenue and operating loss of MAI included in the Company’s consolidated statement of income from the date of acquisition of August 8, 2016 to the period ending December 31, 2016 are as follows (in thousands): Total revenues $ 2,581 Operating loss $ (2,358) The following unaudited pro forma financial information summarizes the combined results of operations of the Company and MAI, which was significant for purposes of the unaudited pro forma financial information disclosure, as though the companies were combined as of January 1, 2016 (in thousands, except per share data): Year Ended December 31, 2017 2016 Total revenues $ 248,942 $ 236,205 Net income $ 10,958 $ 6,610 Basic earnings per share $ 0.34 $ 0.21 Diluted earnings per share $ 0.34 $ 0.21 |
HealthLine Systems LLC [Member] | |
Summary of Purchase Price | A summary of the purchase price is as follows (in thousands): Cash paid $ 89,850 Cash held in escrow 679 Total consideration paid $ 90,529 |
Summary of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of the assets acquired and liabilities assumed as of the date of acquisition (in thousands): Cash $ 54 Accounts receivable, net 3,052 Prepaid assets 546 Property and equipment 200 Deferred tax assets 2,523 Goodwill 43,798 Intangible assets 47,200 Accounts payable and accrued liabilities (1,085) Deferred revenue (5,979) Net assets acquired $ 90,309 |
Components of Identifiable Intangible Assets and Estimated Useful Lives | The following table sets forth the components of identifiable intangible assets and their estimated useful lives as of the acquisition date (in thousands): Fair value Useful life Customer relationships $ 42,600 13 years Developed technology 3,700 5 years Trade names 900 6 years Total intangible assets subject to amortization $ 47,200 |
Summary of Unaudited ProForma Financial Information | The amounts of revenue and operating loss of HLS included in the Company’s consolidated statement of income from the date of acquisition of March 16, 2015 to the period ending December 31, 2015 are as follows (in thousands): Total revenues $ 8,543 Operating loss $ (2,541 ) 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, 2015 (in thousands, except per share data): Year Ended December 31, 2016 2015 Total revenues $ 227,834 $ 219,108 Net income $ 4,924 $ 13,551 Basic earnings per share $ 0.16 $ 0.45 Diluted earnings per share $ 0.15 $ 0.44 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: December 31, 2017 2016 Equipment $ 25,396 $ 20,885 Leasehold improvements 5,291 5,025 Furniture and fixtures 4,167 4,862 Gross property and equipment 34,854 30,772 Accumulated depreciation and amortization (25,862) (20,527) Property and equipment, net $ 8,992 $ 10,245 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 are as follows (in thousands): Workforce Patient Experience Provider Total Balance at January 1, 2017 $ 16,381 $ 24,154 $ 69,230 $ 109,765 Acquisition of Morrisey Associates, Inc. - - 533 533 Balance at December 31, 2017 $ 16,381 $ 24,154 $ 69,763 $ 110,298 Workforce Patient Experience Provider Total Balance at January 1, 2016 $ 12,336 $ 24,154 $ 46,583 $ 83,073 Acquisition of HealthLine Systems, LLC. - - 2,180 2,180 Acquisition of Morrisey Associates, Inc. - - 20,467 20,467 Other business combinations 4,045 - - 4,045 Balance at December 31, 2016 $ 16,381 $ 24,154 $ 69,230 $ 109,765 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Identifiable Intangible Assets | Identifiable intangible assets are comprised of the following (in thousands): As of December 31, 2017 As of December 31, 2016 Gross Amount Accumulated Net Gross Amount Accumulated Net Customer related $ 77,985 $ (18,027) $ 59,958 $ 77,985 $ (11,539) $ 66,446 Other 16,824 (7,966) 8,858 16,824 (4,906) 11,918 Total $ 94,809 $ (25,993) $ 68,816 $ 94,809 $ (16,445) $ 78,364 |
Expected Annual Amortization Expense | The expected future annual amortization expense for the years ending December 31, is as follows (in thousands): 2018 $ 9,438 2019 8,792 2020 8,139 2021 7,356 2022 6,277 Thereafter 28,814 Total $ 68,816 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Business Segment Information Based on Net Revenues | The following is the Company’s business segment information as of and for the years ended December 31, 2017, 2016 and 2015 (in thousands). Revenues, net: 2017 2016 2015 Workforce Solutions $ 178,061 $ 168,040 $ 161,289 Patient Experience Solutions 32,763 33,850 34,193 Provider Solutions 36,838 24,084 13,520 Total revenues, net $ 247,662 $ 225,974 $ 209,002 |
Business Segment Information Based on Operating Income | Operating income: 2017 2016 2015 Workforce Solutions $ 33,579 $ 37,329 $ 39,986 Patient Experience Solutions 1,491 (522) 1,548 Provider Solutions 879 (2,443) (2,559) Unallocated (26,149) (28,797) (25,418) Total operating income $ 9,800 $ 5,567 $ 13,557 |
Business Segment Information Based on Assets | Assets * Purchases of long-lived assets Depreciation and amortization 2017 2016 2017 2016 2015 2017 2016 2015 Workforce Solutions $ 90,055 $ 96,323 $ 9,888 $ 9,266 $ 11,403 $ 9,982 $ 8,243 $ 6,693 Patient Experience Solutions 34,198 35,988 2,764 1,123 2,007 1,510 1,144 1,061 Provider Solutions 150,797 155,011 3,619 2,026 332 8,147 6,061 3,986 Unallocated 136,024 108,678 1,762 2,135 1,617 6,644 6,759 5,257 Total $ 411,074 $ 396,000 $ 18,033 $ 14,550 $ 15,359 $ 26,283 $ 22,207 $ 16,997 * Segment assets include accounts and unbilled receivables, prepaid royalties, 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 (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Summary of Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes is comprised of the following (in thousands): Year Ended December 31, 2017 2016 2015 Current federal $ 1,679 $ (271) $ 3,608 Current state 895 877 1,098 Deferred federal (2,192) 1,489 501 Deferred state 147 298 (109) Provision for income taxes $ 529 $ 2,393 $ 5,098 |
Reconciliation of Income Taxes at the Statutory Federal Income Tax Rate to the Provision for Income Taxes | A reconciliation of income taxes at the statutory federal income tax rate to the provision for income taxes included in the accompanying consolidated statements of income is as follows (in thousands): Year Ended December 31, 2017 2016 2015 Federal tax provision at the statutory rate $ 3,687 $ 2,152 $ 4,802 State income tax provision, net of federal benefit 424 539 673 Tax credits (583) (560) (425) Change in state valuation allowance 322 308 (8) Tax Act revaluation of deferred tax balances (2,685) - - Other (636) (46) 56 Provision for income taxes $ 529 $ 2,393 $ 5,098 |
Reconciliation of the Beginning and Ending liability for Gross Unrecognized Tax Benefits | A reconciliation of the beginning and ending liability for gross unrecognized tax benefits at December 31, 2017 and 2016, are as follows (in thousands): December 31, 2017 2016 Balance at beginning of year $ 397 $ 658 Additions for tax positions in the current year 10 64 Reductions for tax positions of prior years (47) (325) Balance at end of year $ 360 $ 397 |
Significant Components of Deferred Tax Assets and Deferred Tax Liabilities | Significant components of deferred tax assets and deferred tax liabilities are as follows (in thousands): December 31, 2017 2016 Deferred tax assets: Allowance for doubtful accounts $ 548 $ 332 Accrued liabilities 1,981 1,275 Tax credits 3,115 1,397 Stock based compensation 841 1,171 Deferred revenue 1,467 1,818 Depreciation 617 1,119 Basis difference on investments 327 316 Net operating loss carryforwards 1,015 743 Total deferred tax assets 9,911 8,171 Less: Valuation allowance (1,110 ) (654 ) Deferred tax assets, net of valuation allowance 8,801 7,517 Deferred tax liabilities: Deductible goodwill 2,917 3,267 Nondeductible intangible assets 1,330 2,523 Prepaid assets 1,881 1,894 Capitalized software development 4,599 5,801 Total deferred tax liabilities 10,727 13,485 Net deferred tax liabilities $ (1,926 ) $ (5,968 ) |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Activity and Various Other Information Relative to Stock Options | A summary of activity and various other information relative to stock options for the year ended December 31, 2017 is presented in the tables below (in thousands, except exercise price). Weighted- Common Average Aggregate Shares Exercise Price Intrinsic Value Outstanding at beginning of period 476 $ 6.74 Granted - - Exercised (100) 4.13 Expired - - Forfeited - - Outstanding at end of period 376 $ 7.44 $ 5,912 Exercisable at end of period 376 $ 7.44 $ 5,912 |
Other Information Relative to Option Activity | Other information relative to option activity during the three years ended December 31, 2017 is as follows (in thousands): 2017 2016 2015 Total grant date fair value of stock options vested $ - $ - $ 232 Total intrinsic value of stock options exercised $ 1,973 $ 820 $ 1,662 Cash proceeds from exercise of stock options $ 413 $ 145 $ 328 |
Summary of Activity Relative to RSU's | A summary of activity relative to RSUs for the year ended December 31, 2017 is as follows (in thousands, except weighted average grant date fair value): Weighted- Number of Average Aggregate RSU’s Grant Date Fair Value Intrinsic Value Outstanding at beginning of period 253 $ 23.36 Granted 111 23.43 Vested (77) 24.21 Forfeited (28) 23.39 Outstanding at end of period 259 $ 23.13 $ 6,002 |
Stock Based Compensation Expense Recorded in Consolidated Statements of Income | Total stock based compensation expense, which is recorded in our consolidated statements of income, recorded for the years ended December 31, is as follows (in thousands): Years Ended December 31, 2017 2016 2015 Cost of revenues (excluding depreciation and amortization) $ 76 $ 144 $ 824 Product development 258 178 569 Sales and marketing 240 239 547 Other general and administrative 1,278 1,407 1,340 Total stock based compensation expense $ 1,852 $ 1,968 $ 3,280 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Future Rental Payment Commitments under Non-Cancelable Operating Leases | Future rental payment commitments at December 31, 2017 under non-cancelable 2018 $ 4,720 2019 3,495 2020 3,920 2021 3,750 2022 3,744 Thereafter 20,361 Total minimum lease payments $ 39,990 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Additional Information (Detail) | Dec. 31, 2017USD ($)Plans | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)SegmentSourcesofTaxableIncome | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Business And Basis Of Presentation [Line Items] | |||||
Number of operating segments | Segment | 3 | ||||
Adjustments to retained earnings | $ 2,192,000 | ||||
Maturity of unrestricted cash equivalent | Less than three months | ||||
Assets amortized cost | 3 years | ||||
Capitalized software development amount | $ 12,500,000 | $ 12,500,000 | $ 10,000,000 | ||
Amortization of capitalized software development | 10,100,000 | 7,700,000 | $ 6,200,000 | ||
Capitalized software development costs for external computer software developed for resale | 0 | 0 | 0 | ||
Goodwill impairments identified or recorded | 0 | 0 | 0 | ||
Impairments identified or recorded | 0 | 0 | 0 | ||
Impairments identified or recorded for long-lived assets | 0 | 0 | 0 | ||
Advertising expense | $ 1,000,000 | 1,000,000 | $ 1,100,000 | ||
Number of sources of taxable income | SourcesofTaxableIncome | 4 | ||||
Valuation allowance | $ 1,110,000 | $ 1,110,000 | $ 654,000 | ||
Concentration risk, customer | The Company did not have any single customer representing over 10% of net revenues or accounts receivable during 2017, 2016, or 2015. | ||||
Number of stock based compensation plans | Plans | 3 | ||||
Accounting Standards Update 2014-09 [Member] | |||||
Business And Basis Of Presentation [Line Items] | |||||
Revenue spreading life cycle period | 5 months | ||||
Accounting Standards Update 2016-09 [Member] | |||||
Business And Basis Of Presentation [Line Items] | |||||
Adjustments to retained earnings | $ 2,200,000 | ||||
Minimum [Member] | |||||
Business And Basis Of Presentation [Line Items] | |||||
Revenues earned over the estimated survey cycle, period | 1 month | ||||
Royalty payments amortization period | 12 months | ||||
Finite lived intangible assets amortization period | 3 years | ||||
Minimum [Member] | Accounting Standards Update 2014-09 [Member] | |||||
Business And Basis Of Presentation [Line Items] | |||||
Sales commission deferred payments period | 15 months | ||||
Maximum [Member] | |||||
Business And Basis Of Presentation [Line Items] | |||||
Revenues earned over the estimated survey cycle, period | 5 months | ||||
Royalty payments amortization period | 36 months | ||||
Finite lived intangible assets amortization period | 13 years | ||||
Maximum [Member] | Accounting Standards Update 2014-09 [Member] | |||||
Business And Basis Of Presentation [Line Items] | |||||
Sales commission deferred payments period | 27 months | ||||
Maximum [Member] | Revenue Recognition [Member] | Accounting Standards Update 2014-09 [Member] | Subsequent Event [Member] | |||||
Business And Basis Of Presentation [Line Items] | |||||
Adjustments to retained earnings | $ 10,000,000 | ||||
Maximum [Member] | Sales Commissions [Member] | Accounting Standards Update 2014-09 [Member] | Subsequent Event [Member] | |||||
Business And Basis Of Presentation [Line Items] | |||||
Adjustments to retained earnings | $ 16,000,000 | ||||
Weighted Average [Member] | |||||
Business And Basis Of Presentation [Line Items] | |||||
Finite lived intangible assets amortization period | 11 years 4 days |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Changes in the Allowance for Doubtful Accounts and the Amounts Charged to Bad Debt Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Allowance Balance at Beginning of Period | $ 863 | $ 303 | $ 331 |
Charged to Costs and Expenses | 1,813 | 640 | 284 |
Write-offs | (471) | (80) | (312) |
Allowance Balance at End of Period | $ 2,205 | $ 863 | $ 303 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 5 years |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 3 years |
Shareholders Equity - Additiona
Shareholders Equity - Additional Information (Detail) - shares | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 31,908,000 | 31,748,000 |
Common stock, shares outstanding | 31,908,000 | 31,748,000 |
Maximum [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 75,000,000 | |
Preferred stock, shares authorized | 10,000,000 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||
Net income | $ 10,004 | $ 3,755 | $ 8,621 |
Denominator: | |||
Weighted-average shares outstanding | 31,861 | 31,721 | 30,057 |
Effect of dilutive shares | 335 | 347 | 379 |
Weighted-average diluted shares | 32,196 | 32,068 | 30,436 |
Basic earnings per share | $ 0.31 | $ 0.12 | $ 0.29 |
Diluted earnings per share | $ 0.31 | $ 0.12 | $ 0.28 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |||
Total number of common equivalent shares excluded from the calculations of diluted earnings per share | 58,000 | 38,000 | 16,000 |
Marketable Securities - Fair Va
Marketable Securities - Fair Value of Available for Sale Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities, Fair Value | $ 46,350 | $ 53,540 |
Level 2 [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities, Adjusted Cost | 46,388 | 53,591 |
Available for sale securities, Unrealized Gains | 2 | 1 |
Available for sale securities, Unrealized Losses | (40) | (52) |
Available for sale securities, Fair Value | 46,350 | 53,540 |
Level 2 [Member] | Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities, Adjusted Cost | 41,900 | 44,486 |
Available for sale securities, Unrealized Gains | 1 | |
Available for sale securities, Unrealized Losses | (39) | (50) |
Available for sale securities, Fair Value | 41,862 | 44,436 |
Level 2 [Member] | Government-Sponsored Enterprises Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities, Adjusted Cost | 4,488 | 9,105 |
Available for sale securities, Unrealized Gains | 1 | 1 |
Available for sale securities, Unrealized Losses | (1) | (2) |
Available for sale securities, Fair Value | $ 4,488 | $ 9,104 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) | Aug. 08, 2016 | Jul. 25, 2016 | Mar. 16, 2015 | Jun. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 |
Nursing Registry Consultants Corporation [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity method ownership interest percentage | 32.00% | |||||||||||
Fair value of minority equity interest | $ 484,000 | |||||||||||
HealthLine Systems LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition date of assets | Mar. 16, 2015 | |||||||||||
Consideration paid for acquisition in cash | $ 90,529,000 | |||||||||||
Transaction costs associated with the acquisition | $ 965,000 | $ 329,000 | $ 1,300,000 | |||||||||
Adjustment to goodwill | $ 2,200,000 | |||||||||||
Net tangible assets include deferred revenue book value at acquisition date | $ 15,000,000 | |||||||||||
Net tangible assets include deferred revenue fair value at acquisition date | 6,000,000 | |||||||||||
Write-down of deferred revenue | 9,000,000 | |||||||||||
Estimated indemnification asset | 300,000 | |||||||||||
Contingent liability | $ 700,000 | |||||||||||
Preliminary purchase price allocation measurement period | 1 year | |||||||||||
Goodwill indemnification claim | $ 2,400,000 | |||||||||||
Tax indemnification, charge against net income | $ 200,000 | $ 200,000 | ||||||||||
Other Business Combination [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration paid for acquisition in cash | $ 4,000,000 | |||||||||||
Additional contingent consideration | $ 500,000 | |||||||||||
Morrisey Associates Inc [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition date of assets | Aug. 8, 2016 | |||||||||||
Consideration paid for acquisition in cash | $ 48,000,000 | |||||||||||
Transaction costs associated with the acquisition | $ 953,000 | |||||||||||
Adjustment to goodwill | $ 533,000 | |||||||||||
Net tangible assets include deferred revenue book value at acquisition date | 8,300,000 | |||||||||||
Net tangible assets include deferred revenue fair value at acquisition date | 3,700,000 | |||||||||||
Write-down of deferred revenue | $ 4,600,000 | |||||||||||
Nursing Registry Consultants Corporation [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration paid for acquisition in cash | 1,000,000 | |||||||||||
Additional contingent consideration | 75,000 | |||||||||||
Recorded gain after business combination | $ 225,000 |
Business Combinations - Summary
Business Combinations - Summary of Purchase Price (Detail) - USD ($) $ in Thousands | Aug. 08, 2016 | Mar. 16, 2015 |
HealthLine Systems LLC [Member] | ||
Business Acquisition [Line Items] | ||
Total consideration paid | $ 90,529 | |
Morrisey Associates Inc [Member] | ||
Business Acquisition [Line Items] | ||
Total consideration paid | $ 48,000 | |
Cash Paid [Member] | HealthLine Systems LLC [Member] | ||
Business Acquisition [Line Items] | ||
Total consideration paid | 89,850 | |
Cash Paid [Member] | Morrisey Associates Inc [Member] | ||
Business Acquisition [Line Items] | ||
Total consideration paid | 44,120 | |
Cash Held in Escrow [Member] | HealthLine Systems LLC [Member] | ||
Business Acquisition [Line Items] | ||
Total consideration paid | $ 679 | |
Cash Held in Escrow [Member] | Morrisey Associates Inc [Member] | ||
Business Acquisition [Line Items] | ||
Total consideration paid | $ 3,880 |
Business Combinations - Summa47
Business Combinations - Summary of Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 08, 2016 | Dec. 31, 2015 | Mar. 16, 2015 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 110,298 | $ 109,765 | $ 83,073 | ||
HealthLine Systems LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 54 | ||||
Accounts receivable, net | 3,052 | ||||
Prepaid royalties and other prepaid assets | 546 | ||||
Property and equipment | 200 | ||||
Deferred tax assets | 2,523 | ||||
Goodwill | 43,798 | ||||
Intangible assets | 47,200 | ||||
Accounts payable and accrued liabilities | (1,085) | ||||
Deferred revenue | (5,979) | ||||
Net assets acquired | $ 90,309 | ||||
Morrisey Associates Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable, net | $ 2,406 | ||||
Prepaid royalties and other prepaid assets | 187 | ||||
Property and equipment | 75 | ||||
Deferred tax assets | 1,377 | ||||
Goodwill | 21,000 | ||||
Intangible assets | 27,400 | ||||
Accounts payable and accrued liabilities | (776) | ||||
Deferred revenue | (3,669) | ||||
Net assets acquired | $ 48,000 |
Business Combinations - Compone
Business Combinations - Components of Identifiable Intangible Assets and Estimated Useful Lives (Detail) - USD ($) $ in Thousands | Aug. 08, 2016 | Mar. 16, 2015 |
Morrisey Associates Inc [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization | $ 27,400 | |
HealthLine Systems LLC [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization | $ 47,200 | |
Customer Relationships [Member] | Morrisey Associates Inc [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 13 years | |
Total intangible assets subject to amortization | $ 21,400 | |
Customer Relationships [Member] | HealthLine Systems LLC [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 13 years | |
Total intangible assets subject to amortization | $ 42,600 | |
Developed Technology [Member] | Morrisey Associates Inc [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | |
Total intangible assets subject to amortization | $ 5,400 | |
Developed Technology [Member] | HealthLine Systems LLC [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | |
Total intangible assets subject to amortization | $ 3,700 | |
Trade Names [Member] | Morrisey Associates Inc [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 6 years | |
Total intangible assets subject to amortization | $ 600 | |
Trade Names [Member] | HealthLine Systems LLC [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 6 years | |
Total intangible assets subject to amortization | $ 900 |
Business Combinations - Summa49
Business Combinations - Summary of Unaudited ProForma Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
HealthLine Systems LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Total revenues | $ 8,543 | ||||
Operating loss | $ (2,541) | ||||
Total revenues | $ 227,834 | $ 219,108 | |||
Net income | $ 4,924 | $ 13,551 | |||
Basic earnings per share | $ 0.16 | $ 0.45 | |||
Diluted earnings per share | $ 0.15 | $ 0.44 | |||
Morrisey Associates Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Total revenues | $ 2,581 | ||||
Operating loss | $ (2,358) | ||||
Total revenues | $ 248,942 | $ 236,205 | |||
Net income | $ 10,958 | $ 6,610 | |||
Basic earnings per share | $ 0.34 | $ 0.21 | |||
Diluted earnings per share | $ 0.34 | $ 0.21 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 34,854 | $ 30,772 |
Accumulated depreciation and amortization | (25,862) | (20,527) |
Property and equipment, net | 8,992 | 10,245 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 25,396 | 20,885 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 5,291 | 5,025 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 4,167 | $ 4,862 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation of property and equipment | $ 6.6 | $ 6.8 | $ 5.3 |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||
Goodwill, beginning balance | $ 109,765 | $ 83,073 |
Goodwill, ending balance | 110,298 | 109,765 |
Morrisey Associates Inc [Member] | ||
Goodwill [Line Items] | ||
Goodwill acquired | 533 | 20,467 |
Other Business Combination [Member] | ||
Goodwill [Line Items] | ||
Goodwill acquired | 4,045 | |
HealthLine Systems LLC [Member] | ||
Goodwill [Line Items] | ||
Goodwill acquired | 2,180 | |
Workforce Solutions [Member] | ||
Goodwill [Line Items] | ||
Goodwill, beginning balance | 16,381 | 12,336 |
Goodwill, ending balance | 16,381 | 16,381 |
Workforce Solutions [Member] | Other Business Combination [Member] | ||
Goodwill [Line Items] | ||
Goodwill acquired | 4,045 | |
Patient Experience Solutions [Member] | ||
Goodwill [Line Items] | ||
Goodwill, beginning balance | 24,154 | 24,154 |
Goodwill, ending balance | 24,154 | 24,154 |
Provider Solutions [Member] | ||
Goodwill [Line Items] | ||
Goodwill, beginning balance | 69,230 | 46,583 |
Goodwill, ending balance | 69,763 | 69,230 |
Provider Solutions [Member] | Morrisey Associates Inc [Member] | ||
Goodwill [Line Items] | ||
Goodwill acquired | $ 533 | 20,467 |
Provider Solutions [Member] | HealthLine Systems LLC [Member] | ||
Goodwill [Line Items] | ||
Goodwill acquired | $ 2,180 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) $ in Thousands | 3 Months Ended |
Sep. 30, 2017USD ($) | |
Morrisey Associates Inc [Member] | |
Goodwill [Line Items] | |
Adjustment to goodwill | $ 533 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 9.5 | $ 7.8 | $ 5.6 |
Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life of intangible assets | 3 years | ||
Minimum [Member] | Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life of intangible assets | 5 years | ||
Minimum [Member] | Other Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life of intangible assets | 3 years | ||
Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life of intangible assets | 13 years | ||
Maximum [Member] | Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life of intangible assets | 13 years | ||
Maximum [Member] | Other Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life of intangible assets | 9 years |
Intangible Assets - Identifiabl
Intangible Assets - Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 94,809 | $ 94,809 |
Accumulated Amortization | (25,993) | (16,445) |
Total | 68,816 | 78,364 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 77,985 | 77,985 |
Accumulated Amortization | (18,027) | (11,539) |
Total | 59,958 | 66,446 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 16,824 | 16,824 |
Accumulated Amortization | (7,966) | (4,906) |
Total | $ 8,858 | $ 11,918 |
Intangible Assets - Expected An
Intangible Assets - Expected Annual Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,018 | $ 9,438 | |
2,019 | 8,792 | |
2,020 | 8,139 | |
2,021 | 7,356 | |
2,022 | 6,277 | |
Thereafter | 28,814 | |
Total | $ 68,816 | $ 78,364 |
Business Segments - Business Se
Business Segments - Business Segment Information Based on Net Revenues and Operating Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues, net: | |||
Revenues, net | $ 247,662 | $ 225,974 | $ 209,002 |
Operating income: | |||
Operating income | 9,800 | 5,567 | 13,557 |
Operating Segments [Member] | Workforce Solutions [Member] | |||
Revenues, net: | |||
Revenues, net | 178,061 | 168,040 | 161,289 |
Operating income: | |||
Operating income | 33,579 | 37,329 | 39,986 |
Operating Segments [Member] | Patient Experience Solutions [Member] | |||
Revenues, net: | |||
Revenues, net | 32,763 | 33,850 | 34,193 |
Operating income: | |||
Operating income | 1,491 | (522) | 1,548 |
Operating Segments [Member] | Provider Solutions [Member] | |||
Revenues, net: | |||
Revenues, net | 36,838 | 24,084 | 13,520 |
Operating income: | |||
Operating income | 879 | (2,443) | (2,559) |
Unallocated [Member] | |||
Operating income: | |||
Operating income | $ (26,149) | $ (28,797) | $ (25,418) |
Business Segments - Business 58
Business Segments - Business Segment Information Based on Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Total assets | $ 411,074 | $ 396,000 | |
Purchases of long-lived assets | 18,033 | 14,550 | $ 15,359 |
Depreciation and amortization | 26,283 | 22,207 | 16,997 |
Operating Segments [Member] | Workforce Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Total assets | 90,055 | 96,323 | |
Purchases of long-lived assets | 9,888 | 9,266 | 11,403 |
Depreciation and amortization | 9,982 | 8,243 | 6,693 |
Operating Segments [Member] | Patient Experience Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Total assets | 34,198 | 35,988 | |
Purchases of long-lived assets | 2,764 | 1,123 | 2,007 |
Depreciation and amortization | 1,510 | 1,144 | 1,061 |
Operating Segments [Member] | Provider Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Total assets | 150,797 | 155,011 | |
Purchases of long-lived assets | 3,619 | 2,026 | 332 |
Depreciation and amortization | 8,147 | 6,061 | 3,986 |
Unallocated [Member] | |||
Segment Reporting Information [Line Items] | |||
Total assets | 136,024 | 108,678 | |
Purchases of long-lived assets | 1,762 | 2,135 | 1,617 |
Depreciation and amortization | $ 6,644 | $ 6,759 | $ 5,257 |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Current federal | $ 1,679 | $ (271) | $ 3,608 |
Current state | 895 | 877 | 1,098 |
Deferred federal | (2,192) | 1,489 | 501 |
Deferred state | 147 | 298 | (109) |
Provision for income taxes | $ 529 | $ 2,393 | $ 5,098 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes at the Statutory Federal Income Tax Rate to the Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal tax provision at the statutory rate | $ 3,687 | $ 2,152 | $ 4,802 |
State income tax provision, net of federal benefit | 424 | 539 | 673 |
Tax credits | (583) | (560) | (425) |
Change in state valuation allowance | 322 | 308 | (8) |
Tax Act revaluation of deferred tax balances | (2,685) | ||
Other | (636) | (46) | 56 |
Provision for income taxes | $ 529 | $ 2,393 | $ 5,098 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes Disclosure [Line Items] | |||
Valuation allowance | $ 1,110,000 | $ 654,000 | |
Research and development tax credit carryforward expiration year | Dec. 31, 2037 | ||
Alternative minimum tax credit carryforward | $ 837,000 | ||
2017 Tax Act, reduction in deferred tax liability | 2,685,000 | ||
Accrued interest and penalties | 3,000 | 18,000 | |
Unrecognized tax benefits | 337,000 | $ 350,000 | |
Decrease in unrecognized tax benefits | $ 23,000 | ||
Scenario, Forecast [Member] | |||
Income Taxes Disclosure [Line Items] | |||
U.S. federal corporate income tax rate | 21.00% | ||
Earliest Tax Year [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Loss carryforwards will expire in years | Dec. 31, 2018 | ||
Latest Tax Year [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Loss carryforwards will expire in years | Dec. 31, 2027 | ||
Federal [Member] | Earliest Tax Year [Member] | |||
Income Taxes Disclosure [Line Items] | |||
U.S. federal tax examinations for tax period | 2,015 | ||
Federal [Member] | Latest Tax Year [Member] | |||
Income Taxes Disclosure [Line Items] | |||
U.S. federal tax examinations for tax period | 2,017 | ||
State [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 19,500,000 | ||
Research and Development [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Research and development tax credit carryforward | $ 2,300,000 |
Income Taxes - Reconciliation62
Income Taxes - Reconciliation of the Beginning and Ending Liability for Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ 397 | $ 658 |
Additions for tax positions in the current year | 10 | 64 |
Reductions for tax positions of prior years | (47) | (325) |
Balance at end of year | $ 360 | $ 397 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 548 | $ 332 |
Accrued liabilities | 1,981 | 1,275 |
Tax credits | 3,115 | 1,397 |
Stock based compensation | 841 | 1,171 |
Deferred revenue | 1,467 | 1,818 |
Depreciation | 617 | 1,119 |
Basis difference on investments | 327 | 316 |
Net operating loss carryforwards | 1,015 | 743 |
Total deferred tax assets | 9,911 | 8,171 |
Less: Valuation allowance | (1,110) | (654) |
Deferred tax assets, net of valuation allowance | 8,801 | 7,517 |
Deferred tax liabilities: | ||
Deductible goodwill | 2,917 | 3,267 |
Nondeductible intangible assets | 1,330 | 2,523 |
Prepaid assets | 1,881 | 1,894 |
Capitalized software development | 4,599 | 5,801 |
Total deferred tax liabilities | 10,727 | 13,485 |
Net deferred tax liabilities | $ (1,926) | $ (5,968) |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2015Employeesshares | Jun. 30, 2015USD ($)Employeesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unissued common stock reserved for future stock option grants | shares | 1.3 | ||||
Closing stock price | $ / shares | $ 23.16 | ||||
Weighted average remaining contractual term of options, outstanding | 10 months 25 days | ||||
Weighted average remaining contractual term of options, exercisable | 10 months 25 days | ||||
Payments related to RSUs and stock options for the employees' tax obligations to taxing authorities | $ 412,000 | $ 316,000 | $ 756,000 | ||
Weighted average expense recognition period | 2 years 6 months 21 days | ||||
Excess tax benefits related to stock based awards | $ 426,000 | ||||
Stock based compensation expense | 1,852,000 | 1,968,000 | 3,280,000 | ||
RSUs [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate fair value of RSU awards that vested | $ 1,900,000 | $ 1,500,000 | |||
Shares withheld for RSUs | shares | 17,122 | 15,373 | |||
Payments related to RSUs and stock options for the employees' tax obligations to taxing authorities | $ 412,000 | $ 316,000 | 230,000 | ||
Total unrecognized compensation expense related to non-vested stock options | $ 3,400,000 | ||||
Restricted share units issued | shares | 111,000 | ||||
Stock Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of employees eligible to receive common stock | Employees | 600 | ||||
Minimum eligible period of service required for the employees to receive common stock | 1 year | ||||
Stock based compensation expense | $ 1,500,000 | ||||
Common stock issued under stock plans, number of shares withheld | shares | 17,279 | ||||
Total payments to taxing authorities for stock awards | $ 526,000 | ||||
Chief Executive Officer [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock contributed | shares | 54,241 | ||||
Restricted share units issued | shares | 49,310 | ||||
Number of employees eligible to receive common stock | Employees | 600 | ||||
Stock based compensation expense | $ 1,500,000 | ||||
Chief Executive Officer [Member] | Stock Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock contributed | shares | 54,241 | ||||
Restricted share units issued | shares | 49,310 | ||||
Maximum [Member] | RSUs [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period of the options and RSU's granted | 4 years | ||||
Maximum [Member] | Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Term of options granted | 10 years |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Activity and Various Other Information Relative to Stock Options (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Outstanding at beginning of period, Common Shares | shares | 476 |
Granted, Common Shares | shares | 0 |
Exercised, Common Shares | shares | (100) |
Expired, Common Shares | shares | 0 |
Forfeited, Common Shares | shares | 0 |
Outstanding at end of period, Common Shares | shares | 376 |
Exercisable at end of period, Common Shares | shares | 376 |
Outstanding at beginning of period, Weighted-Average Exercise Price | $ / shares | $ 6.74 |
Granted, Weighted-Average Exercise Price | $ / shares | 0 |
Exercised, Weighted-Average Exercise Price | $ / shares | 4.13 |
Expired, Weighted-Average Exercise Price | $ / shares | 0 |
Forfeited, Weighted-Average Exercise Price | $ / shares | 0 |
Outstanding at end of period, Weighted-Average Exercise Price | $ / shares | 7.44 |
Exercisable at end of period, Weighted-Average Exercise Price | $ / shares | $ 7.44 |
Outstanding at end of period, Aggregate Intrinsic Value | $ | $ 5,912 |
Exercisable at end of period, Aggregate Intrinsic Value | $ | $ 5,912 |
Stock Based Compensation - Othe
Stock Based Compensation - Other Information Relative to Option Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Total grant date fair value of stock options vested | $ 232 | ||
Total intrinsic value of stock options exercised | $ 1,973 | $ 820 | 1,662 |
Cash proceeds from exercise of stock options | $ 413 | $ 145 | $ 328 |
Stock Based Compensation - Su67
Stock Based Compensation - Summary of Activity Relative to RSU's (Detail) - RSUs [Member] $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding at beginning of period, shares | shares | 253 |
Granted | shares | 111 |
Vested | shares | (77) |
Forfeited | shares | (28) |
Outstanding at end of period, shares | shares | 259 |
Outstanding at beginning of period, Weighted-Average Grant Date Fair Value | $ / shares | $ 23.36 |
Granted, Weighted-Average Grant Date Fair Value | $ / shares | 23.43 |
Vested, Weighted-Average Grant Date Fair Value | $ / shares | 24.21 |
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares | 23.39 |
Outstanding at end of period, Weighted-Average Grant Date Fair Value | $ / shares | $ 23.13 |
Aggregate intrinsic Value | $ | $ 6,002 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock Based Compensation Expense Recorded in Consolidated Statements of Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock based compensation expense | $ 1,852 | $ 1,968 | $ 3,280 |
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 | 76 | 144 | 824 |
Product Development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock based compensation expense | 258 | 178 | 569 |
Sales and Marketing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock based compensation expense | 240 | 239 | 547 |
Other General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock based compensation expense | $ 1,278 | $ 1,407 | $ 1,340 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Sale Of Subsidiary [Abstract] | |||
Employees minimum age eligibility to participate in plan | 21 years | ||
Minimum number of days required to be eligible for participation in plan | 30 days | ||
Defined contribution plan, employer matching contribution amount | $ 909,000 | $ 391,000 | $ 645,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Line of Credit Facility [Line Items] | ||
Debt outstanding | $ 0 | $ 0 |
SunTrust Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Description of 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. | |
SunTrust Bank [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Commitment fee paid per annum | 0.30% | |
SunTrust Bank [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Commitment fee paid per annum | 0.20% | |
Revolving Credit Facility [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest coverage ratio | 300.00% | |
Revolving Credit Facility [Member] | SunTrust Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Maturity date of Loan agreement | Nov. 24, 2018 | |
Maximum borrowing capacity under credit facility | $ 50,000,000 | |
Increase in revolving credit facility | $ 25,000,000 | |
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 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%. | |
Principal payments prior to maturity | $ 0 | |
Outstanding and borrowing balance on the revolving credit facility | 0 | |
Revolving Credit Facility [Member] | SunTrust Bank [Member] | Swing Line Sub Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity under credit facility | 5,000,000 | |
Revolving Credit Facility [Member] | SunTrust Bank [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] | SunTrust Bank [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] | SunTrust Bank [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Interest Rate During Period | 1.00% | |
Revolving Credit Facility [Member] | SunTrust Bank [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Maximum total leverage ratio | 300.00% | |
Revolving Credit Facility [Member] | SunTrust Bank [Member] | Maximum [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Applicable margin for loans | 1.50% | |
Revolving Credit Facility [Member] | SunTrust Bank [Member] | Maximum [Member] | Eurodollar [Member] | ||
Line of Credit Facility [Line Items] | ||
Applicable margin for loans | 2.00% | |
Revolving Credit Facility [Member] | SunTrust Bank [Member] | Minimum [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Applicable margin for loans | 0.50% | |
Revolving Credit Facility [Member] | SunTrust Bank [Member] | Minimum [Member] | Eurodollar [Member] | ||
Line of Credit Facility [Line Items] | ||
Applicable margin for loans | 1.50% |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2018 | |
Operating Leases Disclosure [Line Items] | ||||
Total rent expense under all operating leases | $ 7,600,000 | $ 5,600,000 | $ 4,300,000 | |
Scenario, Forecast [Member] | ||||
Operating Leases Disclosure [Line Items] | ||||
Future minimum rental payments | $ 148,000 |
Leases - Future Rental Payment
Leases - Future Rental Payment Commitments under Non-Cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Leases [Abstract] | |
2,018 | $ 4,720 |
2,019 | 3,495 |
2,020 | 3,920 |
2,021 | 3,750 |
2,022 | 3,744 |
Thereafter | 20,361 |
Total minimum lease payments | $ 39,990 |
Collaborative Arrangement - Add
Collaborative Arrangement - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Collaborative arrangement profit/loss sharing percentage | 50.00% | ||
Expenses related to collaborative arrangement | $ 1.2 | $ 1.4 | $ 1.8 |
Collaborative Arrangement, Product [Member] | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Collaborative arrangement revenues | $ 2.2 | $ 2.7 | $ 2.2 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2015USD ($)Employeesshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | ||||
Stock based compensation expense | $ | $ 1,852 | $ 1,968 | $ 3,280 | |
Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of common stock contributed | 54,241 | |||
Restricted share units issued | 49,310 | |||
Number of employees eligible to receive common stock | Employees | 600 | |||
Stock based compensation expense | $ | $ 1,500 | |||
Common stock unissued shares treated as expense | 4,931 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($) | Feb. 12, 2018 | Mar. 31, 2018 |
Subsequent Event [Line Items] | ||
Special cash dividend | $ 1 | |
Dividend payable date | Apr. 3, 2018 | |
Dividend record date | Mar. 6, 2018 | |
Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Pre-tax gain on sale of business | $ 34,000,000 | |
Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Pre-tax gain on sale of business | $ 38,000,000 | |
Patient Experience Solutions [Member] | ||
Subsequent Event [Line Items] | ||
Consideration received | $ 65,500,000 | |
Consideration held in escrow | $ 6,500,000 |