Good day, ladies and gentlemen, and welcome to the HealthStream Inc. Fourth Quarter and Full Year 2018 Earnings Conference Call. [Operator Instructions]. As a reminder, todays' conference is being recorded. I would now like to turn the call over to Ms. Mollie Condra, Vice President, Investor Relations and Communications. Ma'am, please begin..

Thank you, and good morning. Thank you for joining us today to discuss our fourth quarter and full year 2018 results.

Also on the conference call with me are Robert A Frist Junior, CEO and Chairman of HealthStream; and Gerry Hayden, Senior Vice President and CFO; and Scottie., Roberts, Vice President of Accounting and Finance, and who as announced last quarter is to serve as interim CFO.

I would also like to remind you that this conference call may contain forward-looking statements regarding future events and future performance of HealthStream that involve risks and uncertainties that could cause the actual results to differ materially from those projected in the forward-looking statements.

Information concerning these risks and other factors that could cause the results to differ materially from those forward-looking statements are contained in the company's filings with the SEC, including Forms 10-K and 10-Q. So with that start, I'll now turn the call over to Bobby Frist..

Thank you, Mollie. Good morning, everyone, and welcome to our fourth quarter 2018 earnings call. As we begin the year, I thought 3 things that I wanted to highlight here at the open. A few examples that then we'll do out detailed financial review and look forward to your questions. Three things are clear. First, we finished 2018 financially strong.

For the full year of 2018, revenues were up 8%. Operating income was up 65%, and adjusted EBITDA was up 18% to $41.5 million. Second, sales of legacy resuscitation products outperformed our expectations in the fourth quarter.

They were so strong, in fact, that we now expect revenue from legacy resuscitation products to modestly increase from the $55 million of revenue recorded in 2018. Revenue from legacy resuscitation product is expected to peak near the middle of 2019 and decline to 0 by the first quarter or in the first quarter of 2021.

Strong fourth quarter sales results have positively impacted revenue expectations for legacy resuscitation products for 2019. Third, 2019 is off to a fast start. We kicked off the year by acquiring a company, expanding our addressable market, launching a new resuscitation product and adding to our leadership team.

It's exciting to kind of go on the offensive. Last month, for example, we announced our acquisition of Providigm, representative an investment and on our continuum of care offering, expanding our footprint in this market.

This acquisition is a natural fit because the workforce development requirement skilled nursing facility overlap of those on acute care hospitals. It's exciting to employ our capital in a adjacent market, adjacent growth opportunity early in the year.

Providigm is a Denver-based company focused on quality assurance and performance improvement in skilled nursing facilities. Its primary product is known as the abaqis, which is a leading fast-paced quality improvement program. It's been adopted by over 2000 U.S.-based skilled nursing facility and nursing homes.

And related to that acquisition or some regulations that are emerging, in 2015, CMS published revised requirements of resuscitation in Medicare and Medicaid for skilled nursing facilities, which introduced a competency-based staffing approach.

Beginning in November of 2019, so later this year, CMS will acquire all skilled nursing facility to have programs in place to assess competencies, provide competency-based medication and document the effectiveness of these programs.

We've already began to invest in curriculum and content development with skilled nursing market that will serve as a bridge between the quality improvement program of abaqis and the competency requirements coming into place through CNS.

This year, and third, we've expanded our addressable market from 8.5 million health care professionals to 10.5 million health care professionals, a kind of a definitional change so I'll walk you through it.

Our addressable market now includes 5.2 million employees in the acute care stage, and a more broadly defined continuum of care market, totaling 5.3 million healthcare professionals.

We now define the continuum of care as ambulatory services, including physician offices, health and human services, including behavioral healthcare facilities and postacute care, including nursing facilities. You can see some of the additions to our definition in what I just expanded upon.

So that expanded market definition comes with a greater growth opportunity as will expand our sales organization to take our new products and services into this broader defined market.

At this time, Gerry Hayden and Scottie Roberts will provide a more detailed discussion of the financial metrics in the fourth quarter, full year 2018 results and provide a financial outlook for 2019. I'll turn it over to Gerry..

Thank you, Bobby, and good morning, everyone. Before reviewing our fourth quarter results, I'd like to know that all results are from continuing operations only and that 2018 results are presented in accordance of ASC 606, which we adopted at the beginning of 2018, whereas results for 2017 are presented in accordance with ASC 605.

Here are some highlights in our fourth quarter. Revenues were up 8% to $59.8 million. Operating income was $2.8 million, up from $1.5 million in the prior year with $897,000 positive impact from the applications of ASC 606.

Income from continuing operations was $2.9 million, down from $3.2 million in the prior year with $877,000 positive impact from the application of ASC 606. Earnings per share, EPS, from continuing operations of $0.09 diluted compared to EPS of $0.10 diluted in the prior year.

Adjusted EBITDA from continuing operations of $9.5 million, up from $8.2 million in the prior year with $897,000 positive impact from the applications of ASC 606. Now with our income statement. Revenues from Workforce Solution segment was $49.1 million and grew by 8% over the prior year.

Revenues from our Provider Solutions segment was $10.7 million, and that grew by 10% over the prior year. Both new sales and renewals contributed year-over-year growth in both of our basic segments. Now our gross margins. Our gross margin was 57.5% this quarter and 59.6% in the same quarter last year.

This decline is primarily due to higher revenues and lower margin legacy application products. Let's turn things to operating expenses. Operator expense was up less than 1% over the prior year at decline in sales and marketing from the application of ASC 606, mostly offset increased expenses in other categories.

During 2018, we continued making investment on product developments, which resulted in a 6% increase and expenses over the prior year. Sales and marketing was down $1.7 million due to lower sales commission from the adoption of ASC 606, and those are now capitalized rather the expense upfront as we were under ASC 605.

However, sales production in the fourth quarter remained strong. G&A expenses increased $1.5 million or about 16.2% of revenues compared with 14.9% of revenues in the prior year.

The growth in G&A expenses contributed increase in -- results of operations, due diligence cost in Providigm acquisition that we closed in January of 2019 and also higher contract renewal costs. Operating income, adjusted EBITDA. Our operating income was $2.8 million, up 88% from $1.5 million in the prior year.

The operating income margin improved to 4.7% compared to 2.7% in last year's fourth quarter. This adjusted EBITDA improved by 16% [indiscernible] to $9.5 million from $8.2 million in the prior year.

For the full year 2018, operating income was $15.5 million, up 65% from $9.4 million in 2017, and full year adjusted EBITDA improved by 18% to $41.5 million from $35.2 million in the 2017 full year. Now our balance sheet. Our cash position and working capital remain strong.

Our cash and investment balances at year-end 2018 was positive $158.8 million, and working capital will cost $326.4 million. Days sales outstanding were 51 days for the fourth quarter compared to 46 days for the third quarter. We continue to show progress in our -- management.

For example, the fourth quarter 2018 DSO of 51 days compares favorably with the 59 days in the fourth quarter 2017. In addition, 2018 bad debt expenses decreased by over $500,000 over the full year 2017. We renewed our line of credit during the fourth quarter and assumed return by [indiscernible] out to November 2020.

We have no outstanding debt and maintain our full $50 million borrowing capacity. We believe our overall capital position is likely to support our organic and inorganic growth opportunities and support other capital structure optimization and share strategies [indiscernible].

At this point, let me introduce Scottie Roberts, who will give us a background of financial outlook..

Thank you, Gerry, and good morning, everyone. Before we discuss our 2019 guidance, I would provide some background and context on 2 topics affecting guidance. The first is our acquisition of Providigm, which we expect to contribute approximately $8 million of revenues from its existing product offerings in 2019.

We expect that the combination of additional investment, the amortization of acquired intangibles and the impact of deferred revenue write-downs related to Providigm will result in a reduction in our consolidated operating income of approximately $2 million during 2019.

The second topic is the move to our new corporate location in Nashville, Tennessee in spring of 2019. This move consolidates most of our middle Tennessee operations.

In the third quarter conference call, we discussed operating expenses increased at approximately $2 million in 2019 associated with the relocation, which also factored into our 2019 guidance. This incremental operator express increase reflects current national market condition but still less expensive than in our current location.

Now I'll discuss our financial expectations for 2019. Yesterday's earnings release included financial guidance for 2019, which also includes the recent acquisition of Providigm, which we closed on January 10, 2019, included our Workforce Solutions segment.

We anticipate the consolidated revenues will range between $251 million and $258 million for 2019 with revenues from the Workforce Solutions segment ranging between $207 million and $213 million and revenues from the Provider Solutions segment ranging between $44 million and $45 million.

We anticipate operating income to range between $10 million and $12.4 million for 2019.

We anticipate higher levels of operating expenses associated with our new corporate office, additional investments and product development and sales for our new resuscitation products as well as investments to support the growth and expanded market positioning of solutions we attained with the acquisition of Providigm.

We anticipate that capital expenditures will be approximately $35 million, which includes approximately $15 million associated with our new corporate office, which again consolidates operations in offices through a central location in Nashville. We expect the annual effective income tax rate to range between 26% and 28%.

This consolidated guidance does not include the impact of any other acquisitions that we may complete during 2019. Thank you for your time. I look forward to working with you in my capacity as an interim CFO. I will now turn the call back to Bobby..

Thank you, Scotty and Gerry. I'd like to start with a quick update on our profits with our Verity business as we do this concluding section. We started the year of 2018 with the announcement of the new unified brand name from our Provider Solutions business, Verity HealthStream company.

The unified name signify the combining of the HealthLine and -- businesses along with the launch of our new SaaS-based platform for this business also called Verity. As we previously discussed, the migration of HealthLine and -- customers from a hybrid SaaS platform to a new Verity SaaS platform will extend over several years.

We've done this kind of migration in our past when we acquired Learning System and migrate them to our new SaaS application. I think we're well positioned and know how to migrate -- customers to our new Verity SaaS platform.

As of the year-end 2018, 36 customers have contracted with a the new Verity platform, and our first customer has been fully implemented on the new Verity platform.

As our company has extend experience and expertise in making such migrations, we anticipate continued and steady progress in this migration effort as customers enjoy the benefits of the new Verity platform throughout 2019. We need to spend some time talking about the resuscitation business.

I think it would be helpful to provide that conversation into 3 parts. The first part will address our brand-new suite of resuscitation solutions with the American Red Cross. We're really excited about those new product offerings.

The second part will address the legacy American Heart Association and Laerdal products that we sold through the end of last year, which I mentioned during the opening of this call. And finally, in the third part, I'd like to discuss our new network connectivity agreement with our RQI partners, which is a joint venture between Laerdal and AHA.

So let's take the first part. On January 17, we announced the launch of the American Red Cross Resuscitation Suite, which effectively marks the beginning date of our seven year collaboration. The American Red Cross is one of the most constant and recognizable organization in the world.

Their new resuscitation suite designed for healthcare -- specifically for healthcare professionals, doctors and nurses, combines cutting-edge technology with the latest science to offer a new standard of quality and competency development in resuscitation skills. We're excited to bring this innovative new curriculum and choice to the market.

The new Red Cross Resuscitation suite is comprised of BLS, ALS and Powells competency development curriculum. It brings updated, highly adaptive competency-based development solutions to healthcare professionals. It offers certification healthcare professionals successfully demonstrating proficiency of lifesaving resuscitation, knowledge and skills.

-- during the design capability that makes it easy to set and manage the frequency of practice. With the flexibility of said practice intervals immersing realtime videos and personalized adaptive learning plan, clinical staff have all the tools they need to develop and maintain resuscitation competency and improved patient outcomes.

This curriculum is simply not unprecedented in its flexibility and capability. Launched 33 days ago, initial receptive Red Cross resuscitation suite is positive. Although sales and activity has begun now, we've not forecasted material revenue from the new resuscitation suite in 2019 really for two reasons.

One, because it will take time to progress through the customer view, budget cycles and implementation; and two, because we sold so much of the legacy platform in our existing base that allows the market committed to that product for some time period. We look forward to updating on this exciting new curriculum over the course of the year. Okay.

The second part of the discussion. We developed 82 legacy products, which are known as HeartCode and RQI. As a reminder, at the end of June 2017, we now said our reseller agreements for HeartCode and RQI will expire on December 31, 2018. Lease agreement did, in fact, expire as expected and will not be renewed.

As you know, through December 31, 2018, we have the right to sell up to two years subscriptions for these products and sell them we did.

It seems that pretty much everyone that wanted to purchase HeartCode and RQI to use over our work and learning platform for the next 2 years did sell, many topped off their existing orders to make sure they enjoy the benefits of the integrated service through the end of 2020.

As a reminder, at the end -- HeartCode and RQI generated approximately $55 million of revenue in 2018. In 2019, we expect revenues from this legacy parts to modestly exceed the $55 million achieved in 2018. We expect 2019 revenues from legacy products to peak near midyear and decline sequentially thereafter.

To be clear, we expect revenue from these 2 products to be 0 during the first quarter of 2021. That brings us to our final resuscitation topic, which we originally announced on December 6. At that time, we told you about our new agreement with RQI partners. It's a joint venture between Laerdal and AHA.

It's important not to confuse this agreement as an extension or renewal of our expired retailer agreement with Laerdal. Under this new agreement, HealthStream will not be marketing, selling or contracting for HeartCode or RQI. To be clear, we'll be marketing and selling new American Red Cross resuscitation solutions.

Our agreement with our partners provides for continuity of service for customers that desire to purchase HeartCode and RQI from RQI's partners in the future and have it delivered via HealthStream's learning center. This is in line with the marketplace concept we discussed on previous calls.

RQI partners will speak to us when sales of new HeartCode and RQI are delivered over the HealthStream Learning center.

Given the success we had selling legacy products at the end of last year, we do not believe that this will be material in 2019 as a majority of our customers who views HeartCode and RQI have already purchased them through us and have contracts to receive them through 2019 and, in many cases, through 2020.

I'd like to turn your attention to our new platform-as-a-service strategy and our new platform-as-a-service platform that we call hStream. Let's turn our attention to hStream and describe it first.

With over 4.9 million healthcare professional subscribers, HealthStream SaaS-based platform has long been one of the most adopted workforce platform in healthcare. To facilitate innovation and growth of our ecosystem, HealthStream's new platform technology, hStream, was launched 9 months ago.

Already, healthcare organization representing 1.51 million subscriptions are contracted for hStream. I think our last disclosed number was just a month or so ago runs about 1 million, so this is a material update from where we ended the year-end at about 1 million to about 1.51 million.

The HealthStream platform-as-a-service capabilities are facilitating new types of application and media partnerships to deliver valuable services and impactful content to our healthcare organization customers. HStream, importantly, also serves as a bridge between our workforce development and Provider Solutions business segments.

In the third quarter, Verity began introducing hStream subscriptions in contracts for its new SaaS platform. Because of this, we believe that hStream subscription is an increasingly important metric for measuring progress across our business initiatives.

In fact, in year-end earnings release issued yesterday will be a last time we provide our legacy subscriber metrics, which focus on a narrow representation of our learning applications. We look forward to reporting the progress in hStream both in terms of subscriptions to it and the value that brings to customers and partners in coming years.

Now we've invested in many areas as we wrap up the year and we plan to continue those investments as we enter the new year. We support the many exciting developments we just discussed. Fast forward on our momentum, we have recently invested in new senior leadership by expanding our executive team.

We have added Scott McQuigg, who will lead our hStream Solutions Business; and Patricia Cody, who will lead our Clinical Solutions Business, for our executive team. As Senior Vice President of hStream's Solutions, Scott McQuigg will identify, grow and develop new hStream content, hStream application and hStream partnerships.

Scott's career include the cofounding of HealthLeaders, an award-winning leading healthcare media and research business, and as well as CEO and cofounder of GoNoodle whose develop a popular kid's media and tech platform, which went viral and is now played by 14 million kids each month.

At healthcare, media and technology veterans, Scott brings valuable expertise to HealthStream and execution of our hStream strategies.

In her new role as Senior Vice President and General Manager of Clinical Solutions, Patricia Cody, is responsible for all the company's clinical products and solutions, including those in the areas of clinical staff development and resuscitation.

Her deep clinical knowledge and experience as an entrepreneur, 5-year success growing our solutions business and strong leadership skills make her well suited to lead this important area of our workforce development segment. I'd like to welcome Tricia and Scott to our senior executive team.

In our third quarter earnings release, we announced that Gerry had tendered his resignation from the company as CFO. He will remain in his position as CFO through the filing of our Form 10-K for the full year 2018, which we expect to occur later this month.

While stepping down from this position as CFO at that time, Gerry will remain employed as a senior advisor to the end of the first quarter of 2019.

To ensure a smooth position following Gerry's departure as CFO, Scottie Roberts, who just presented our 2019 financial outlook and serves as our Vice President of Accounting and Finance, will assume the position of interim CFO. Scottie, who is a certified public accountant, joined HealthStream 17 years ago after working at Ernst & Young.

His broad experience in public financial reporting and deep knowledge of financial operations both in general and company-specific terms make him particularly qualified to serve as interim CFO and as a candidate to steal the CFO position permanently.

As Gerry completes his last earnings conference call, I want to thank him for his tremendous service to HealthStream with over a decade as our CFO and also the two years he served previously on our Board of Directors.

His leadership and financial expertise played an important role in our growth and he had successfully navigated the company through many growth opportunities. Gerry's leaving a great legacy in many ways, including his mentorship Scottie sitting here to his right. I wish Gerry all the best in his future endeavors.

At this time, I'd like to turn it over for questions from the investor community..

[Operator Instructions]. Our first question comes from the line of Ryan Daniels of William Blair..

Bobby, maybe 1 for you, first, on the new hStream metric. Can you talk a little bit more about how we should view that, how that correlates with revenue for the organization? I know we used to have subscribers in the ARPU metric, which we could use the back into in some of the revenue growth.

So talk a little bit more about how you view that -- how that drives revenue growth..

Yes, for a little a while or probably the next several quarters, it's very important to watch its progression. So the first thing to drive the future of the company is to try to get all of our customers across our all platforms connected to hStream so it can drive the benefit.

The new platform for what we're doing now is, hopefully by middle of the year, every contract for every product will include a connectivity or an insertion of the hStream membership and connectivity to that platform. And so first of all, it just serve as a unifying metric.

And so we're beginning to -- when we sell a learning center, it requires a subscription to the hStream platform. When we sell the Verity platform, that requires a subscription to the Verity for hStream extension. And so the first and most important concept is it's a unifying metric.

And you know because we've worked for years for this, we try to create a unifying metric that would kind of be a foundational metric as we go forward for many years. But as we have the PX business, we couldn't figure out a way to measure everything. That's the first thing.

Second thing is the old metrics will measure of really the penetration of a few of the key products in the workforce segment. So it's kind of the inverse of the -- it's a unifying metric is that the old metric was less dimensional than what it measured. So we think the important of that metric for this year is to make sure it is rapidly adopted.

As we include it as renewals come up, we're in serving the language in the subscription to the hStream platform and to each contract, and you can tell from the movement already. I think we announced at 9 months ago, it's a 0 and we're 1.5 million now.

So progress will be measured quarterly and we need to move all customers to this new platform in 36 months. And you can see we're well on our way. Now as it relates to revenue, for a little while, it won't be as directly correlated to revenue because the opportunities are derived once it's in place.

Most of our platforms, the hStream subscription, will have an increased value proposition and increase price, allows for new bundling strategies of content and platform and allows connectivity to move applications and partnerships. And all of those things was driving the type of network fees to hStream in our network.

So I think most importantly it's a unifying metric and over time, it will be more correlated directly to revenue. But as analyst, I think what we need to measure is the rate of adoption. We've got to get it in place so there are new strategies can take hold..

That's very helpful color. And as my follow-up and I'll hop off. The new CMS nurse competency requirement, obviously that's a nice kind of macro tailwind for you. It's going to be requirement for in place.

Do you have all the solutions to kind of meet with your partners will need for that? Or is there more partnerships less product development on the horizon to get you to a full set of what's needed to hit those requirements?.

Well, we have a lot of what's needed especially with the acquisition of Providigm. But we are, as I mentioned in the call, we're already investing and rounding up the concept because you need to map activities from the quality and the audit process to remediation and development strategies for employees.

And we're building those and now working with the leadership of Providigm to determine the whole in our education strategies and education libraries, and we're already underway, scoping and building those new curriculum components.

And so we have some investments to do here to get it where we want it and also enhance the Providigm products up to where we like them to be for HealthStream, also connect them to the hStream platform over the course of this year. So there is some work to do at Providigm.

I think we mentioned that in addition to those investments I mentioned, the program right down others, the Providigm is going to have a negative drag on our operating income of about $2 million in '19..

Gerry, I wish you all the best. Thanks for everything over the years..

Thank you, Ryan. Thank you..

And our next question comes from the line of Matt Hewitt of Craig-Hallum Capital..

First one for me, what has been the initial feedback now that all of the partners are in place regarding new resuscitation? I realize it's going to take time to see contribution from a revenue perspective, but what is the feedback from your customers so far?.

Well, we're 33 days now. It's probably closer to 25 business days, if you take out the weekends. And our full sales team train during the months of late December and January, so they're fully equipped no to tell the story and they're booking up -- they're fully booking up their schedules to get out there and do the demos.

Our feedback is very, very positive. The learning paradigm and the learning methodology is just objective has been -- it's 28 years, is better than the existing models. The momentum of the products and take a little time as we said, we did acquire a lot of selling of the legacy products in the fourth quarter.

We're also neutralizing some of the competitive advantages and other products. For example, our products include the flexibility to train more frequently without charging the customer more for that training.

And so we really do plan to be competitive not just to have better technology, better product, better learning methodology but also a considerably lower price point for equivalent science-based program.

And so I think the sensitivities around costs and the need for new methodology learning that we're very optimistic at 33 days in that you got a winning product to take the market. And so I think also the customers seem receptive to choice.

I think after doing something one way for over a decade and frankly in a market not seeing much, if any change in actual outcomes as measured by outcomes, I think that there's receptivity to trying something new. And of course, this will play out over the next several years and we'll see. But we're entering the year with a lot of confidence.

And by the way, there's a lot more to come. And so there many, many more element to the program unannounced that are leading development now and we're excited to announce both new partnerships and new technology that aren't yet as of yet unannounced.

So, for example, one of our innovations is to make the new resuscitation suite agnostic to the manikin technology.

And so we've signed with a company called in -- and they're our launch partner, we've signed with a company called Ambu, both are international providers of high-tech training manikins and both have agreed to be hStream-certified to the hStream platform.

We expect additional announcements in this area and more interoperability and compatibility announcements with our Red Cross resuscitation suite program, And so their innovations embedded are like that, that mean they are forthcoming and more announcements to come..

Maybe a couple of follow-up questions for Gerry and Scottie, depending upon who wants to chime in.

But regarding Providigm, how should we be thinking about the margins for that suite? Gross margin, I guess, might be easiest, in '19 and then maybe going forward once you're through some of the extra heavy-lifting from expense and deferred revenue write-down contribution?.

Yes, let me assume to the workforce segment as a total. The one thing that we could describe qualitatively is this SaaS type platform, the best type technology models. And so you expect the margins once we get past investment and some proficiencies in growth to be more in line with those amount of a SaaS type business..

Okay. And then last 1 for me, just for modeling purposes.

The $2 million of extra OpEx for the headquarter move in the first half, is that -- would there be any tail of that to the second half? Or should we model most of that $2 million here in Q1 and Q2?.

Yes. Let me take that and -- so we are in a downtown office building for about 20 years and enjoyed really, really below-market rates for our 7000 square-foot operations here in downtown Nashville. And with renewal and those rates are going to go up tremendously. So we went shopping and looked at 7 or 8 locations all around the middle of downtown.

And as you can imagine, in Nashville, it becomes extremely popular for corporate locations, Amazon, AllianceBernstein, -- moving -- new buildings downtown. Rent rates at Nashville have soared. What we did, though, we found the least expensive of about 6 options, including renewing here.

And the least expensive options will result in an ongoing revenue rent increase of $2 million per year. So it is an ongoing increase in our cost to occupy and consolidate our operating in middle Tennessee and remain in the near to central business district of downtown Nashville. So it's not a onetime expense.

It's an ongoing increase in our cost of lease expense to remain and keep our workforce centralized in middle Tennessee. And the will expect -- actually, that will add to annual base because that $2 million represents about 3 quarters of the year. We don't move into new headquarters for another 45 days or so or 60 days.

So while we get good operating leverage, the rent goes up on this. But actually the right thing to do, and again, that was the lowest cost of 6 options, including just renewing and staying put where we are. And so we're actually really excited to have a fresh point of view.

We think it will improve to be economic -- a good decision given that rate of growth for Nashville, and we're excited to get everybody back together because we'll spread over 2, 3 office locations in middle Tennessee..

And our next question comes from the line of Richard Close of Canaccord Genuity..

I was wondering if you could just go over the acquisition revenue that included -- I just want to make sure I have that correctly.

And then on the $2 million expenses associated with, I guess, the acquired intangibles, the deferred revenue write-down and the investment, if you can sort of give us maybe the composition of that $2 million in those buckets, that would be great..

Yes. So Richard, it's Gerry. We discussed about $8 million of revenue in 2019 with the Providigm acquisition, and most again that's for Workforce segment.

And then breakdown as a result kind of -- of one side of expenses but investments and product developments other than sales and marketing, intangible asset, amortization from the acquisition and also will be as most acquisitions are right down deferred revenue in the balance sheet as closing..

I guess so I guess I was just trying to gauge what the deferred revenue write-down is as we think about our models for 2020, that--.

It's growth is about $250,000 to $300,000..

Okay. And then since we're moving on from this subscriber number, I did notice that there was a decrease in the implemented subscribers. I think it was only 4000 from the third quarter, if I'm not mistaken. Just curious if there was something to call out on that..

Yes, there was. One of the larger health systems took their nonemployee position and nonemployed, I guess, volunteers and just generally the nonemployed population off the platform. And so we saw a reduction from that resulted in that net decrease.

The contracts of subscriber, as you probably also noted, went up about 80,000 so the strong -- I was kind of get over $5 million before we retired to metric, but we didn't quite get there at 4 9 3 3..

Okay. And then as we think about the new, I mean, I guess calling out the skilled nursing side of things, I know in the past you've talked about the posts are not issued, and I guess it was all lumped together.

Have you had any exposure on the postacute side in the past? And how should we think about maybe the uptake in that marketplace? Are you displacing someone potentially? And just what are the, I guess, market trends for the services that you guys provide in that area?.

Yes, I think, first of all, it is important part of our plan. As you can tell, we kind of reconstitute our definition of verticals we're going after that lumped what we now call the continuum of care, which is all the postacute and ambulatory and skilled nursing and all in position office, we now put all in that and we call continuum.

And so by reconstituting that definition, we bumped up those that we're marketing to and selling, actively selling to about $10.5 million. So and that growth from $8.5 million to $10.5 million largely comes from more broad pursuit of those postacute and ambulatory and office opportunity. So that's the first.

The second thing is, a good number of new subscribers in last several quarters have been coming from those verticals. In order for the growth markets right now of home health markets are growing, where housing market seeks more consolidation and acquisitions and the other vertical you see growth adding more employees in those segments and segments.

So it will be the fourth ongoing business pursuit to expand -- 1 of the good -- and another good thing is we think the Red Cross brand will resonate well in the postacute market setting, financially stronger brand than the prior brands and marketing.

So we're very excited to get it in those markets and those are less -- have less penetration to get imagine the progress we sold the legacy products. We got pretty good adoption of penetration. So I think some of our early wins from our resuscitation products will probably come from those postacute and continuum as we call them, segments.

So the second point is in the past, say, 4 or 5 quarters, of the 8,000 subscribers, a nice number of them did come from those setting that were not acute settings.

And so probably represent the new anchor point, SaaS business application, linking quality to development and training, and we'll keep looking for things to strengthen that business pursuit, probably representing a kind of hopefully the first target of capability and content and services in those markets.

So we do plan to strengthen, continue to strengthen our investment in the pursuit of those markets..

And our next question comes from the line of Frank Sparacino of First Analysis..

First question for me is on Verity side of things. As you look at 2019, the guidance you gave, I'm just curious kind of what's -- what are the top negative in terms of the you've given? I would have thought you'd growth would have been a little bit higher in that segment of business.

Maybe its stated taxes behind migration that you alluded to about being by just any thoughts there in terms of how quickly that market is growing and how you're appearing?.

Yes. I think we're probably a little faster growth overall and a little faster adoption of the SaaS. But it took time to build the right product and I'd say what rehearing is the receptive enter product is very high. But we did once a benchmark of this call where we are and migrate.

And as you can tell our numbers we disclose in a few minutes ago, that we're really this kind of first solid quarter into the migration. And so we wanted to kind of set expectations for were restarting a provide updates the year.

So there's about 36 contracts on the brand-new platform, and I do think it's market receptivity of the platform is going to be very strong. It several years in development and it better than the products we have before and the products we compete with in the market. So we feel better about the competitive position.

That said, migrating a couple of thousand legacy customers to the new platform is going to be a multiyear journey as we -- and so we just want to caveat that. And so the growth expectations little bit. It is important -- it is a hybrid SaaS and the gross margins are good.

It generate solid EBITDA performance and contribute to cash flows, and so while adding to its sales and product development and growing the senior executive leading team, it's also, Gerry and -- so it's effectively profitable growth. Yes, I sure a little complex growth rate, but I do feel that this will position us for '19 and beyond..

Great. And just 1 follow-up for me. Bobby, as it relates to the RQI JV partnership plan, I'm trying to think of, maybe sort of not the right way to look at it but it would seem to be that for HealthStream, there's none of the benefit in that agreement. There's a lot more benefit being added on that at his side.

I don't know if they have a replacement in terms of its underlying platform to deliver but am I looking at that the right way or not?.

I think it definitely would make your products stickier, and we spent a decade selling those products and there good products and the customers obviously benefited from them and deploy them and as you develop skills in fourth quarter, it really wanted the joint service model that we delivered from it can easily be saying no, what is the quarter and buy from RQI partners but they really all top off to make sure they've got great service.

And then of course, we adopt and provide continued support. But I think piece of contract to us and the proven delivery model resulted in quite a lot of sales in the fourth quarter. So if they benefited more but it also represented the milestones change from a single provider to the market to seriously bringing to potential providers the market.

So in order to take that inflection point and bring the American Red Cross fully to the table competitively, it's the right way to service customers but also create choice and competition where there has never been in the marketplace. So I think on balance, they may have benefit a little bit more by making their products sticky.

We obviously benefited because we have a longer right way to introduce new products now. As you can tell, we estimate the earlier revenues the decline in '19. The decline will be steeper and hotter in 2020 or 2021.

But we've essentially deferred the decline in that area of business are for the whole year and vice a lot more time to get the message out into products and instructed their overall equity that apply capital. So I think all parties will benefit.

Of the really the customers who have invested and have their choice, and HealthStream is the 1 bringing that choice so I think that also be respected and appreciated by our customers. But it was kind of a central move for both parties. Remember, our entire organization and so we focus on sales and marketing of the American Red Cross program now.

And as they sell their products, they can promise compatibility but we're out now presents the options for the market and become very excited about it..

And our next question comes from the night of Vincent Colicchio of Barrington Research..

Bobby, can you remind us the mechanics of the revenue recognition with the Laerdal products? I was a little surprised of the size of the revenue running to Q2..

What we see some of those going to 2 buckets. So the legacy agreements, we would sell on subscription utilization basis. So when you think of customers say buying a two year popoff, we would recognize revenue ratably over the period based on consumption patterns or license consumption. And so we sold a lot.

But I don't think the consumption pattern changed a lot, but we did renew on those contracts. And you can tell, we expect a slightly more than $55 million of revenue from the legacy products, which is up from $18 million, which is a lot higher to that.

We expect the second quarter somewhere around middle of the year, second quarter, early third quarter, to be the peak in those revenues. And then as we began to decline, and that decline will continue quarter-over-quarter all the way to zero sometime in the middle of the first quarter 2021. Those two products.

And so we think it should be fairly easy for you to model and estimate the model in four quarters of '19 now because it will be a little better in 55 -- call 4 quarters of the peak in Q2. So hopefully that's fairly easy model for '19..

That's helpful.

And then could you frame your capital allocation priorities for '19?.

Yes. So obviously a big piece of capital is going to go into our new building. We chose to self-finance the buildout and everything because our cost of capital is lower than recognition of allowance, and so big chunk of capital is going to go into building out that the consolidation, the new office building and getting everybody moved over there.

But that's not the priority. That's just the fact. The priorities are, of course, in software development, R&D, launching the new resuscitation products and be OpEx with grow our investments in sales and marketing.

And then on capital standpoint, content development for the first time, if you are going to make it more materials review and see our business model. A little Netflix-like but we have quite a large audience now, nearly $5 million. I wish I could round up that number. I guess 4.9 3 3 million.

And so we're going to invest in targeted areas of content development, and so you'll see a little bit more of that in our capital plans. Everything else, the capital software development, how will go up a little bit each year..

And we have a follow-up question from Richard Close of Canaccord Genuity..

Just two quick follow-ups, just on the headquarter. I guess this call, you're saying it's $2 million in annual expenses higher than previously. I think on the last quarter, you mentioned that it was going to be $2 million in '19 in terms of the higher expenses. I could have that wrong. So I just want a clarification on that front..

Yes, I think both taken ironically are accurate. So we did $2 million more in '19 and on a run rate basis, I guess the first half it would be a rent increase, so it will be annually to the model..

Okay. And my last question would be on RQI.

Can you go through that in terms of maybe the margin profile on that versus HeartCode and then maybe the margin profile are that versus the Red Cross?.

Yes. We'll probably not. And thing that I can say this but the margins on that because it's a feat that connects to network. We don't have any real sales calls, any marketing costs. We don't have -- none of our support costs, just to support and make sure the customers are happy with integration. We're going to be buying development costs.

So it really is a fairly high -- a lower fee and lower revenue but it IS a large contribution margin because it really is a pay to connect and a pay to ensure smooth operation as their product. And so they'll pay for the contract, they recognize the revenue from a top line standpoint and pass a connectivity.

That connectivity fee is an integration fee will be -- it will be a nice feat for us to completely offset the prior margin that we enjoyed but it's a really nice high contribution margin fee coming from that relationship. Now again, we don't expect to see much of those fees in '19 because it really not ready to come out for renewal.

And so when that kicks into play is when the customer on our platform comes up for renewal, they'd say, yes, we want to keep that, receive the product, they license or purchase the product from RQI partners. RQI partners will then build them and send us the fee.

And so it requires whole size of renewals to come up before we start generating those again rather high-margin fees. So after that as Gerry characterized, hopefully some. On the American Red Cross program, we're not going to give a lot of details in that but we have said in the past that it's material in the air gross margin for us.

That said, the sales and marketing costs in a launch costs of new products are fairly high and we don't want to underinvest in those.

So it's blended contribution earlier and probably low and in fact, in the call we said that it's absolutely contribution top line could be very low because of the reasons an early that we had such successful fourth quarter so product launch.

So I hope those characterizations but we're probably not going to do anymore product by product gross margin analysis across our portfolio..

And I'm showing no further questions of this topic. I would like to turn the call back to Robert Frist for closing remarks..

Thank you. We look forward to the leadership of Gerry for another month and I really appreciate his 12 years of service for the organization.

We're looking forward to Scottie Roberts stepping up as the interim CFO, welcome the new leaders of our team and thank you all for a great year in 2018 and a lot of hard work in the launching of new products and services in 2019. Look forward to speaking to all of you in the next earnings conference call. Thank you..

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program. You may all disconnect. Everyone, have a wonderful day..