Note 8 - Business Combinations |
12 Months Ended |
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Dec. 31, 2023 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] |
8. BUSINESS COMBINATIONS
On
May
18,
2022
, the Company acquired the remaining ownership interest (representing approximately
82% of the outstanding equity interests) of CloudCME, LLC ("CloudCME"), a Nashville-based healthcare technology company offering a SaaS-based application for managing all aspects of continuing education ("CME/CE") within a healthcare organization, for approximately
$4.0 million in cash and
$4.1 million in shares of HealthStream's common stock issued through a private placement at closing. The Company previously held a minority interest in CloudCME of approximately
18%. Acquisition-related transaction costs were
$0.1 million. The acquisition 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. Net assets acquired were
$9.6 million. Based on the fair value of assets acquired and liabilities assumed, including intangible assets of
$3.8 million, goodwill of
$6.8 million was established. The results of operations for CloudCME are included in the Company’s Consolidated Financial Statements from the date of acquisition.
On
December 31, 2022, the Company acquired substantially all of the assets of Electronic Education Documentation System, LLC (d/b/a eeds) ("eeds"), an Asheville, North Carolina-based healthcare technology company offering a SaaS-based CME/CE management application for healthcare organizations, for approximately
$6.6 million in cash, reflecting customary purchase price adjustments made to the purchase price paid of
$7.0 million. The purchase price was included in accrued liabilities in the Company's Consolidated Balance Sheet as of
December 31, 2022 and was paid in
January 2023. Of the purchase price paid at closing,
$0.6 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. Acquisition-related transaction costs were
$0.1 million. The acquisition 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. Net assets acquired were
$6.6 million. Based on the fair value of assets acquired and liabilities assumed, including intangible assets of
$4.7 million, goodwill of
$2.3 million was established. The results of operations for eeds are included in the Company’s Consolidated Financial Statements from the date of acquisition.
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