Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 24, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | HSTM | |
Entity Registrant Name | HEALTHSTREAM INC | |
Entity Central Index Key | 0001095565 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 32,378,352 | |
Entity Shell Company | false | |
Entity File Number | 000-27701 | |
Entity Tax Identification Number | 62-1443555 | |
Entity Address, Address Line One | 500 11th Avenue North | |
Entity Address, Address Line Two | Suite 1000 | |
Entity Address, City or Town | Nashville | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37203 | |
City Area Code | 615 | |
Local Phone Number | 301‑3100 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | TN | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock (Par Value $0.00) | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 133,914 | $ 134,321 |
Marketable securities | 38,724 | 34,497 |
Accounts receivable, net of allowance for doubtful accounts of $824 and $1,161 at September 30, 2019 and December 31, 2018, respectively | 25,921 | 38,124 |
Accounts receivable - unbilled | 2,333 | 2,880 |
Prepaid royalties, net of amortization | 11,875 | 13,596 |
Other prepaid expenses and other current assets | 10,200 | 18,016 |
Total current assets | 222,967 | 241,434 |
Property and equipment, net of accumulated depreciation of $18,720 and $20,827 at September 30, 2019 and December 31, 2018, respectively | 26,931 | 15,866 |
Capitalized software development, net of accumulated amortization of $54,887 and $46,757 at September 30, 2019 and December 31, 2018, respectively | 20,701 | 18,352 |
Operating lease right of use assets, net | 30,134 | |
Goodwill | 97,538 | 86,144 |
Deferred tax assets | 251 | 145 |
Deferred commissions | 15,725 | 16,470 |
Non-marketable equity investments | 6,805 | 3,376 |
Other assets | 982 | 783 |
Total assets | 480,197 | 441,948 |
Current liabilities: | ||
Accounts payable and accrued expenses | 19,930 | 25,037 |
Accrued royalties | 15,204 | 15,756 |
Deferred revenue | 64,565 | 66,061 |
Total current liabilities | 99,699 | 106,854 |
Deferred tax liabilities | 12,872 | 11,068 |
Deferred revenue, noncurrent | 2,052 | 2,868 |
Operating lease liability, noncurrent | 31,338 | |
Other long term liabilities | 343 | 2,211 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock, no par value, 75,000 shares authorized; 32,378 and 32,325 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 289,424 | 286,597 |
Retained earnings | 44,460 | 32,373 |
Accumulated other comprehensive income (loss) | 9 | (23) |
Total shareholders’ equity | 333,893 | 318,947 |
Total liabilities and shareholders’ equity | 480,197 | 441,948 |
Customer-Related Intangible Assets [Member] | ||
Current assets: | ||
Intangible assets, net | 52,099 | 53,469 |
Other Intangible Assets [Member] | ||
Current assets: | ||
Intangible assets, net | $ 6,064 | $ 5,909 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Allowance for doubtful accounts, net | $ 824 | $ 1,161 |
Accumulated depreciation on property and equipment | 18,720 | 20,827 |
Accumulated amortization on capitalized software development | $ 54,887 | $ 46,757 |
Common stock, no par value | ||
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 32,378,000 | 32,325,000 |
Common stock, shares outstanding | 32,378,000 | 32,325,000 |
Customer-Related Intangible Assets [Member] | ||
Accumulated amortization on intangible assets | $ 28,116 | $ 23,245 |
Other Intangible Assets [Member] | ||
Accumulated amortization on intangible assets | $ 11,958 | $ 9,663 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 62,450 | $ 59,925 | $ 191,417 | $ 171,791 |
Operating costs and expenses: | ||||
Cost of revenues (excluding depreciation and amortization) | 25,348 | 25,102 | 79,015 | 70,586 |
Product development | 7,195 | 6,600 | 21,763 | 19,149 |
Sales and marketing | 9,003 | 8,559 | 28,343 | 26,536 |
Other general and administrative expenses | 10,007 | 8,997 | 30,283 | 24,769 |
Depreciation and amortization | 7,149 | 6,006 | 20,629 | 18,097 |
Total operating costs and expenses | 58,702 | 55,264 | 180,033 | 159,137 |
Operating income | 3,748 | 4,661 | 11,384 | 12,654 |
Other income (loss), net | 853 | (548) | 2,528 | 241 |
Income from continuing operations before income tax provision | 4,601 | 4,113 | 13,912 | 12,895 |
Income tax provision | 1,140 | 1,077 | 3,270 | 2,575 |
Income from continuing operations | 3,461 | 3,036 | 10,642 | 10,320 |
Loss from discontinued operations before income tax provision | (64) | |||
Gain on sale of discontinued operations | 340 | 1,960 | 29,490 | |
Income tax provision | 89 | 515 | 10,319 | |
Income from discontinued operations | 251 | 1,445 | 19,107 | |
Net income | $ 3,712 | $ 3,036 | $ 12,087 | $ 29,427 |
Net income per share – basic: | ||||
Continuing operations | $ 0.11 | $ 0.09 | $ 0.33 | $ 0.32 |
Discontinued operations | 0.04 | 0.59 | ||
Net income per share - basic | 0.11 | 0.09 | 0.37 | 0.91 |
Net income per share - diluted: | ||||
Continuing operations | 0.11 | 0.09 | 0.33 | 0.32 |
Discontinued operations | 0.04 | 0.59 | ||
Net income per share - diluted | $ 0.11 | $ 0.09 | $ 0.37 | $ 0.91 |
Weighted average shares of common stock outstanding: | ||||
Basic | 32,376 | 32,322 | 32,369 | 32,244 |
Diluted | 32,437 | 32,415 | 32,416 | 32,308 |
Dividends declared per share | $ 1 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ 3,712 | $ 3,036 | $ 12,087 | $ 29,427 |
Other comprehensive (loss) income, net of taxes: | ||||
Unrealized (loss) gain on marketable securities | (14) | 16 | 32 | 21 |
Total other comprehensive (loss) income | (14) | 16 | 32 | 21 |
Comprehensive income | $ 3,698 | $ 3,052 | $ 12,119 | $ 29,448 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive (Loss) Income [Member] |
Beginning balance at Dec. 31, 2017 | $ 300,170 | $ 282,666 | $ 17,542 | $ (38) |
Beginning balance, shares at Dec. 31, 2017 | 31,908 | |||
Cumulative effect of accounting change | 15,132 | 15,132 | ||
Net income | 23,846 | 23,846 | ||
Comprehensive income (loss) | 15 | 15 | ||
Dividends declared on common stock ($1.00 per share) | (32,518) | (32,518) | ||
Stock based compensation | 328 | $ 328 | ||
Common stock issued under stock plans, net of shares withheld for employee taxes | 2,071 | $ 2,071 | ||
Common stock issued under stock plans, net of shares withheld for employee taxes, shares | 394 | |||
Ending balance at Mar. 31, 2018 | 309,044 | $ 285,065 | 24,002 | (23) |
Ending balance, shares at Mar. 31, 2018 | 32,302 | |||
Beginning balance at Dec. 31, 2017 | 300,170 | $ 282,666 | 17,542 | (38) |
Beginning balance, shares at Dec. 31, 2017 | 31,908 | |||
Net income | 29,427 | |||
Comprehensive income (loss) | 21 | |||
Ending balance at Sep. 30, 2018 | 315,694 | $ 286,128 | 29,583 | (17) |
Ending balance, shares at Sep. 30, 2018 | 32,325 | |||
Beginning balance at Mar. 31, 2018 | 309,044 | $ 285,065 | 24,002 | (23) |
Beginning balance, shares at Mar. 31, 2018 | 32,302 | |||
Net income | 2,545 | 2,545 | ||
Comprehensive income (loss) | (10) | (10) | ||
Stock based compensation | 427 | $ 427 | ||
Common stock issued under stock plans, net of shares withheld for employee taxes | 181 | $ 181 | ||
Common stock issued under stock plans, net of shares withheld for employee taxes, shares | 15 | |||
Ending balance at Jun. 30, 2018 | 312,187 | $ 285,673 | 26,547 | (33) |
Ending balance, shares at Jun. 30, 2018 | 32,317 | |||
Net income | 3,036 | 3,036 | ||
Comprehensive income (loss) | 16 | 16 | ||
Stock based compensation | 460 | $ 460 | ||
Common stock issued under stock plans, net of shares withheld for employee taxes | (5) | $ (5) | ||
Common stock issued under stock plans, net of shares withheld for employee taxes, shares | 8 | |||
Ending balance at Sep. 30, 2018 | 315,694 | $ 286,128 | 29,583 | (17) |
Ending balance, shares at Sep. 30, 2018 | 32,325 | |||
Beginning balance at Dec. 31, 2018 | $ 318,947 | $ 286,597 | 32,373 | (23) |
Beginning balance, shares at Dec. 31, 2018 | 32,325 | 32,325 | ||
Net income | $ 5,974 | 5,974 | ||
Comprehensive income (loss) | 32 | 32 | ||
Stock based compensation | 516 | $ 516 | ||
Common stock issued under stock plans, net of shares withheld for employee taxes | (328) | $ (328) | ||
Common stock issued under stock plans, net of shares withheld for employee taxes, shares | 63 | |||
Ending balance at Mar. 31, 2019 | 325,141 | $ 286,785 | 38,347 | 9 |
Ending balance, shares at Mar. 31, 2019 | 32,388 | |||
Beginning balance at Dec. 31, 2018 | $ 318,947 | $ 286,597 | 32,373 | (23) |
Beginning balance, shares at Dec. 31, 2018 | 32,325 | 32,325 | ||
Net income | $ 12,087 | |||
Comprehensive income (loss) | 32 | |||
Ending balance at Sep. 30, 2019 | $ 333,893 | $ 289,424 | 44,460 | 9 |
Ending balance, shares at Sep. 30, 2019 | 32,378 | 32,378 | ||
Beginning balance at Mar. 31, 2019 | $ 325,141 | $ 286,785 | 38,347 | 9 |
Beginning balance, shares at Mar. 31, 2019 | 32,388 | |||
Net income | 2,401 | 2,401 | ||
Comprehensive income (loss) | 14 | 14 | ||
Stock donated to Company (held in treasury) | (86) | |||
Stock based compensation | 2,558 | $ 2,558 | ||
Common stock issued under stock plans, net of shares withheld for employee taxes | (443) | $ (443) | ||
Common stock issued under stock plans, net of shares withheld for employee taxes, shares | 72 | |||
Ending balance at Jun. 30, 2019 | 329,671 | $ 288,900 | 40,748 | 23 |
Ending balance, shares at Jun. 30, 2019 | 32,374 | |||
Net income | 3,712 | 3,712 | ||
Comprehensive income (loss) | (14) | (14) | ||
Stock based compensation | 569 | $ 569 | ||
Common stock issued under stock plans, net of shares withheld for employee taxes | (45) | $ (45) | ||
Common stock issued under stock plans, net of shares withheld for employee taxes, shares | 4 | |||
Ending balance at Sep. 30, 2019 | $ 333,893 | $ 289,424 | $ 44,460 | $ 9 |
Ending balance, shares at Sep. 30, 2019 | 32,378 | 32,378 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended |
Mar. 31, 2018 | Sep. 30, 2018 | |
Statement Of Stockholders Equity [Abstract] | ||
Dividends per share common stock | $ 1 | $ 1 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
OPERATING ACTIVITIES: | ||
Net income | $ 12,087 | $ 29,427 |
Income from discontinued operations | (1,445) | (19,107) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 20,629 | 18,097 |
Stock based compensation | 3,643 | 1,306 |
Amortization of deferred commissions | 6,269 | 5,695 |
Provision for doubtful accounts | 99 | 690 |
Deferred income taxes | 1,803 | 661 |
Gain on equity method investments | (87) | (25) |
Change in fair value of non-marketable equity investments | 1,271 | |
Other | (101) | (22) |
Changes in operating assets and liabilities: | ||
Accounts and unbilled receivables | 13,624 | 5,865 |
Prepaid royalties | 1,720 | 1,030 |
Other prepaid expenses and other current assets | 4,090 | (682) |
Deferred commissions | (5,524) | (6,618) |
Other assets | (178) | (4) |
Accounts payable and accrued expenses | (1,077) | (10,811) |
Accrued royalties | (552) | 2,373 |
Deferred revenue | (2,453) | 658 |
Net cash provided by continuing operating activities | 52,547 | 29,804 |
Net cash used in discontinued operating activities | (1,003) | |
Net cash provided by operating activities | 52,547 | 28,801 |
INVESTING ACTIVITIES: | ||
Business combinations, net of cash acquired | (18,018) | |
Proceeds from sale of discontinued operations | 6,035 | 57,827 |
Proceeds from maturities of marketable securities | 58,637 | 59,452 |
Purchases of marketable securities | (62,742) | (57,085) |
Proceeds from sale of property and equipment | 13 | |
Payments to acquire non-marketable equity investments | (3,342) | (833) |
Payments associated with capitalized software development | (11,179) | (8,042) |
Purchases of property and equipment | (21,451) | (4,342) |
Net cash (used in) provided by continuing investing activities | (52,047) | 46,977 |
Net cash used in discontinued investing activities | (115) | |
Net cash (used in) provided by investing activities | (52,047) | 46,862 |
FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 214 | 2,582 |
Taxes paid related to net settlement of equity awards | (1,030) | (335) |
Payments of earn-outs related to acquisitions | (38) | (38) |
Payment of cash dividends | (53) | (32,357) |
Net cash used in continuing financing activities | (907) | (30,148) |
Net cash used in financing activities | (907) | (30,148) |
Net (decrease) increase in cash and cash equivalents | (407) | 45,515 |
Cash and cash equivalents at beginning of period | 134,321 | 84,768 |
Cash and cash equivalents at end of period | $ 133,914 | $ 130,283 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION The accompanying Condensed Consolidated Financial Statements (unaudited) have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10‑Q and Article 10 of Regulation S‑X. Accordingly, Condensed Consolidated Financial Statements do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All intercompany transactions have been eliminated in consolidation. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. On February 12, 2018, the Company divested its Patient Experience (“PX”) business to Press Ganey Associates, Inc. (“Press Ganey”). The sale of the PX business resulted in the Company’s divestiture of the Company’s patient experience solutions business segment. The Company has classified the results of its previously owned PX segment as discontinued operations in its Condensed Consolidated Statements of Income and Cash Flows for all periods presented. See Note 8 for additional information. The Condensed Consolidated Balance Sheet at December 31, 2018 has been derived from the audited Consolidated Financial Statements at that date but does not include all of the information and footnotes required by US GAAP for complete financial statements. For further information, refer to the Consolidated Financial Statements and footnotes thereto for the year ended December 31, 2018 (included in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 25, 2019). |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. RECENT ACCOUNTING PRONOUNCEMENTS Accounting Standards Recently Adopted In February 2016, the FASB issued ASU 2016-02, Leases (“ASC 842”), Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-03, Financial Instruments—Credit Losses (“ASC 326”): Measurement of Credit Losses on Financial Instruments |
Revenue Recognition And Sales C
Revenue Recognition And Sales Commissions | 9 Months Ended |
Sep. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition And Sales Commissions | 3. REVENUE RECOGNITION AND SALES COMMISSIONS Revenue Recognition Revenues are recognized when control of promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. ASU 2014-09, Revenue from Contracts with Customer Revenue is recognized based on the following five-step model: • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation The following table represents our revenues included in continuing operations from contracts with customers disaggregated by revenue source for the three and nine months ended September 30, 2019 and 2018 (in thousands). Sales taxes are excluded from revenues. Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Business Segments Workforce Solutions Provider Solutions Consolidated Workforce Solutions Provider Solutions Consolidated Subscription/SaaS $ 49,339 $ 9,660 $ 58,999 $ 153,035 $ 28,241 $ 181,276 Professional services 1,684 1,767 3,451 4,704 5,437 10,141 Total revenues, net $ 51,023 $ 11,427 $ 62,450 $ 157,739 $ 33,678 $ 191,417 Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Business Segments Workforce Solutions Provider Solutions Consolidated Workforce Solutions Provider Solutions Consolidated Subscription/SaaS $ 47,639 $ 8,521 $ 56,160 $ 137,083 $ 26,221 $ 163,304 Professional services 1,489 2,276 3,765 3,960 4,527 8,487 Total revenues, net $ 49,128 $ 10,797 $ 59,925 $ 141,043 $ 30,748 $ 171,791 Subscription/SaaS services revenues primarily consist of fees in consideration of providing customers access to one or more of our SaaS-based solutions and/or courseware subscriptions, as well as fees related to licensing agreements, all of which include routine customer support and technology enhancements. Revenue is generally recognized over time during the contract term beginning when the service is made available to the customer. Subscription/SaaS contracts are generally non-cancelable, one to five years in length, and billed annually, semi-annually, quarterly, or monthly in advance. Professional services revenues primarily consist of fees for implementation services, custom courseware development, and training. The majority of our professional services contracts are billed in advance based on a fixed price basis, and revenue is recognized over time as the services are performed. For both subscription/SaaS services and professional services, t he time between billing the customer and when performance obligations are satisfied is generally not significant. Our contracts with customers often contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The contract price, which represents transaction price, is allocated to the separate performance obligations on a relative standalone selling price basis. We generally determine standalone selling prices based on the standard list price for each product, We receive payments from customers based on billing schedules established in our contracts. Accounts receivable - unbilled represent contract assets related to our conditional right to consideration for subscription/SaaS and professional services contracts where performance has occurred under the contract. Accounts receivable are primarily comprised of trade receivables that are recorded at the invoice amount, net of an allowance for doubtful accounts, when the right to consideration becomes unconditional. For the three months ended September 30, 2019 and 2018, the Company recognized $51,000 and $300,000 in impairment losses on receivables and contract assets arising from the Company’s contracts with customers. Deferred revenue represents contract liabilities that are recorded when cash payments are received or are due in advance of our satisfaction of performance obligations. During the three months ended September 30, 2019 and 2018, we recognized $33.8 million and $32.4 million of revenue from amounts included in deferred revenues at the beginning of the respective period, respectively. During the nine months ended September 30, 2019 and 2018, we recognized $61.3 million and $59.0 million of revenue from amounts included in deferred revenues at the beginning of the respective periods. As of September 30, 2019, $420 million of revenue is expected to be recognized from remaining performance obligations under contract with customers. We expect to recognize revenue with respect to approximately 48% of these remaining performance obligations over the next 12 months, with the remaining amounts recognized thereafter. Sales Commissions Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. T he Company’s sales commission plans for 2018 and 2019 typically include multiple payments, including initial payments in the period a customer contract is obtained and subsequent payments either 15 or 27 months after the initial payment. Non-commensurate commissions are amortized over the greater of the expected period of benefit or technological obsolescence period. , respectively |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 4. INCOME TAXES Income taxes are accounted for using the asset and liability method, whereby deferred tax assets and liabilities are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities measured at tax rates that will be in effect for the year in which the differences are expected to affect taxable income. During both the three months ended September 30, 2019 and 2018 $1.1 nine months ended September 30, 2019 and 2018 nine months ended September 30, 2019 and 2018 nine months ended September 30, 2019 and 2018 which reduced the effective tax rate compared to the statutory tax rates. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | 5. SHAREHOLDERS’ EQUITY Dividends on Common Stock On February 12, 2018, the Company’s Board of Directors declared a $1.00 per common share special cash dividend, which was paid on April 3, 2018 to shareholders of record on March 6, 2018. Stock Based Compensation The Company has stock awards outstanding under two stock incentive plans: the Company’s 2016 Omnibus Incentive Plan and 2010 Stock Incentive Plan. The Company accounts for its stock based compensation plans using the fair-value based method for costs related to stock based payments, including stock options and restricted share units (“RSUs”). During the nine months ended September 30, 2019, the Company issued 96,828 RSUs, subject to service-based time vesting, with a weighted average grant date fair value of $27.31 per share, measured based on the closing fair market value of the Company’s stock on the date of grant. During the nine months ended September 30, 2018, the Company issued 83,168 RSUs, subject to service-based time vesting, with a weighted average grant date fair value of $24.70 per share, measured based on the closing fair market value of the Company’s stock on the date of grant. Total stock based compensation expense recorded for the three and nine months ended September 30, 2019 and 2018, which is recorded within continuing operations in the Condensed Consolidated Statements of Income, is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Cost of revenues (excluding depreciation and amortization) $ 13 $ 10 $ 684 $ 28 Product development 77 72 895 217 Sales and marketing 57 50 575 132 Other general and administrative 422 327 1,489 929 Total stock based compensation expense $ 569 $ 459 $ 3,643 $ 1,306 Stock Awards During June 2019, the Company’s Chief Executive Officer, Robert A. Frist, Jr., contributed 78,520 of his personally owned shares of HealthStream, Inc. common stock (valued at $2.0 million) to the Company, without any consideration paid to him, for the benefit of the Company’s employees. In connection therewith, effective June 26, 2019 the Company approved the award of 78,520 fully vested shares of common stock to approximately 820 employees of the Company under the HealthStream, Inc. 2016 Omnibus Incentive Plan. These shares were issued in July 2019. As required by ASC Topic 718, Compensation – Stock Compensation |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 6. 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 available to common shareholders for the period by the weighted average number of potentially dilutive common and common equivalent shares outstanding during the period. Common equivalent shares are composed of incremental common shares issuable upon the exercise of stock options and RSUs subject to vesting. The dilutive effect of common equivalent shares is included in diluted earnings per share by application of the treasury stock method. The total number of common equivalent shares excluded from the calculations of diluted earnings per share due to their anti-dilutive effect or contingent performance conditions was 54,000 and 70,000 for the three months ended September 30, 2019 and 2018 nine months ended September 30, 2019 and 2018 The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2019 and 2018 (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator: Income from continuing operations $ 3,461 $ 3,036 $ 10,642 $ 10,320 Income from discontinued operations 251 — 1,445 19,107 Net income $ 3,712 $ 3,036 $ 12,087 $ 29,427 Denominator: Weighted-average shares outstanding 32,376 32,322 32,369 32,244 Effect of dilutive shares 61 93 47 64 Weighted-average diluted shares 32,437 32,415 32,416 32,308 Net income per share - basic: Continuing operations $ 0.11 $ 0.09 $ 0.33 $ 0.32 Discontinued operations — — 0.04 0.59 Net income per share - basic $ 0.11 $ 0.09 $ 0.37 $ 0.91 Net income per share - diluted: Continuing operations $ 0.11 $ 0.09 $ 0.33 $ 0.32 Discontinued operations — — 0.04 0.59 Net income per share - diluted $ 0.11 $ 0.09 $ 0.37 $ 0.91 |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | 7. MARKETABLE SECURITIES At September 30, 2019 and December 31, 2018, the fair value of marketable securities, which were all classified as available for sale, included the following (in thousands): September 30, 2019 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Level 2: Corporate debt securities $ 34,905 $ 11 $ (4 ) $ 34,912 Government-sponsored enterprise debt securities 3,811 1 — 3,812 Total $ 38,716 $ 12 $ (4 ) $ 38,724 December 31, 2018 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Level 2: Corporate debt securities $ 31,521 $ — $ (23 ) $ 31,498 Government-sponsored enterprise debt securities 2,999 — — 2,999 Total $ 34,520 $ — $ (23 ) $ 34,497 The carrying amounts reported in the Condensed Consolidated Balance Sheets approximate the fair value based on quoted market prices or alternative pricing sources and models utilizing market observable inputs. As of September 30, 2019, the Company does not consider any of its marketable securities to be other than temporarily impaired. During the three and nine months ended September 30, 2019 and 2018, the Company did not reclassify any items out of accumulated other comprehensive (loss) income to net income. All investments in marketable securities are classified as current assets on the balance sheet because the underlying securities mature within one year from the balance sheet date. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 8. DISCONTINUED OPERATIONS Patient Experience On February 12, 2018, the Company divested PX to Press Ganey for $65.2 million in cash (after giving effect to the post-closing working capital adjustment), resulting in a gain, net of tax, of $20.4 million, of which $19.0 million was recorded during the year ended December 31, 2018 and $1.4 million was recorded during the nine months ended September 30, 2019. Approximately $6.55 million of the proceeds was held in escrow for a period of time following the closing as a source of recovery for indemnification claims by Press Ganey, of which $6.22 million was released and paid to the Company in April 2019 and the remaining $328,000 was released and paid to the Company in August 2019. This sale of the PX business resulted in the Company’s divestiture of the Company’s patient experience solutions business segment. The Company has classified the results of the patient experience solutions business segment as discontinued operations in its Condensed Consolidated Statements of Income and Cash Flows for all periods presented. The financial results of the PX business for the period prior to divestiture during the nine months ended September 30, 2018 , are presented in discontinued operations in the Company’s Condensed Consolidated Statement of Income. The following table presents financial results of the PX business (in thousands): Nine Months Ended September 30, 2018 Revenues, net $ 3,342 Operating costs and expenses: Cost of revenues (excluding depreciation and amortization) 1,982 Product development 554 Sales and marketing 460 Other general and administrative expenses 229 Depreciation and amortization 181 Total operating costs and expenses 3,406 Operating loss (64 ) Other loss — Loss from discontinued operations before income tax provision (64 ) Income tax provision — Loss from discontinued operations, net of income taxes $ (64 ) |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2019 | |
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) and provider credentialing, privileging, and enrollment products and services (HealthStream Provider Solutions). As noted above, the sale of the PX business on February 12, 2018 resulted in the Company’s divestiture of the Company’s Patient Experience Solutions segment. Beginning with the first quarter of 2018, the Company classified the results of its Patient Experience segment as discontinued operations in its Condensed Consolidated Statements of Income and Cash Flows for all periods presented. See Note 8 for additional information. The Company measures segment performance based on operating income before income taxes and prior to the allocation of certain corporate overhead expenses, interest income, interest expense, and depreciation. The Unallocated component below includes corporate functions, such as accounting, human resources, legal, investor relations, administrative, and executive personnel, depreciation, a portion of amortization, and certain other expenses, which are not currently allocated in measuring segment performance. Three Months Ended September 30, Nine Months Ended September 30, Revenues, net: 2019 2018 2019 2018 Workforce Solutions $ 51,023 $ 49,128 $ 157,739 $ 141,043 Provider Solutions 11,427 10,797 33,678 30,748 Total revenues, net $ 62,450 $ 59,925 $ 191,417 $ 171,791 Operating income from continuing operations: Workforce Solutions $ 10,274 $ 10,013 $ 30,694 $ 29,074 Provider Solutions 1,385 1,684 4,206 2,973 Unallocated (7,911 ) (7,036 ) (23,516 ) (19,393 ) Total operating income from continuing operations $ 3,748 $ 4,661 $ 11,384 $ 12,654 Segment assets * September 30, 2019 December 31, 2018 Workforce Solutions $ 117,890 $ 104,668 Provider Solutions 138,468 145,637 Unallocated 223,839 191,643 Total assets $ 480,197 $ 441,948 * Segment assets include accounts and unbilled receivables, prepaid and other current assets, other assets, capitalized software development, certain property and equipment, goodwill 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. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Business Combination | 10. BUSINESS COMBINATION Providigm, LLC On January 10, 2019, the Company acquired the outstanding equity of Providigm, LLC (“Providigm”), a Denver, Colorado based company focusing on quality assurance and performance improvement in healthcare, primarily serving skilled nursing facilities. The Company acquired Providigm to add its comprehensive quality management system, known as “abaqis®,” to its product portfolio and gain customers in the skilled nursing market. The consideration paid for Providigm consisted of $18.0 million in cash, which the Company funded with cash on hand. In addition, up to an additional $500,000 in cash may be paid by the Company based on the financial performance of Providigm during an 18-month period following closing. Of the purchase price paid by the Company at closing, $3.65 million is being held in escrow for a period of time following the closing to serve as a source of recovery for certain potential indemnification claims by the Company. The Company incurred $388,000 in transaction costs, of which $63,000 was incurred during the nine months ended September 30, 2019 and $325,000 was incurred during 2018. The transaction costs were recorded in Other general and administrative expense in the Condensed Consolidated Statements of Income for such periods. The results of operations for Providigm have been included in the HealthStream Workforce Solutions segment of the Company’s Financial Statements from the date of acquisition. A summary of the purchase price is as follows (in thousands): Cash paid at closing $ 14,368 Cash held in escrow 3,650 Total consideration paid $ 18,018 The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed as of the date of acquisition (in thousands): Accounts and unbilled receivable, net $ 960 Prepaid assets 847 Property and equipment 50 Operating lease right-of-use assets 1,233 Other assets 49 Deferred tax assets 104 Goodwill 11,395 Intangible assets 5,950 Accounts payable and accrued liabilities (1,196 ) Deferred revenue (141 ) Operating lease liabilities (1,233 ) Net assets acquired $ 18,018 The excess of preliminary purchase price over the preliminary fair values of net tangible and intangible assets is recorded as goodwill. The preliminary fair values of tangible and identifiable intangible assets and liabilities are based on management’s estimates and assumptions. During the three months ended September 30, 2019, the Company updated the composition and valuation of intangible assets and recorded a measurement period adjustment increasing goodwill and decreasing intangible assets by approximately $300,000. The preliminary fair values of assets acquired and liabilities assumed continue to be subject to change during the measurement period (up to one year from the acquisition date) as the Company finalizes the valuation of these items. The primary areas of the preliminary purchase price allocation that are not finalized include the composition and valuation of intangible assets and indemnification asset and liability. The goodwill balance is primarily attributed to the assembled workforce, additional market opportunities from offering Providigm’s products, and expected synergies from integrating Providigm with other products or other combined functional areas within the Company. The goodwill balance is deductible for U.S. income tax purposes. The net tangible assets include deferred revenue, which was adjusted down from a book value at the acquisition date of $266,000 to an estimated fair value of $141,000. The $125,000 write-down of deferred revenue will result in lower revenues than would have otherwise been recognized for such services. The acquired assets and liabilities include a $750,000 indemnification asset and liability related to tax liabilities. The purchase agreement also contains a provision for up to $500,000 of additional consideration based on the achievement of financial performance targets by Providigm during an 18-month period following the closing date. Management assessed the likelihood of achieving the financial performance targets, which has been included in the preliminary purchase price allocation The following table sets forth the preliminary components of identifiable intangible assets and their estimated useful lives as of the acquisition date (in thousands): Preliminary Fair Value Useful life Customer relationships $ 3,500 12 years Developed technology 2,200 5 years Trade Name 250 7 years Total preliminary intangible assets subject to amortization $ 5,950 The amounts of revenue and operating income (loss) of Providigm included in the Company’s Condensed Consolidated Statements of Income since the date of acquisition of January 10, 2019 for the three and nine months ended September 30, 2019 are as follows (in thousands): Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Revenues, net $ 1,862 $ 5,199 Operating income (loss) $ 30 $ (458 ) The following unaudited pro forma financial information summarizes the combined results of continuing and discontinued operations of the Company, unless otherwise noted, and Providigm as though the companies were combined as of January 1, 2018 (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Total revenues $ 62,450 $ 62,502 $ 191,728 $ 182,102 Income from continuing operations $ 3,461 $ 3,222 $ 10,696 $ 10,320 Net income $ 3,712 $ 3,222 $ 12,141 $ 29,427 Net income per share - basic $ 0.11 $ 0.10 $ 0.38 $ 0.91 Net income per share - diluted $ 0.11 $ 0.10 $ 0.38 $ 0.91 These unaudited pro forma combined results of operations include certain adjustments arising from the acquisition, such as amortization of intangible assets, depreciation of property and equipment, interest expense related to Providigm’s previously outstanding debt, 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 earliest period presented or to project the Company’s results of operations in any future period. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 11. DEBT Revolving Credit Facility On December 31, 2018, the Company entered into a Second Amendment to its Revolving Credit Agreement, dated as of November 24, 2014 (as amended, the “Revolving Credit Facility”), with SunTrust Bank (“SunTrust”), which extended the maturity date to November 24, 2020. Under the Revolving Credit Facility, the Company may borrow up to $50.0 million, which includes a $5.0 million swing line sub-facility and a $5.0 million letter of credit sub-facility, as well as an accordion feature that allows the Company to increase the Revolving Credit Facility by a total of up to $25.0 million, subject to securing additional commitments from existing lenders or new lending institutions. The obligations under the Revolving Credit Facility are guaranteed by each of the Company’s subsidiaries. At the Company’s election, the borrowings under the Revolving Credit Facility bear interest at either (1) a rate per annum equal to the highest of SunTrust’s prime rate or 0.5% in excess of the Federal Funds Rate or 1.0% in excess of one-month LIBOR (the “Base Rate”), plus an applicable margin, or (2) the one, two, three, or six month per annum LIBOR for deposits in the applicable currency (the “Eurocurrency Rate”), as selected by the Company, plus an applicable margin. The applicable margin for Eurocurrency Rate loans depends on the Company’s funded debt leverage ratio and varies from 1.50% to 2.00%. The applicable margin for Base Rate loans depends on the Company’s funded debt leverage ratio and varies from 0.50% to 1.50%. Commitment fees and letter of credit fees are also payable under the Revolving Credit Facility. Principal is payable in full at maturity on November 24, 2020, and there are no scheduled principal payments prior to maturity. The Company is required to pay a commitment fee ranging between 20 and 30 basis points per annum of the average daily unused portion of the Revolving Credit Facility, depending on the Company’s funded debt leverage ratio. The purpose of the Revolving Credit Facility is for general working capital needs, permitted acquisitions (as defined in the Revolving Credit Facility), 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 September 30, 2019, the Company was in compliance with all covenants. There were no balances outstanding on the Revolving Credit Facility as of or during the three and nine months ended September 30, 2019. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | 12. LEASES Effective January 1, 2019, the Company adopted ASC 842, which requires an entity to recognize a right-of-use (“ROU”) asset and a lease liability on the balance sheet for substantially all leases, including operating leases, using the modified retrospective approach. The Company elected to use the package of practicable expedients allowing companies to not reassess: (1) the lease classification for any expired or existing leases, (2) the treatment of initial direct costs as they related to existing leases, and (3) whether existing contracts are or contain leases. The Company did not elect the use of the hindsight practical expedient but did elect the practical expedient not to separate lease components from non-lease components related to its office space leases. Upon adoption of ASC 842, the Company had non-cancellable operating leases for office space subject to recognition as ROU assets. Accordingly, on January 1, 2019 the Company recorded $4.8 million in ROU assets and $6.4 million in operating lease liabilities (the difference of $1.6 million related to existing deferred rent liabilities as of December 31, 2018 which had the effect of reducing the ROU asset upon adoption). During 2019, the Company acquired an operating lease as part of its acquisition of Providigm, resulting in a $1.2 million ROU asset and lease liability, and another operating lease for office space commenced for the Company’s new corporate headquarters in Nashville, TN, resulting in a $26.5 million ROU asset and lease liability. As of September 30, 2019, the Company does not have any leases that have not yet commenced. The Company does not have any lease contracts that contain: (1) an option to extend that the Company is reasonably certain to exercise, (2) an option to terminate that the Company is reasonably certain not to exercise, or (3) an option to extend (or not to terminate) in which exercise of the option is controlled by the lessor. Additionally, the Company does not have any leases with residual value guarantees or material restrictive covenants. For leases already commenced, the lease term was determined to be the remaining months in the lease term as of January 1, 2019, the date of adoption. The Company has elected not to recognize leases with initial terms of one year or less on the balance sheet. Lease liabilities and their corresponding right-of-use assets have been recorded based on the present value of the future lease payments over the expected lease term. Most of the Company’s lease agreements contain provisions for escalating rent payments over the terms of the leases. The Company’s leases do not contain readily determinable implicit discount rates, and as such the Company must use its incremental borrowing rate to discount the future lease payments based on information available at lease commencement. The incremental borrowing rate was estimated by determining the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company’s operating lease cost as presented in Other general and administrative expense in the Condensed Consolidated Statement of Income was $1.1 million and $3.8 million for the three and nine months ended September 30, 2019, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was $1.5 million for the nine months ended September 30, 2019. As of September 30, 2019, the weighted-average remaining lease term was 10.8 years, and the weighted-average incremental borrowing rate was 6%. The table below presents the lease-related assets and liabilities recorded on the Condensed Consolidated Balance Sheet as of September 30, 2019 (in thousands). Assets Classification Operating lease right-of-use assets Operating lease right of use assets, net $ 30,134 Total leased assets $ 30,134 Liabilities Operating lease liabilities, current Accounts payable and accrued expenses $ 2,495 Operating lease liabilities, noncurrent Operating lease liability, noncurrent 31,338 Total operating lease liabilities $ 33,833 The table below presents the maturities of lease liabilities under non-cancellable leases as of September 30, 2019 (in thousands). 2019 936 2020 4,705 2021 4,505 2022 4,124 2023 3,979 Thereafter 28,655 Total undiscounted lease payments 46,904 Less imputed interest 13,071 Total lease liabilities $ 33,833 |
Non-Marketable Equity Investmen
Non-Marketable Equity Investments | 9 Months Ended |
Sep. 30, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Non-Marketable Equity Investments | 13. NON-MARKETABLE EQUITY INVESTMENTS Non-marketable equity investments where the Company is not able to exercise significant influence over the investee are accounted for using the measurement alternative for equity investments that do not have readily determinable fair values. ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10) , became effective for the Company as of January 1, 2018 and requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The aggregate carrying amount of all non-marketable equity investments was $5.4 million and $2.1 million as of September 30, 2019 and December 31, 2018, respectively, which carrying value we evaluate for impairment at each reporting period. Cumulatively, the Company has recorded $1.3 million in reductions to the carrying value of non-marketable equity investments due to downward changes in fair value based on observable prices from orderly transactions for similar investments made in the investee. The fair value of non-marketable equity investments is not estimated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Changes And Error Corrections [Abstract] | |
Accounting Standards Recently Adopted/Not Yet Adopted | Accounting Standards Recently Adopted In February 2016, the FASB issued ASU 2016-02, Leases (“ASC 842”), Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-03, Financial Instruments—Credit Losses (“ASC 326”): Measurement of Credit Losses on Financial Instruments |
Revenue Recognition And Sales_2
Revenue Recognition And Sales Commissions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Revenues Included in Continuing Operations from Contracts with Customers Disaggregated by Revenue Source | The following table represents our revenues included in continuing operations from contracts with customers disaggregated by revenue source for the three and nine months ended September 30, 2019 and 2018 (in thousands). Sales taxes are excluded from revenues. Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Business Segments Workforce Solutions Provider Solutions Consolidated Workforce Solutions Provider Solutions Consolidated Subscription/SaaS $ 49,339 $ 9,660 $ 58,999 $ 153,035 $ 28,241 $ 181,276 Professional services 1,684 1,767 3,451 4,704 5,437 10,141 Total revenues, net $ 51,023 $ 11,427 $ 62,450 $ 157,739 $ 33,678 $ 191,417 Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Business Segments Workforce Solutions Provider Solutions Consolidated Workforce Solutions Provider Solutions Consolidated Subscription/SaaS $ 47,639 $ 8,521 $ 56,160 $ 137,083 $ 26,221 $ 163,304 Professional services 1,489 2,276 3,765 3,960 4,527 8,487 Total revenues, net $ 49,128 $ 10,797 $ 59,925 $ 141,043 $ 30,748 $ 171,791 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stock Based Compensation Expense Recorded Within Continuing Operations in Condensed Consolidated Statements of Income | Total stock based compensation expense recorded for the three and nine months ended September 30, 2019 and 2018, which is recorded within continuing operations in the Condensed Consolidated Statements of Income, is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Cost of revenues (excluding depreciation and amortization) $ 13 $ 10 $ 684 $ 28 Product development 77 72 895 217 Sales and marketing 57 50 575 132 Other general and administrative 422 327 1,489 929 Total stock based compensation expense $ 569 $ 459 $ 3,643 $ 1,306 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 and nine months ended September 30, 2019 and 2018 (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator: Income from continuing operations $ 3,461 $ 3,036 $ 10,642 $ 10,320 Income from discontinued operations 251 — 1,445 19,107 Net income $ 3,712 $ 3,036 $ 12,087 $ 29,427 Denominator: Weighted-average shares outstanding 32,376 32,322 32,369 32,244 Effect of dilutive shares 61 93 47 64 Weighted-average diluted shares 32,437 32,415 32,416 32,308 Net income per share - basic: Continuing operations $ 0.11 $ 0.09 $ 0.33 $ 0.32 Discontinued operations — — 0.04 0.59 Net income per share - basic $ 0.11 $ 0.09 $ 0.37 $ 0.91 Net income per share - diluted: Continuing operations $ 0.11 $ 0.09 $ 0.33 $ 0.32 Discontinued operations — — 0.04 0.59 Net income per share - diluted $ 0.11 $ 0.09 $ 0.37 $ 0.91 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Fair Value of Available for Sale Marketable Securities | At September 30, 2019 and December 31, 2018, the fair value of marketable securities, which were all classified as available for sale, included the following (in thousands): September 30, 2019 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Level 2: Corporate debt securities $ 34,905 $ 11 $ (4 ) $ 34,912 Government-sponsored enterprise debt securities 3,811 1 — 3,812 Total $ 38,716 $ 12 $ (4 ) $ 38,724 December 31, 2018 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Level 2: Corporate debt securities $ 31,521 $ — $ (23 ) $ 31,498 Government-sponsored enterprise debt securities 2,999 — — 2,999 Total $ 34,520 $ — $ (23 ) $ 34,497 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Discontinued Operations, Income Statement | The following table presents financial results of the PX business (in thousands): Nine Months Ended September 30, 2018 Revenues, net $ 3,342 Operating costs and expenses: Cost of revenues (excluding depreciation and amortization) 1,982 Product development 554 Sales and marketing 460 Other general and administrative expenses 229 Depreciation and amortization 181 Total operating costs and expenses 3,406 Operating loss (64 ) Other loss — Loss from discontinued operations before income tax provision (64 ) Income tax provision — Loss from discontinued operations, net of income taxes $ (64 ) |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Business Segment Information Based on Net Revenues and Operating Income | The following is the Company’s business segment information for the three and nine months ended September 30, 2019 and 2018 and as of September 30, 2019 and December 31, 2018 (in thousands). Three Months Ended September 30, Nine Months Ended September 30, Revenues, net: 2019 2018 2019 2018 Workforce Solutions $ 51,023 $ 49,128 $ 157,739 $ 141,043 Provider Solutions 11,427 10,797 33,678 30,748 Total revenues, net $ 62,450 $ 59,925 $ 191,417 $ 171,791 Operating income from continuing operations: Workforce Solutions $ 10,274 $ 10,013 $ 30,694 $ 29,074 Provider Solutions 1,385 1,684 4,206 2,973 Unallocated (7,911 ) (7,036 ) (23,516 ) (19,393 ) Total operating income from continuing operations $ 3,748 $ 4,661 $ 11,384 $ 12,654 |
Business Segment Information Based on Assets | Segment assets * September 30, 2019 December 31, 2018 Workforce Solutions $ 117,890 $ 104,668 Provider Solutions 138,468 145,637 Unallocated 223,839 191,643 Total assets $ 480,197 $ 441,948 * Segment assets include accounts and unbilled receivables, prepaid and other current assets, other assets, capitalized software development, certain property and equipment, goodwill 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. |
Business Combination (Tables)
Business Combination (Tables) - Providigm, LLC [Member] | 9 Months Ended |
Sep. 30, 2019 | |
Summary of Purchase Price | A summary of the purchase price is as follows (in thousands): Cash paid at closing $ 14,368 Cash held in escrow 3,650 Total consideration paid $ 18,018 |
Summary of Preliminary Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed as of the date of acquisition (in thousands): Accounts and unbilled receivable, net $ 960 Prepaid assets 847 Property and equipment 50 Operating lease right-of-use assets 1,233 Other assets 49 Deferred tax assets 104 Goodwill 11,395 Intangible assets 5,950 Accounts payable and accrued liabilities (1,196 ) Deferred revenue (141 ) Operating lease liabilities (1,233 ) Net assets acquired $ 18,018 |
Summary of Preliminary Components of Identifiable Intangible Assets and Estimated Useful Lives | The following table sets forth the preliminary components of identifiable intangible assets and their estimated useful lives as of the acquisition date (in thousands): Preliminary Fair Value Useful life Customer relationships $ 3,500 12 years Developed technology 2,200 5 years Trade Name 250 7 years Total preliminary intangible assets subject to amortization $ 5,950 |
Summary of Revenue and Operating Income (Loss) Included in Company's Condensed Consolidated Statements of Income since the Date of Acquisition | The amounts of revenue and operating income (loss) of Providigm included in the Company’s Condensed Consolidated Statements of Income since the date of acquisition of January 10, 2019 for the three and nine months ended September 30, 2019 are as follows (in thousands): Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Revenues, net $ 1,862 $ 5,199 Operating income (loss) $ 30 $ (458 ) |
Summary of Unaudited Pro Forma Financial Information | The following unaudited pro forma financial information summarizes the combined results of continuing and discontinued operations of the Company, unless otherwise noted, and Providigm as though the companies were combined as of January 1, 2018 (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Total revenues $ 62,450 $ 62,502 $ 191,728 $ 182,102 Income from continuing operations $ 3,461 $ 3,222 $ 10,696 $ 10,320 Net income $ 3,712 $ 3,222 $ 12,141 $ 29,427 Net income per share - basic $ 0.11 $ 0.10 $ 0.38 $ 0.91 Net income per share - diluted $ 0.11 $ 0.10 $ 0.38 $ 0.91 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Lease-Related Assets and Liabilities Recorded on Condensed Consolidated Balance Sheet | The table below presents the lease-related assets and liabilities recorded on the Condensed Consolidated Balance Sheet as of September 30, 2019 (in thousands). Assets Classification Operating lease right-of-use assets Operating lease right of use assets, net $ 30,134 Total leased assets $ 30,134 Liabilities Operating lease liabilities, current Accounts payable and accrued expenses $ 2,495 Operating lease liabilities, noncurrent Operating lease liability, noncurrent 31,338 Total operating lease liabilities $ 33,833 |
Schedule of Maturities of Lease Liabilities Under Non-cancellable Leases | The table below presents the maturities of lease liabilities under non-cancellable leases as of September 30, 2019 (in thousands). 2019 936 2020 4,705 2021 4,505 2022 4,124 2023 3,979 Thereafter 28,655 Total undiscounted lease payments 46,904 Less imputed interest 13,071 Total lease liabilities $ 33,833 |
Revenue Recognition and Sales_3
Revenue Recognition and Sales Commissions - Schedule of Revenues Included in Continuing Operations from Contracts with Customers Disaggregated by Revenue Source (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenues, net | $ 62,450 | $ 59,925 | $ 191,417 | $ 171,791 |
Workforce Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues, net | 51,023 | 49,128 | 157,739 | 141,043 |
Provider Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues, net | 11,427 | 10,797 | 33,678 | 30,748 |
Subscription SaaS Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues, net | 58,999 | 56,160 | 181,276 | 163,304 |
Subscription SaaS Services [Member] | Workforce Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues, net | 49,339 | 47,639 | 153,035 | 137,083 |
Subscription SaaS Services [Member] | Provider Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues, net | 9,660 | 8,521 | 28,241 | 26,221 |
Professional Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues, net | 3,451 | 3,765 | 10,141 | 8,487 |
Professional Services [Member] | Workforce Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues, net | 1,684 | 1,489 | 4,704 | 3,960 |
Professional Services [Member] | Provider Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues, net | $ 1,767 | $ 2,276 | $ 5,437 | $ 4,527 |
Revenue Recognition and Sales_4
Revenue Recognition and Sales Commissions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue Recognition and Sales Commissions [Line Items] | ||||
Revenue recognized in period, included in deferred revenue at beginning of the period | $ 33,800,000 | $ 32,400,000 | $ 61,300,000 | $ 59,000,000 |
Estimated revenue expected to be recognized in future under contract with customers | 420,000,000 | $ 420,000,000 | ||
Description of sales commission plan | Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. The Company’s sales commission plans for 2018 and 2019 typically include multiple payments, including initial payments in the period a customer contract is obtained and subsequent payments either 15 or 27 months after the initial payment. | |||
Sales Commissions, amortization term description | Non-commensurate commissions are amortized over the greater of the expected period of benefit or technological obsolescence period. | |||
Amortization of deferred commissions | 2,100,000 | 2,000,000 | $ 6,269,000 | 5,695,000 |
Customer Contracts [Member] | ||||
Revenue Recognition and Sales Commissions [Line Items] | ||||
Impairment losses on receivables and contract asset | $ 51,000 | $ 300,000 | $ 99,000 | $ 690,000 |
Subscription SaaS Services [Member] | ||||
Revenue Recognition and Sales Commissions [Line Items] | ||||
Description of contracts with customer | Subscription/SaaS contracts are generally non-cancelable, one to five years in length, and billed annually, semi-annually, quarterly, or monthly in advance. | |||
Subscription SaaS Services [Member] | Minimum [Member] | ||||
Revenue Recognition and Sales Commissions [Line Items] | ||||
Period of contract with customer | 1 year | |||
Subscription SaaS Services [Member] | Maximum [Member] | ||||
Revenue Recognition and Sales Commissions [Line Items] | ||||
Period of contract with customer | 5 years |
Revenue Recognition and Sales_5
Revenue Recognition and Sales Commissions - Additional Information (Detail 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-10-01 | Sep. 30, 2019 |
Revenue Recognition and Sales Commissions [Line Items] | |
Percentage of remaining performance obligations expects revenue | 48.00% |
Estimated revenue, expected recognition period | 12 months |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Taxes Disclosure [Line Items] | ||||
Income tax provision | $ 1,140,000 | $ 1,077,000 | $ 3,270,000 | $ 2,575,000 |
Effective tax rate for continuing operations | 24.00% | 20.00% | ||
Accounting Standards Update 2016-09 [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Excess tax benefits primarily from stock option exercises | $ 130,000 | $ 692,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 30, 2019shares | Jun. 26, 2019USD ($)Employeeshares | Feb. 12, 2018$ / shares | Jun. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)Incentive_Plan$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Dividend declared date | Feb. 12, 2018 | ||||||||
Special cash dividend | $ / shares | $ 1 | ||||||||
Dividend payable date | Apr. 3, 2018 | ||||||||
Dividend record date | Mar. 6, 2018 | ||||||||
Number of incentive plans | Incentive_Plan | 2 | ||||||||
Stock based compensation expense | $ 569 | $ 459 | $ 3,643 | $ 1,306 | |||||
Payments related to employees' tax obligations to taxing authorities for stock awards | $ 600 | ||||||||
Employer tax and expenses for stock awards | $ 200 | ||||||||
Chief Executive Officer, Robert A. Frist, Jr., [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares contributed to the company | shares | 78,520 | ||||||||
Value of shares contributed to the company | $ 2,000 | ||||||||
Number of additional shares contributed to the company | shares | 7,852 | ||||||||
RSUs [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Restricted share units issued | shares | 96,828 | 83,168 | |||||||
Weighted average grant date fair value, restricted share unit | $ / shares | $ 27.31 | $ 24.70 | |||||||
2016 Omnibus Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares vested | shares | 78,520 | ||||||||
Number of employees awarded fully vested shares | Employee | 820 | ||||||||
Stock based compensation expense | $ 2,000 |
Shareholders' Equity - Stock Ba
Shareholders' Equity - Stock Based Compensation Expense Recorded Within Continuing Operations in Condensed Consolidated Statements of Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock based compensation expense | $ 569 | $ 459 | $ 3,643 | $ 1,306 |
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 | 13 | 10 | 684 | 28 |
Product Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock based compensation expense | 77 | 72 | 895 | 217 |
Sales and Marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock based compensation expense | 57 | 50 | 575 | 132 |
Other General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock based compensation expense | $ 422 | $ 327 | $ 1,489 | $ 929 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Total number of common equivalent shares excluded from the calculations of diluted earnings per share | 54,000 | 70,000 | 107,000 | 100,000 |
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 | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator: | ||||||||
Income from continuing operations | $ 3,461 | $ 3,036 | $ 10,642 | $ 10,320 | ||||
Income from discontinued operations | 251 | 1,445 | 19,107 | |||||
Net income | $ 3,712 | $ 2,401 | $ 5,974 | $ 3,036 | $ 2,545 | $ 23,846 | $ 12,087 | $ 29,427 |
Denominator: | ||||||||
Weighted-average shares outstanding | 32,376 | 32,322 | 32,369 | 32,244 | ||||
Effect of dilutive shares | 61 | 93 | 47 | 64 | ||||
Weighted-average diluted shares | 32,437 | 32,415 | 32,416 | 32,308 | ||||
Net income per share - basic: | ||||||||
Continuing operations | $ 0.11 | $ 0.09 | $ 0.33 | $ 0.32 | ||||
Discontinued operations | 0.04 | 0.59 | ||||||
Net income per share - basic | 0.11 | 0.09 | 0.37 | 0.91 | ||||
Net income per share - diluted: | ||||||||
Continuing operations | 0.11 | 0.09 | 0.33 | 0.32 | ||||
Discontinued operations | 0.04 | 0.59 | ||||||
Net income per share - diluted | $ 0.11 | $ 0.09 | $ 0.37 | $ 0.91 |
Marketable Securities - Fair Va
Marketable Securities - Fair Value of Available for Sale Marketable Securities (Detail) - Level 2 [Member] - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities, Adjusted Cost | $ 38,716 | $ 34,520 |
Available for sale securities, Unrealized Gains | 12 | |
Available for sale securities, Unrealized Losses | (4) | (23) |
Available for sale securities, Fair Value | 38,724 | 34,497 |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities, Adjusted Cost | 34,905 | 31,521 |
Available for sale securities, Unrealized Gains | 11 | |
Available for sale securities, Unrealized Losses | (4) | (23) |
Available for sale securities, Fair Value | 34,912 | 31,498 |
Government-Sponsored Enterprises Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities, Adjusted Cost | 3,811 | 2,999 |
Available for sale securities, Unrealized Gains | 1 | |
Available for sale securities, Fair Value | $ 3,812 | $ 2,999 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - Patient Experience Solutions [Member] - USD ($) | Feb. 12, 2018 | Aug. 31, 2019 | Apr. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Consideration received | $ 65,200,000 | ||||
Gain on sale of business, net of tax | 20,400,000 | $ 1,400,000 | $ 19,000,000 | ||
Escrow deposit | $ 6,550,000 | ||||
Cash proceeds from escrow | $ 328,000 | $ 6,220,000 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations Income Statement (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating costs and expenses: | |||
Loss from discontinued operations before income tax provision | $ (64) | ||
Income tax provision | $ 89 | $ 515 | 10,319 |
Income from discontinued operations | $ 251 | $ 1,445 | 19,107 |
Patient Experience Solutions [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenues, net | 3,342 | ||
Operating costs and expenses: | |||
Cost of revenues (excluding depreciation and amortization) | 1,982 | ||
Product development | 554 | ||
Sales and marketing | 460 | ||
Other general and administrative expenses | 229 | ||
Depreciation and amortization | 181 | ||
Total operating costs and expenses | 3,406 | ||
Operating loss | (64) | ||
Loss from discontinued operations before income tax provision | (64) | ||
Income from discontinued operations | $ (64) |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2019 | |
Patient Experience Solutions [Member] | |
Segment Reporting Information [Line Items] | |
Date of business segment sold | Feb. 12, 2018 |
Business Segments - Business Se
Business Segments - Business Segment Information Based on Net Revenues and Operating Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues, net: | ||||
Revenues, net | $ 62,450 | $ 59,925 | $ 191,417 | $ 171,791 |
Operating income from continuing operations: | ||||
Operating income from continuing operations | 3,748 | 4,661 | 11,384 | 12,654 |
Workforce Solutions [Member] | ||||
Revenues, net: | ||||
Revenues, net | 51,023 | 49,128 | 157,739 | 141,043 |
Provider Solutions [Member] | ||||
Revenues, net: | ||||
Revenues, net | 11,427 | 10,797 | 33,678 | 30,748 |
Operating Segments [Member] | Workforce Solutions [Member] | ||||
Revenues, net: | ||||
Revenues, net | 51,023 | 49,128 | 157,739 | 141,043 |
Operating income from continuing operations: | ||||
Operating income from continuing operations | 10,274 | 10,013 | 30,694 | 29,074 |
Operating Segments [Member] | Provider Solutions [Member] | ||||
Revenues, net: | ||||
Revenues, net | 11,427 | 10,797 | 33,678 | 30,748 |
Operating income from continuing operations: | ||||
Operating income from continuing operations | 1,385 | 1,684 | 4,206 | 2,973 |
Unallocated [Member] | ||||
Operating income from continuing operations: | ||||
Operating income from continuing operations | $ (7,911) | $ (7,036) | $ (23,516) | $ (19,393) |
Business Segments - Business _2
Business Segments - Business Segment Information Based on Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 480,197 | $ 441,948 |
Operating Segments [Member] | Workforce Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 117,890 | 104,668 |
Operating Segments [Member] | Provider Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | 138,468 | 145,637 |
Unallocated [Member] | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 223,839 | $ 191,643 |
Business Combination - Addition
Business Combination - Additional Information (Detail) - Providigm, LLC [Member] - USD ($) | Jan. 10, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2019 |
Business Acquisition [Line Items] | |||||
Consideration paid for acquisition in cash | $ 18,018,000 | ||||
Additional contingent consideration | 500,000 | ||||
Transaction costs | $ 63,000 | $ 325,000 | $ 388,000 | ||
Net tangible assets include deferred revenue book value at acquisition date | 266,000 | ||||
Net tangible assets include deferred revenue fair value at acquisition date | 141,000 | ||||
Write-down of deferred revenue | 125,000 | ||||
Business combination, indemnification assets and liability related to tax liabilities | $ 750,000 | ||||
Measurement period adjustment increase in goodwill resulting in decrease in intangible assets | $ 300,000 | ||||
Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Preliminary purchase price allocation measurement period from acquisition date | 1 year | ||||
Recovery of Certain Potential Indemnification Claims [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase price held in escrow | $ 3,650,000 |
Business Combination - Summary
Business Combination - Summary of Purchase Price (Detail) - Providigm, LLC [Member] $ in Thousands | Jan. 10, 2019USD ($) |
Business Acquisition [Line Items] | |
Total consideration paid | $ 18,018 |
Cash Paid at Closing [Member] | |
Business Acquisition [Line Items] | |
Total consideration paid | 14,368 |
Cash Held in Escrow [Member] | |
Business Acquisition [Line Items] | |
Total consideration paid | $ 3,650 |
Business Combination - Summar_2
Business Combination - Summary of Preliminary Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) | Sep. 30, 2019 | Jan. 10, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 97,538,000 | $ 86,144,000 | |
Providigm, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Accounts and unbilled receivable, net | $ 960,000 | ||
Prepaid assets | 847,000 | ||
Property and equipment | 50,000 | ||
Operating lease right-of-use assets | 1,233,000 | ||
Other assets | 49,000 | ||
Deferred tax assets | 104,000 | ||
Goodwill | 11,395,000 | ||
Intangible assets | 5,950,000 | ||
Accounts payable and accrued liabilities | (1,196,000) | ||
Deferred revenue | (141,000) | ||
Operating lease liabilities | (1,233,000) | ||
Net assets acquired | $ 18,018,000 |
Business Combination - Summar_3
Business Combination - Summary of Preliminary Components of Identifiable Intangible Assets and Estimated Useful Lives (Detail) - Providigm, LLC [Member] $ in Thousands | Jan. 10, 2019USD ($) |
Business Acquisition [Line Items] | |
Preliminary Fair Value | $ 5,950 |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Preliminary Fair Value | $ 3,500 |
Useful life | 12 years |
Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Preliminary Fair Value | $ 2,200 |
Useful life | 5 years |
Trade Name [Member] | |
Business Acquisition [Line Items] | |
Preliminary Fair Value | $ 250 |
Useful life | 7 years |
Business Combination - Summar_4
Business Combination - Summary of Revenue and Operating Income (Loss) Included in Company's Condensed Consolidated Statements of Income since the Date of Acquisition (Detail) - Providigm, LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Business Acquisition [Line Items] | ||
Revenues, net | $ 1,862 | $ 5,199 |
Operating income (loss) | $ 30 | $ (458) |
Business Combination - Summar_5
Business Combination - Summary of Unaudited Pro Forma Financial Information (Detail) - Providigm, LLC [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Business Acquisition [Line Items] | ||||
Total revenues | $ 62,450 | $ 62,502 | $ 191,728 | $ 182,102 |
Income from continuing operations | 3,461 | 3,222 | 10,696 | 10,320 |
Net income | $ 3,712 | $ 3,222 | $ 12,141 | $ 29,427 |
Net income per share - basic | $ 0.11 | $ 0.10 | $ 0.38 | $ 0.91 |
Net income per share - diluted | $ 0.11 | $ 0.10 | $ 0.38 | $ 0.91 |
Debt - Additional Information (
Debt - Additional Information (Detail) - SunTrust Bank [Member] - USD ($) | Dec. 31, 2018 | Sep. 30, 2019 |
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. | |
Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Commitment fee paid per annum | 0.20% | |
Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Commitment fee paid per annum | 0.30% | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Maturity date of Loan agreement | Nov. 24, 2020 | |
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% | |
Maximum borrowing capacity under credit facility | $ 50,000,000 | |
Increase in revolving credit facility | 25,000,000 | |
Principal payments prior to maturity | 0 | |
Outstanding balance on revolving credit facility | $ 0 | |
Revolving Credit Facility [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] | Letter of Credit Subfacility [Member] | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity under credit facility | $ 5,000,000 | |
Revolving Credit Facility [Member] | Federal Funds Effective Swap Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Interest Rate During Period | 0.50% | |
Revolving Credit Facility [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Interest Rate During Period | 1.00% | |
Revolving Credit Facility [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest coverage ratio | 300.00% | |
Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Applicable margin for loans | 0.50% | |
Revolving Credit Facility [Member] | Minimum [Member] | Eurodollar [Member] | ||
Line of Credit Facility [Line Items] | ||
Applicable margin for loans | 1.50% | |
Revolving Credit Facility [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt leverage ratio | 300.00% | |
Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Applicable margin for loans | 1.50% | |
Revolving Credit Facility [Member] | Maximum [Member] | Eurodollar [Member] | ||
Line of Credit Facility [Line Items] | ||
Applicable margin for loans | 2.00% |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description [Line Items] | ||||
Right-of-use assets | $ 30,134,000 | $ 30,134,000 | $ 4,800,000 | |
Operating lease, liability | 33,833,000 | 33,833,000 | $ 6,400,000 | |
Deferred rent liabilities | $ 1,600,000 | |||
Operating leases that have not yet commenced | 0 | |||
Operating lease cost | $ 1,100,000 | 3,800,000 | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 1,500,000 | |||
Operating lease, weighted-average remaining lease term | 10 years 9 months 18 days | 10 years 9 months 18 days | ||
Operating lease, weighted-average incremental borrowing rate | 6.00% | 6.00% | ||
Nashville, TN [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Right-of-use assets | $ 26,500,000 | $ 26,500,000 | ||
Operating lease, liability | 26,500,000 | 26,500,000 | ||
Providigm, LLC [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Right-of-use assets | 1,200,000 | 1,200,000 | ||
Operating lease, liability | $ 1,200,000 | $ 1,200,000 |
Leases - Schedule of Lease-Rela
Leases - Schedule of Lease-Related Assets and Liabilities Recorded on Condensed Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
ASSETS | ||
Operating lease right of use assets, net | $ 30,134 | $ 4,800 |
Liabilities | ||
Operating lease liabilities, current | $ 2,495 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent | |
Operating lease liability, noncurrent | $ 31,338 | |
Total operating lease liabilities | $ 33,833 | $ 6,400 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities Under Non-cancellable Leases (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
2019 | $ 936 | |
2020 | 4,705 | |
2021 | 4,505 | |
2022 | 4,124 | |
2023 | 3,979 | |
Thereafter | 28,655 | |
Total undiscounted lease payments | 46,904 | |
Less imputed interest | 13,071 | |
Total lease liabilities | $ 33,833 | $ 6,400 |
Non-Marketable Equity Investm_2
Non-Marketable Equity Investments - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | |
Investments Debt And Equity Securities [Abstract] | |||
Reduction to carrying value of non-marketable equity investment due to downward change in fair value | $ 1,271 | ||
Aggregate carrying amount of non-marketable equity investments | $ 5,400 | $ 2,100 |