Healthstream, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended June 30, 2008
Commission File No.: 000-27701
HealthStream, Inc.
(Exact name of registrant as specified in its charter)
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Tennessee
(State or other jurisdiction of
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62-1443555
(I.R.S. Employer Identification No.) |
incorporation or organization) |
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209 10th Avenue South, Suite 450
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Nashville, Tennessee
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37203 |
(Address of principal executive offices)
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(Zip Code) |
(615) 301-3100
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer o
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Accelerated filer o |
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No x
As of August 6, 2008, 21,528,728 shares of the registrants common stock were outstanding.
Index to Form 10-Q
HEALTHSTREAM, INC.
PART I. FINANCIAL INFORMATION
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Item 1. |
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Financial Statements |
HEALTHSTREAM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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June 30, |
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December 31, |
|
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2008 |
|
|
2007 |
|
|
|
(Unaudited) |
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|
|
ASSETS |
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|
|
|
|
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Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
5,646,055 |
|
|
$ |
3,599,346 |
|
Restricted cash |
|
|
97,685 |
|
|
|
13,504 |
|
Interest receivable |
|
|
11,383 |
|
|
|
17,340 |
|
Accounts receivable, net of allowance for doubtful accounts of $74,627
and $72,895 at June 30, 2008 and December 31, 2007, respectively |
|
|
6,887,912 |
|
|
|
8,668,093 |
|
Accounts receivable unbilled |
|
|
1,508,387 |
|
|
|
1,051,198 |
|
Deferred tax assets, current |
|
|
360,312 |
|
|
|
360,312 |
|
Prepaid development fees, net of amortization |
|
|
688,447 |
|
|
|
991,732 |
|
Other prepaid expenses and other current assets |
|
|
1,494,786 |
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|
|
976,883 |
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|
|
|
|
|
|
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Total current assets |
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|
16,694,967 |
|
|
|
15,678,408 |
|
Property and equipment: |
|
|
|
|
|
|
|
|
Equipment |
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12,158,981 |
|
|
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11,812,721 |
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Leasehold improvements |
|
|
1,763,167 |
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1,800,633 |
|
Furniture and fixtures |
|
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1,567,627 |
|
|
|
1,597,768 |
|
|
|
|
|
|
|
|
|
|
|
15,489,775 |
|
|
|
15,211,122 |
|
Less accumulated depreciation and amortization |
|
|
(11,861,736 |
) |
|
|
(10,827,932 |
) |
|
|
|
|
|
|
|
|
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|
3,808,039 |
|
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|
4,383,190 |
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|
|
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Capitalized software feature enhancements, net of accumulated
amortization of $2,004,335 and $1,453,720 at June 30, 2008 and
December 31, 2007, respectively |
|
|
4,197,572 |
|
|
|
4,458,644 |
|
Goodwill |
|
|
21,146,864 |
|
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|
21,146,864 |
|
Intangible assets, net of accumulated amortization of $9,175,883
and $8,682,555 at June 30, 2008 and December 31, 2007, respectively |
|
|
5,211,259 |
|
|
|
5,704,587 |
|
Deferred tax assets, noncurrent |
|
|
1,629,550 |
|
|
|
1,629,550 |
|
Other assets |
|
|
221,739 |
|
|
|
360,214 |
|
|
|
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|
|
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Total assets |
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$ |
52,909,990 |
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$ |
53,361,457 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
|
|
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Accounts payable |
|
$ |
651,074 |
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|
$ |
1,741,917 |
|
Accrued liabilities |
|
|
3,045,836 |
|
|
|
3,519,055 |
|
Accrued compensation and related expenses |
|
|
743,415 |
|
|
|
727,280 |
|
Registration liabilities |
|
|
94,165 |
|
|
|
7,243 |
|
Commercial support liabilities |
|
|
533,638 |
|
|
|
265,050 |
|
Deferred revenue |
|
|
10,240,721 |
|
|
|
9,492,970 |
|
Current portion of long term debt |
|
|
715,344 |
|
|
|
706,698 |
|
Current portion of capital lease obligations |
|
|
53,514 |
|
|
|
124,099 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
16,077,707 |
|
|
|
16,584,312 |
|
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|
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|
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Long term debt, less current portion |
|
|
671,191 |
|
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|
1,031,037 |
|
Capital lease obligations, less current portion |
|
|
18,988 |
|
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|
32,490 |
|
Commitments and contingencies |
|
|
|
|
|
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|
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Shareholders equity: |
|
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|
|
|
|
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|
Common stock, no par value, 75,000,000 shares authorized;
22,074,521 and 22,315,485 shares issued and outstanding
at June 30, 2008 and December 31, 2007, respectively |
|
|
96,749,881 |
|
|
|
97,126,520 |
|
Accumulated deficit |
|
|
(60,607,777 |
) |
|
|
(61,412,902 |
) |
|
|
|
|
|
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|
Total shareholders equity |
|
|
36,142,104 |
|
|
|
35,713,618 |
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|
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|
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Total liabilities and shareholders equity |
|
$ |
52,909,990 |
|
|
$ |
53,361,457 |
|
|
|
|
|
|
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|
See accompanying notes to the condensed consolidated financial statements.
1
HEALTHSTREAM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
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|
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Three Months Ended June 30, |
|
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2008 |
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|
2007 |
|
Revenues, net |
|
$ |
13,012,995 |
|
|
$ |
12,046,568 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
Cost of revenues (excluding depreciation and amortization) |
|
|
4,862,638 |
|
|
|
4,359,246 |
|
Product development |
|
|
1,330,530 |
|
|
|
1,100,228 |
|
Sales and marketing |
|
|
2,694,108 |
|
|
|
2,820,633 |
|
Depreciation |
|
|
518,498 |
|
|
|
476,296 |
|
Amortization |
|
|
690,374 |
|
|
|
721,951 |
|
Other general and administrative expenses |
|
|
2,192,591 |
|
|
|
2,160,257 |
|
|
|
|
|
|
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|
Total operating costs and expenses |
|
|
12,288,739 |
|
|
|
11,638,611 |
|
|
|
|
|
|
|
|
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|
Income from operations |
|
|
724,256 |
|
|
|
407,957 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest and other income |
|
|
40,089 |
|
|
|
34,405 |
|
Interest and other expense |
|
|
(16,904 |
) |
|
|
(12,853 |
) |
|
|
|
|
|
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|
Total other income |
|
|
23,185 |
|
|
|
21,552 |
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
747,411 |
|
|
|
429,509 |
|
Income tax provision |
|
|
8,000 |
|
|
|
4,800 |
|
|
|
|
|
|
|
|
Net income |
|
$ |
739,441 |
|
|
$ |
424,709 |
|
|
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|
|
|
|
|
|
|
|
|
|
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|
Net income per share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.03 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.03 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
Weighted average shares of common stock outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
21,961,252 |
|
|
|
21,970,364 |
|
|
|
|
|
|
|
|
Diluted |
|
|
22,578,825 |
|
|
|
22,781,562 |
|
|
|
|
|
|
|
|
See accompanying notes to the condensed consolidated financial statements.
2
HEALTHSTREAM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
|
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|
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|
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|
Six Months Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
Revenues, net |
|
$ |
24,434,695 |
|
|
$ |
20,147,907 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
Cost of revenues (excluding depreciation and amortization) |
|
|
9,390,411 |
|
|
|
7,274,260 |
|
Product development |
|
|
2,614,963 |
|
|
|
2,178,879 |
|
Sales and marketing |
|
|
5,251,096 |
|
|
|
4,555,060 |
|
Depreciation |
|
|
1,040,022 |
|
|
|
832,492 |
|
Amortization |
|
|
1,414,925 |
|
|
|
1,221,654 |
|
Other general and administrative expenses |
|
|
3,955,072 |
|
|
|
3,768,541 |
|
|
|
|
|
|
|
|
Total operating costs and expenses |
|
|
23,666,489 |
|
|
|
19,830,886 |
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
768,206 |
|
|
|
317,021 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest and other income |
|
|
86,218 |
|
|
|
181,965 |
|
Interest and other expense |
|
|
(41,299 |
) |
|
|
(20,862 |
) |
|
|
|
|
|
|
|
Total other income |
|
|
44,919 |
|
|
|
161,103 |
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
813,125 |
|
|
|
478,124 |
|
Income tax provision |
|
|
8,000 |
|
|
|
8,866 |
|
|
|
|
|
|
|
|
Net income |
|
$ |
805,125 |
|
|
$ |
469,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.04 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.04 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares of common stock outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
22,024,098 |
|
|
|
21,953,075 |
|
|
|
|
|
|
|
|
Diluted |
|
|
22,652,960 |
|
|
|
22,692,328 |
|
|
|
|
|
|
|
|
See accompanying notes to the condensed consolidated financial statements.
3
HEALTHSTREAM, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Accumulated |
|
|
Total Shareholders |
|
|
|
Shares |
|
|
Amount |
|
|
Deficit |
|
|
Equity |
|
Balance at December 31, 2007 |
|
|
22,315,485 |
|
|
$ |
97,126,520 |
|
|
$ |
(61,412,902 |
) |
|
$ |
35,713,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
805,125 |
|
|
|
805,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation |
|
|
|
|
|
|
426,112 |
|
|
|
|
|
|
|
426,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock to
Employee Stock Purchase Plan |
|
|
53,108 |
|
|
|
130,911 |
|
|
|
|
|
|
|
130,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common stock |
|
|
(324,000 |
) |
|
|
(999,978 |
) |
|
|
|
|
|
|
(999,978 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options |
|
|
29,928 |
|
|
|
66,316 |
|
|
|
|
|
|
|
66,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2008 |
|
|
22,074,521 |
|
|
$ |
96,749,881 |
|
|
$ |
(60,607,777 |
) |
|
$ |
36,142,104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the condensed consolidated financial statements.
4
HEALTHSTREAM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
805,125 |
|
|
$ |
469,258 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
1,040,022 |
|
|
|
832,492 |
|
Amortization |
|
|
1,414,925 |
|
|
|
1,221,654 |
|
Stock based compensation expense |
|
|
426,112 |
|
|
|
487,566 |
|
Provision for doubtful accounts |
|
|
20,000 |
|
|
|
|
|
Realized loss on disposal of property and equipment |
|
|
15,605 |
|
|
|
844 |
|
Changes in operating assets and liabilities, excluding effects of acquisition: |
|
|
|
|
|
|
|
|
Accounts and unbilled receivables |
|
|
1,302,992 |
|
|
|
869,356 |
|
Restricted cash |
|
|
(84,181 |
) |
|
|
194,443 |
|
Interest receivable |
|
|
5,957 |
|
|
|
58,046 |
|
Prepaid development fees |
|
|
(67,698 |
) |
|
|
(310,746 |
) |
Other prepaid expenses and other current assets |
|
|
(517,903 |
) |
|
|
(194,871 |
) |
Other assets |
|
|
138,475 |
|
|
|
232,311 |
|
Accounts payable |
|
|
(1,090,843 |
) |
|
|
(1,020,141 |
) |
Accrued liabilities and accrued compensation and related expenses |
|
|
(447,890 |
) |
|
|
(224,777 |
) |
Registration liabilities |
|
|
86,922 |
|
|
|
(186,721 |
) |
Commercial support liabilities |
|
|
268,588 |
|
|
|
(39,193 |
) |
Deferred revenue |
|
|
747,751 |
|
|
|
511,756 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
4,063,959 |
|
|
|
2,901,277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Acquisition, net of cash acquired |
|
|
(9,194 |
) |
|
|
(11,953,378 |
) |
Proceeds from maturities and sales of investments in marketable securities |
|
|
|
|
|
|
2,500,000 |
|
Purchases of investments in marketable securities |
|
|
|
|
|
|
(800,000 |
) |
Payments associated with capitalized software feature enhancements |
|
|
(289,542 |
) |
|
|
(1,046,831 |
) |
Purchases of property and equipment |
|
|
(480,477 |
) |
|
|
(770,711 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(779,213 |
) |
|
|
(12,070,920 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options |
|
|
66,316 |
|
|
|
18,150 |
|
Issuance of common stock to Employee Stock Purchase Plan |
|
|
130,911 |
|
|
|
121,723 |
|
Payments on promissory note |
|
|
(351,200 |
) |
|
|
(57,272 |
) |
Payments on capital lease obligations |
|
|
(84,087 |
) |
|
|
(89,613 |
) |
Repurchase of common stock |
|
|
(999,978 |
) |
|
|
|
|
Borrowings under revolving credit facility |
|
|
|
|
|
|
1,500,000 |
|
Payments under revolving credit facility |
|
|
|
|
|
|
(1,500,000 |
) |
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(1,238,037 |
) |
|
|
(7,012 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
2,046,709 |
|
|
|
(9,176,655 |
) |
Cash and cash equivalents at beginning of period |
|
|
3,599,346 |
|
|
|
10,725,780 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
5,646,055 |
|
|
$ |
1,549,125 |
|
|
|
|
|
|
|
|
See accompanying notes to the condensed consolidated financial statements.
5
HEALTHSTREAM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States 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 generally accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. All significant intercompany transactions
have been eliminated in consolidation. Operating results for the three and six months ended June
30, 2008 are not necessarily indicative of the results that may be expected for the year ending
December 31, 2008.
The balance sheet at December 31, 2007 is consistent with the audited financial statements at that
date but does not include all of the information and footnotes required by accounting principles
generally accepted in the United States for a complete set of financial statements. For further
information, refer to the consolidated financial statements and footnotes thereto for the year
ended December 31, 2007 (included in the Companys Annual Report on Form 10-K, filed with the
Securities and Exchange Commission).
2. RECENT ACCOUNTING PRONOUNCEMENTS
On September 20, 2006, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements (SFAS No. 157). SFAS
No. 157 defines fair value, establishes a framework for measuring fair value in accordance with
accounting principles generally accepted in the United States, and expands disclosures about fair
value measurements. On February 12, 2008, the FASB issued FASB Staff Position SFAS No. 157-2,
Effective Date of FASB Statement No. 157 (FSP 157-2). FSP 157-2 amended SFAS No. 157, to delay
the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except
those that are recognized or disclosed at fair value in the financial statements on a recurring
basis (that is, at least annually). FSP 157-2 defers the effective date of SFAS No. 157 to fiscal
years beginning after November 15, 2008, and interim periods within those fiscal years for items
within the scope of FSP 157-2. The Company became subject to the remaining provisions of SFAS No.
157 on January 1, 2008. The adoption of SFAS No. 157 did not have any impact on our financial
condition, results of operations, or cash flow.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS No. 159). This new standard provides companies with an option to
report selected financial assets and liabilities at fair value. Generally accepted accounting
principles have required different measurement attributes for different assets and liabilities that
can create artificial volatility in earnings. The FASB believes that SFAS No. 159 helps to mitigate
this type of accounting-induced volatility by enabling companies to report related assets and
liabilities at fair value, which would likely reduce the need for companies to comply with detailed
rules for hedge accounting. SFAS No. 159 also establishes presentation and disclosure requirements
designed to facilitate comparisons between companies that choose different measurement attributes
for similar types of assets and liabilities. The new Statement does not eliminate disclosure
requirements included in other accounting standards, including requirements for disclosures about
fair value measurements included in SFAS No. 157 and SFAS No. 107, Disclosures about Fair Value of
Financial Instruments. The Company adopted SFAS No. 159 on January 1, 2008. Because the Company
did not elect the fair value option, the adoption of SFAS No. 159 did not have any impact on our
financial condition, results of operations, or cash flow.
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS No. 141(R)).
SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures
in its financial statements the identifiable assets acquired, the liabilities assumed, any
noncontrolling interest in the acquiree and the goodwill acquired. SFAS No. 141(R) changes the
accounting for acquisition-related restructuring cost accruals and the recognition of changes in
the acquirers income tax valuation allowance, and no longer permits the capitalization of certain
acquisition costs. In addition the Statement establishes disclosure requirements to enable the
evaluation of the nature and financial effects of the business combination. This Statement is
effective beginning January 1, 2009 for the Company. Management is currently evaluating the impact
that adoption of this new standard will have on the Companys financial position, results of
operations, and cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statementsan amendment of Accounting Research Bulletin No. 51 (SFAS No. 160). SFAS No. 160
establishes accounting and reporting standards for ownership interests in subsidiaries held by
parties other than the parent, the amount of consolidated net income attributable to the parent and
to the noncontrolling interest, changes in a parents ownership interest, and the valuation of
retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS No. 160 also
establishes disclosure requirements that clearly identify and distinguish between the interests of
the parent and the interests of the noncontrolling owners. This statement is effective beginning
January 1, 2009 for the Company. Management is currently evaluating the impact that adoption
of this new standard will have on the Companys financial position, results of operations,
and cash flows.
6
HEALTHSTREAM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. INCOME TAXES
Income taxes are accounted for under the provisions of SFAS No. 109, Accounting for Income Taxes
(SFAS No. 109). Under SFAS No. 109, 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. Under the provisions of SFAS No. 109, management evaluates all available
evidence, both positive and negative, to determine whether, based on the weight of that evidence, a
valuation allowance is needed. Future realization of the tax benefit of an existing deductible
temporary difference or carryforward ultimately depends on the existence of sufficient taxable
income of the appropriate character within the carryback or carryforward period available under the
tax law. SFAS No. 109 identifies four possible sources of taxable income that may be available
under the tax law to realize a tax benefit for deductible temporary differences and carryforwards:
1) future reversals of existing taxable temporary differences, 2) future taxable income exclusive
of reversing temporary differences and carryforwards, 3) taxable income in prior carryback year(s)
if carryback is permitted under the tax law, and 4) tax-planning strategies that would, if
necessary, be implemented to realize deductible temporary differences or carryforwards prior to
their expiration. Managements estimate of future taxable income is performed during the fourth
quarter in connection with the Companys annual budget process. Management also reviews the
realizability of deferred tax assets each period based on the above criteria and has established a
valuation allowance for the portion of its net deferred tax assets that are not more likely than
not expected to be realized.
The Companys effective tax rate for the three and six months ended June 30, 2008 and June 30, 2007
is substantially less than the statutory rate because a significant portion of our taxable income
has been offset through utilization of our net operating loss carryforwards. The utilization of NOL
carryforwards for the six months ended June 30, 2008 resulted in a reduction of the valuation
allowance of approximately $453,000. The Companys effective tax rate could change in the future
based on our projections of taxable income, changes in federal or state tax rates, or changes in
state apportionment factors, as well as changes in the valuation allowance applied to the Companys
deferred tax assets.
The Company accounts for income tax uncertainties under the provisions of FASB Interpretation No.
48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109
(FIN 48). As of June 30, 2008 and December 31, 2007, the Companys condensed consolidated balance
sheets did not reflect a liability for uncertain tax positions, nor any accrued penalties or
interest associated with income tax uncertainties. The Company is subject to income taxation at
the federal and various state levels. The Company is subject to U.S. federal tax examinations for
tax years through 2007, subject to the statute of limitations. The Company has no income tax
examinations in process.
4. STOCK BASED COMPENSATION
The Company maintains two stock incentive plans and an Employee Stock Purchase Plan. We account for
our stock based compensation plans under the provisions of SFAS No. 123(R), Share-Based Payments,
which requires companies to recognize compensation expense, using a fair-value based method, for
costs related to share-based payments, including stock options. We use the Black Scholes option
pricing model for calculating the fair value of awards issued under our stock based compensation
plans. During the six months ended June 30, 2008 we granted 498,000 stock options with a weighted
average grant date fair value of $1.69. During the six months ended June, 2007, we granted 490,000
stock options with a weighted average grant date fair value of $2.46. The fair value of stock based
awards granted during the six months ended June 30, 2008 and 2007 was estimated using the Black
Scholes option pricing model, with the assumptions as follows:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
2008 |
|
|
2007 |
|
Risk-free interest rate |
|
|
2.63 - 3.56 |
% |
|
|
4.45 - 4.80 |
% |
Expected dividend yield |
|
|
0.0% |
|
|
|
0.0% |
|
Expected life (in years) |
|
|
5 - 8 |
|
|
|
5 - 8 |
|
Expected forfeiture rate |
|
|
0-20% |
|
|
|
0-30% |
|
Volatility |
|
|
65% |
|
|
|
75% |
|
7
HEALTHSTREAM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
4. STOCK BASED COMPENSATION (continued)
Total stock based compensation expense recorded for the three and six months ended June 30, 2008
and 2007, which is recorded in our statements of income, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Cost of revenues (excluding depreciation and amortization) |
|
$ |
12,750 |
|
|
$ |
17,064 |
|
|
$ |
23,549 |
|
|
$ |
27,552 |
|
Product development |
|
|
40,072 |
|
|
|
51,948 |
|
|
|
73,319 |
|
|
|
90,800 |
|
Sales and marketing |
|
|
55,610 |
|
|
|
52,536 |
|
|
|
105,824 |
|
|
|
88,668 |
|
Other general and administrative |
|
|
164,745 |
|
|
|
219,401 |
|
|
|
223,420 |
|
|
|
280,546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock based compensation expense |
|
$ |
273,177 |
|
|
$ |
340,949 |
|
|
$ |
426,112 |
|
|
$ |
487,566 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5. BUSINESS COMBINATION
On March 12, 2007, the Company acquired all of the stock of The Jackson Organization, Research
Consultants, Inc. (TJO). TJO provides healthcare organizations a wide range of quality and
satisfaction surveys, data analyses of survey results, and other research-based measurement tools.
Consideration paid to the sellers of TJO included approximately $11.5 million in cash and 252,616
shares of our common stock. The Company also incurred direct, incremental expenses associated with
the acquisition of approximately $689,000. All of the shares of common stock issued in the
acquisition are being held in an escrow account for eighteen months from the acquisition date,
subject to any claims for indemnification pursuant to the stock purchase agreement. Of the cash
consideration portion, approximately $750,000 is being held in escrow pending satisfaction of
certain items pursuant to the stock purchase agreement. There have been no claims against the stock
escrow and cash escrow accounts as of June 30, 2008. The results of operations for TJO have been
included in the Companys statement of operations beginning March 12, 2007.
The following unaudited combined results of operations give effect to the operations of TJO as if
the acquisition had occurred as of January 1, 2007. These unaudited combined results of operations
include certain adjustments arising from the acquisition such as adjustment for TJO shareholder
compensation, amortization of intangible assets, elimination of acquisition costs incurred by TJO,
and the elimination of interest income associated with cash paid for TJO by the Company. The pro
forma combined results of operations do not purport to represent what the Companys results of
operations would have been had such transactions in fact occurred at the beginning of the
period presented or to project the Companys results of operations in any future period.
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, 2007 |
|
Revenue |
|
$ |
22,698,046 |
|
|
|
|
|
Net income |
|
$ |
676,341 |
|
|
|
|
|
Net income per share: |
|
|
|
|
Basic |
|
$ |
0.03 |
|
|
|
|
|
Diluted |
|
$ |
0.03 |
|
|
|
|
|
6. NET INCOME PER SHARE
Basic net income 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 net income per share is computed by dividing the net income for the period by the weighted
average number of common and common equivalent shares outstanding during the period. Common
equivalent shares, composed of incremental common shares issuable upon the exercise of stock
options and warrants, escrowed or restricted shares, and shares subject to vesting are included in
diluted net income per share only to the extent these shares are dilutive. Common equivalent shares
are dilutive when the average market price during the period exceeds the exercise price of the
underlying shares. The total number of common equivalent shares excluded from the calculations of
diluted net income per share, due to their anti-dilutive effect, was approximately 2.0 million and
1.8 million for the three and six months ended June 30, 2008, respectively, and approximately 2.2
million and 1.9 million for the three and six months ended June 30, 2007, respectively.
8
HEALTHSTREAM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. NET INCOME PER SHARE (continued)
The following table sets forth the computation of basic and diluted net income per share for three
and six months ended June 30, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
739,441 |
|
|
$ |
424,709 |
|
|
$ |
805,125 |
|
|
$ |
469,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
21,961,252 |
|
|
|
21,970,364 |
|
|
|
22,024,098 |
|
|
|
21,953,075 |
|
Employee stock options and escrowed shares |
|
|
617,573 |
|
|
|
811,198 |
|
|
|
628,862 |
|
|
|
739,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
22,578,825 |
|
|
|
22,781,562 |
|
|
|
22,652,960 |
|
|
|
22,692,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.03 |
|
|
$ |
0.02 |
|
|
$ |
0.04 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.03 |
|
|
$ |
0.02 |
|
|
$ |
0.04 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7. BUSINESS SEGMENTS
We provide our services to healthcare organizations, pharmaceutical and medical device companies,
and other members within the healthcare industry. Our services are primarily focused on the
delivery of education and training products and services (HealthStream Learning), as well as survey
and research services (HealthStream Research). The accounting policies of the segments are the same
as those described in the summary of significant accounting policies in our Annual Report on Form
10-K for the year ended December 31, 2007.
We measure segment performance based on operating income (loss) before income taxes and prior to
the allocation of certain corporate overhead expenses, interest income, interest expense, and
depreciation. We have revised our measure of segment performance and are now allocating building
and utility expenses to Learning, which had previously been included in Unallocated. We have also
restated historical periods for both Learning and Unallocated to reflect the allocation of these
corporate overhead expenses. The following is our business segment information as of and for the
three and six months ended June 30, 2008 and 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Learning |
|
$ |
8,172,642 |
|
|
$ |
6,497,960 |
|
|
$ |
15,669,348 |
|
|
$ |
12,976,519 |
|
Research |
|
|
4,480,353 |
|
|
|
5,548,608 |
|
|
|
8,765,347 |
|
|
|
7,171,388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenue |
|
$ |
13,012,995 |
|
|
$ |
12,046,568 |
|
|
$ |
24,434,695 |
|
|
$ |
20,147,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Learning |
|
$ |
1,665,897 |
|
|
$ |
560,484 |
|
|
$ |
3,325,529 |
|
|
$ |
1,968,507 |
|
Research |
|
|
972,534 |
|
|
|
1,564,405 |
|
|
|
1,001,478 |
|
|
|
1,521,423 |
|
Unallocated |
|
|
(1,914,175 |
) |
|
|
(1,716,932 |
) |
|
|
(3,558,801 |
) |
|
|
(3,172,909 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income from operations |
|
$ |
724,256 |
|
|
$ |
407,957 |
|
|
$ |
768,206 |
|
|
$ |
317,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008 |
|
|
December 31, 2007 |
|
Segment assets |
|
|
|
|
|
|
|
|
Learning * |
|
$ |
15,241,897 |
|
|
$ |
17,270,540 |
|
Research * |
|
|
26,053,572 |
|
|
|
26,284,097 |
|
Unallocated |
|
|
11,614,521 |
|
|
|
9,806,820 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
52,909,990 |
|
|
$ |
53,361,457 |
|
|
|
|
|
|
|
|
* Segment assets include accounts and unbilled receivables, goodwill, intangible assets,
capitalized software feature enhancements, restricted cash, prepaid and other current assets,
other assets, and certain property and equipment. Cash and cash equivalents are not allocated to
individual segments, and are included within Unallocated. A significant portion of property and
equipment assets are included within Unallocated.
9
HEALTHSTREAM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. GOODWILL
We account for goodwill under the provisions of SFAS No. 142, Goodwill and Other Intangible
Assets (SFAS No. 142). We test goodwill for impairment using a discounted cash flow model. We
perform our annual impairment evaluation of goodwill during the fourth quarter of each year and as
changes in facts and circumstances indicate impairment exists. The technique used to determine the
fair value of our reporting units is sensitive to estimates and assumptions associated with cash
flow from operations and its growth, discount rates, and reporting unit terminal values. If these
estimates or their related assumptions change in the future, we may be required to record
impairment charges, which could adversely impact our operating results for the period in which such
a determination is made.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Learning |
|
Research |
|
Total |
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2008 |
|
$ |
3,306,688 |
|
|
$ |
17,840,176 |
|
|
$ |
21,146,864 |
|
Changes in carrying value of goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2008 |
|
$ |
3,306,688 |
|
|
$ |
17,840,176 |
|
|
$ |
21,146,864 |
|
|
|
|
|
|
|
|
|
|
|
9. INTANGIBLE ASSETS
All identifiable intangible assets have been evaluated in accordance with SFAS No. 142 and are
considered to have finite useful lives. Intangible assets with finite lives are being amortized
over their estimated useful lives, ranging from one to eight years. Amortization of intangible
assets was $236,719 and $330,208 for the three months ended June 30, 2008 and 2007, respectively,
and $493,328 and $498,789 for the six months ended June 30, 2008 and 2007, respectively.
Identifiable intangible assets are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2008 |
|
|
As of December 31, 2007 |
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Gross Amount |
|
|
Amortization |
|
|
Net |
|
|
Gross Amount |
|
|
Amortization |
|
|
Net |
|
Customer related |
|
$ |
9,915,000 |
|
|
$ |
(4,906,162 |
) |
|
$ |
5,008,838 |
|
|
$ |
9,915,000 |
|
|
$ |
(4,470,224 |
) |
|
$ |
5,444,776 |
|
Content |
|
|
3,500,000 |
|
|
|
(3,500,000 |
) |
|
|
|
|
|
|
3,500,000 |
|
|
|
(3,500,000 |
) |
|
|
|
|
Other |
|
|
972,142 |
|
|
|
(769,721 |
) |
|
|
202,421 |
|
|
|
972,142 |
|
|
|
(712,331 |
) |
|
|
259,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
14,387,142 |
|
|
$ |
(9,175,883 |
) |
|
$ |
5,211,259 |
|
|
$ |
14,387,142 |
|
|
$ |
(8,682,555 |
) |
|
$ |
5,704,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated amortization expense for the periods and years ending December 31, is as follows:
|
|
|
|
|
July 1, 2008 through December 31, 2008 |
|
$ |
473,438 |
|
2009 |
|
|
946,875 |
|
2010 |
|
|
946,875 |
|
2011 |
|
|
886,794 |
|
2012 |
|
|
871,875 |
|
2013 and thereafter |
|
|
1,085,402 |
|
|
|
|
|
Total |
|
$ |
5,211,259 |
|
|
|
|
|
10. DEBT
As of June 30, 2008, the Companys debt outstanding consisted of a promissory note with a remaining
balance due of $1.4 million. The promissory note is being repaid on a monthly basis through June
2010. The note bears interest at an annual rate of 2.32% and is unsecured. The Company may not
prepay the loan without consent from the lender, and if a prepayment request is granted by the
lender, a prepayment fee may be assessed.
10
|
|
|
Item 2. |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Special Cautionary Notice Regarding Forward-Looking Statements
This Quarterly Report includes various forward-looking statements that are subject to risks and
uncertainties. Forward-looking statements include without limitation, statements preceded by,
followed by, or that otherwise include the words believes, expects, anticipates, intends,
estimates or similar expressions. For those statements, HealthStream, Inc. claims the protection
of the safe harbor for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995.
The following important factors, in addition to those discussed elsewhere in this Quarterly Report
and in our Annual Report on Form 10-K, could affect our future financial results and could cause
actual results to differ materially from those expressed in forward-looking statements contained in
this document:
|
|
|
our ability to effectively implement our growth strategy, as well as manage
growth of our operations and infrastructure; |
|
|
|
|
fluctuation in quarterly operating results caused by a variety of factors
including the timing of sales, revenue recognition, customer renewals, and customer
scheduling and acceptance; |
|
|
|
|
variability and length of our sales cycle; |
|
|
|
|
our ability to maintain and continue our competitive position against current and potential competitors; |
|
|
|
|
our ability to obtain proper distribution rights from content partners to support growth in courseware subscriptions; |
|
|
|
|
our ability to develop enhancements to our existing products and services,
achieve widespread acceptance of new features, or keep pace with technological
developments; |
|
|
|
|
loss of a significant customer and concentration of a significant portion of our
revenue with a relatively small number of customers; |
|
|
|
|
our ability to accurately forecast results of operations due to certain revenue
components being subject to significant fluctuations and an increase in the percentage
of our business subject to renewal; |
|
|
|
|
our ability to address and resolve in a timely manner any customer concerns with
the new version of our HealthStream Learning Center® (HLC) platform; |
|
|
|
|
our ability to adequately address our customers needs regarding their use of our products and services; |
|
|
|
|
our ability to adequately maintain our network infrastructure, computer systems, software and related security; |
|
|
|
|
our ability to protect our intellectual property; |
|
|
|
|
the effect of governmental regulation on us, our business partners and our
customers, including, without limitation, changes in federal, state and international
laws or other regulations regarding education, training and Internet transactions; and |
|
|
|
|
other risk factors detailed in our Annual Report on Form 10-K for the year ended
December 31, 2007, and our other filings with the Securities and Exchange Commission. |
Overview
HealthStreams services are focused on the professionals who work within healthcare organizations,
and include the delivery of education and training products and services (HealthStream Learning),
as well as survey and research services (HealthStream Research). HealthStream Learning products
and services are used by healthcare organizations to meet a broad range of their training and
assessment needs, while HealthStream Research products and services provide our customers valuable
insight into measuring quality and satisfaction of physicians, patients, employees, and members of
the community. Across both our HealthStream Learning and HealthStream Research segments,
HealthStreams customers include over 2,400 healthcare organization facilities (predominately
acute-care facilities) throughout the United States.
We provide HealthStream Learning products and services to over 1,700 healthcare facilities. The
Companys flagship learning product is the HLC, our proprietary, Internet-based learning platform.
We deliver educational and training courseware to our customers through the HLC platform.
HealthStream Learning products and services are focused on education and training initiatives
designed to reach hospital-based healthcare professionals, as well as physicians and medical device
and pharmaceutical device industry sales representatives. We offer a variety of online educational
and training courseware and also provide traditional seminar and paper-based educational
activities. We also deliver Internet-based medical device training within hospitals through our
HospitalDirect® platform.
11
We provide HealthStream Research products and services to over 1,100 healthcare facilities. These
products include quality and satisfaction surveys, data analyses of survey results, and other
research-based measurement tools focused on patients, physicians, employees, and members of the
community. HealthStream Research services are designed to provide customers thorough analyses that
provide insightful recommendations for change; to provide benchmarking capability using our
comprehensive databases; and to provide consulting services to identify solutions for our customers
based on their survey results. As a certified vendor designated by the Centers for Medicare &
Medicaid Services, we offer our customers CAHPS® (Consumer Assessment of Health Plan
Survey) Hospital Survey services.
Key financial and operational indicators for the second quarter of 2008 include:
|
|
|
Revenues of $13.0 million in the second quarter of 2008, up 8% over the second quarter
of 2007 |
|
|
|
|
Net income of $739,000 in the second quarter of 2008, up from $425,000 in the second
quarter of 2007 |
|
|
|
|
1,639,000 healthcare professional subscribers fully implemented on our Internet-based
learning network at June 30, 2008, up from 1,422,000 at June 30, 2007 |
|
|
|
|
Approximately $1.0 million invested in our stock repurchase plan during the second
quarter of 2008 |
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States (US GAAP). These accounting principles require
us to make certain estimates, judgments and assumptions during the preparation of our financial
statements. We believe the estimates, judgments and assumptions upon which we rely are reasonable
based upon information available to us at the time they are made. These estimates, judgments and
assumptions can affect the reported amounts of assets and liabilities as of the date of the
financial statements, as well as the reported amounts of revenues and expenses during the periods
presented. To the extent there are material differences between these estimates, judgments or
assumptions and actual results, our financial statements will be affected.
The accounting policies and estimates that we believe are the most critical in fully understanding
and evaluating our reported financial results include the following:
|
|
|
Revenue recognition |
|
|
|
|
Product development costs and related capitalization |
|
|
|
|
Goodwill, intangibles, and other long-lived assets |
|
|
|
|
Allowance for doubtful accounts |
|
|
|
|
Accrual for service interruptions |
|
|
|
|
Stock based compensation |
|
|
|
|
Accounting for income taxes |
|
|
|
|
Nonmonetary exchange of content rights and deferred service credits |
In many cases, the accounting treatment of a particular transaction is specifically dictated by US
GAAP and does not require managements judgment in its application. There are also areas in which
managements judgment in selecting among available alternatives would not produce a materially
different result. See Notes to Consolidated Financial Statements in our Annual Report on Form 10-K
for the year ended December 31, 2007 filed with the Securities and Exchange Commission, which
contains additional information regarding our accounting policies and other disclosures required by
US GAAP. There have been no changes in our critical accounting policies and estimates from those
reported in our Annual Report on Form 10-K for the year ended December 31, 2007.
Revenues and Expense Components
The following descriptions of the components of revenues and expenses apply to the comparison of
results of operations.
Revenues. Revenues for our HealthStream Learning business segment consist of the provision of
services through our Internet-based HLC, authoring tools, a variety of courseware subscriptions
(add-on courseware), implementation and consulting services, maintenance of 3rd party
content, live event development, online training and content development, online sales training
courses (RepDirect), live educational activities for nurses and other professionals conducted
within healthcare organizations, continuing education activities at association meetings, and
HospitalDirect®. Revenues for our HealthStream Research business segment consist of quality and
satisfaction surveys, data analyses of survey results, and other research-based measurement tools
focused on physicians, patients, employees, and other members of the community.
Cost of Revenues (excluding depreciation and amortization). Cost of revenues consists primarily of
salaries and employee benefits, stock based compensation, employee travel and lodging, materials,
outsourced phone survey support, contract labor, hosting costs, and other direct expenses
associated with revenues as well as royalties paid by us to content providers based on a percentage
of revenues. Personnel costs
12
within cost of revenues are associated with individuals that
facilitate product delivery, provide services, conduct, process and manage phone and paper-based
surveys, handle customer support calls or inquiries, manage the technology infrastructure for our
hosted applications, manage content and survey services, coordinate content maintenance services,
and provide training or implementation services.
Product Development. Product development expenses consist primarily of salaries and employee
benefits, stock based compensation, content acquisition costs before technological feasibility is
achieved, costs associated with the development of content and expenditures associated with
maintaining, developing and operating our training, delivery and administration platforms. In
addition, product development expenses are associated with the development of new software feature
enhancements and new products. Personnel costs within product development include our systems team,
product managers, and other personnel associated with content and product development and product
portfolio management.
Sales and Marketing Expenses. Sales and marketing expenses consist primarily of salaries,
commissions and employee benefits, stock based compensation, employee travel and lodging,
advertising, trade shows, promotions, and related marketing costs. Annually, we host a national
customer conference in Nashville known as The Summit, the costs of which are included in sales
and marketing expenses. Personnel costs within sales and marketing include our sales and marketing
team and strategic account management, as well as our account management group. Our account
management personnel work to help our customers effectively utilize our products and provide
consulting services to identify solutions for our customers based on their use of our products.
Depreciation and Amortization. Depreciation and amortization consist of fixed asset depreciation,
amortization of intangibles considered to have definite lives, amortization of content development
fees, and amortization of capitalized software feature enhancements.
Other General and Administrative Expenses. Other general and administrative expenses consist
primarily of salaries and employee benefits, stock based compensation, employee travel and lodging,
facility costs, office expenses, fees for professional services, and other operational expenses.
Personnel costs within general and administrative expenses include individuals associated with
normal corporate functions (accounting, legal, human resources, administrative, internal
information systems, and executive management) as well as personnel who maintain our accreditation
status with various organizations.
Other Income/Expense. The primary component of other income is interest income related to interest
earned on cash, cash equivalents and investments in marketable securities. The primary component of
other expense is interest expense related to a promissory note, capital leases and our revolving
credit facility.
Three Months Ended June 30, 2008 Compared to Three Months Ended June 30, 2007
Revenues. Revenues increased approximately $966,000, or 8.0%, to $13.0 million for the three months
ended June 30, 2008 from $12.0 million for the three months ended June 30, 2007. Revenues for 2008
consisted of $8.2 million, or 63% of total revenue, for HealthStream Learning and $4.8 million, or
37% of total revenue, for HealthStream Research. In 2007, revenues consisted of $6.5 million, or
54% of total revenue, for HealthStream Learning and $5.5 million, or 46% of total revenue, for
HealthStream Research.
HealthStream Learning revenue growth of $1.7 million, or 25.8%, over the prior year quarter
included $1.6 million from our Internet-based subscription learning products, which includes
revenue increases from the HLC of $900,000 and $666,000 from increased courseware subscriptions and
online training services. Revenues from these products collectively increased 30% over the prior
year second quarter and approximated $6.8 million for the second quarter of 2008. This revenue
growth is a result of both increased HLC subscribers and sales of add-on courseware subscriptions.
The remaining revenue growth came from implementation, development, and consulting services which
increased $481,000 over the prior year second quarter. These revenue increases were partially
offset by a revenue decrease from live events business, study guides and association activities,
which collectively declined $328,000 from the prior year second quarter, primarily due to
decreasing demand for such services.
HealthStream Research revenue for the second quarter of 2008 decreased approximately $708,000, or
12.8%, when compared to the second quarter of 2007. Revenue mix changes over the prior year
included an increase of $232,000 from patient surveys, but was more than offset by revenue declines
of $333,000 from employee surveys, $325,000 from community surveys, and $282,000 from physician
surveys. These revenue decreases resulted from fewer survey projects being performed and completed
during the second quarter of 2008 as compared to the prior year second quarter. This is due in part
to a few of our larger customers electing to delay their surveys, and one customer electing not to
conduct an interim survey which was conducted in the second quarter of 2007.
We expect revenues for the third quarter of 2008 to range between $13.0 and $13.5 million, an
increase of approximately 10 to 14 percent over the prior year third quarter. We expect revenues
from HealthStream Learning to increase between 13 and 16 percent over the prior year third quarter
resulting from growth in our HLC subscriber base and add-on courseware subscriptions. These
expected revenue increases are anticipated to be partially offset by continued declines in several
of our project-based products such as live events and study guides. We expect revenues from
HealthStream Research to increase between seven and 10 percent compared to the prior year third
quarter.
13
Cost of Revenues (excluding depreciation and amortization). Cost of revenues increased
approximately $503,000, or 11.5%, to $4.9 million for the three months ended June 30, 2008 from
$4.4 million for the three months ended June 30, 2007. Cost of revenues as a percentage of revenues
increased to 37.4% of revenues for the three months ended June 30, 2008 from 36.2% of revenues for
the three months ended June 30, 2007. Cost of revenues for HealthStream Learning increased
approximately $484,000 to $2.8 million and approximated 33.7% and 34.9% of revenues for the three
months ended June 30, 2008 and 2007, respectively. The expense increase was primarily associated
with increased royalties paid by us resulting from growth in courseware subscription revenues as
well as increased costs to support the revenue growth in implementation, development, and
consulting services. These expense increases were partially offset by lower expenses associated
with declines in live event, study guides, and association revenues. Cost of revenues for
HealthStream Research increased approximately $20,000 to $2.1 million and approximated 43.6% and
37.7% of revenues for the three months ended June 30, 2008 and 2007, respectively. The increase in
cost of revenues as a percentage of revenues for HealthStream Research resulted primarily from
lower revenues from our higher margin surveys when compared to the prior year quarter.
Gross Margin (excluding depreciation and amortization). Gross margin (which we define as revenues
less cost of revenues divided by revenues) declined to 62.6% for the three months ended June 30,
2008 from 63.8% for the three months ended June 30, 2007. This decline is primarily a result of the
change in revenue mix and related cost of revenues for HealthStream Research discussed above. Gross
margins for HealthStream Learning were 66.3% and 65.1% for the three months ended June 30, 2008 and
2007, respectively. This slight increase is primarily a result of higher subscription based
revenues over the prior year quarter. Gross margins for HealthStream Research were 56.4% and 62.3%
for the three months ended June 30, 2008 and 2007, respectively. The gross margin decline for
HealthStream Research resulted from the change in survey revenue mix and related cost of revenues
mentioned above. We expect gross margins for the third quarter of 2008 to be down slightly compared
to the prior year third quarter.
Product development. Product development expenses increased approximately $230,000, or 20.9%, to
$1.3 million for the three months ended June 30, 2008 from $1.1 million for the three months ended
June 30, 2007. Product development expenses as a percentage of revenues increased to 10.2% of
revenues for the three months ended June 30, 2008 compared to 9.1% of revenues for the three months
ended June 30, 2007. The increase in both amount and as a percentage of revenues primarily resulted
from increased maintenance and support costs of our HealthStream Learning products, as well as a
reclassification of personnel within HealthStream Research to product development from general and
administrative expense.
Product development expenses for HealthStream Learning increased approximately $140,000 and
approximated 13.3% and 14.5% of revenues for the three months ended June 30, 2008 and 2007,
respectively. This expense increase is associated with maintenance and support of our learning
platform products. Product development expenses for HealthStream Research increased approximately
$117,000 and approximated 5.1% and 2.3% of revenues for the three months ended June 30, 2008 and
2007, respectively. This expense increase relates primarily to a reallocation of personnel from
general and administrative expense compared to the prior year quarter. We expect product
development expenses for the third quarter of 2008 to increase in amount and as a percentage of
revenues over the prior year third quarter consistent with the factors previously discussed.
Sales and Marketing. Sales and marketing expenses, including personnel costs, decreased
approximately $127,000, or 4.5%, to $2.7 million for the three months ended June 30, 2008 from $2.8
million for the three months ended June 30, 2007. Approximately $421,000 of the decrease is due to
the timing of our Annual Summit, which occurred during the second quarter of 2007 and will
occur during the third quarter of 2008. The expense decrease was partially offset by incremental
personnel and related expenses from both the HealthStream Learning and HealthStream Research sales
teams. Sales and marketing expenses approximated 20.7% and 23.4% of revenues for the three months
ended June 30, 2008 and 2007, respectively.
Sales and marketing expenses for HealthStream Learning decreased $233,000 and approximated 21.7%
and 30.9% of revenues for the three months ended June 30, 2008 and 2007, respectively. This expense
decrease primarily resulted from the timing of our Annual Summit, and was partially offset by
additional sales personnel and related expenses. Sales and marketing expenses for HealthStream
Research increased approximately $80,000, and approximated 17.5% and 13.9% of revenues for the
three months ended June 30, 2008 and 2007, respectively. This increase resulted primarily from
additional sales personnel and related expenses. We expect sales and marketing expenses for the
third quarter of 2008 to increase in amount and as a percentage of revenues over the prior year
third quarter. We expect that this expense increase will primarily result from the cost of our
Annual Summit and to a lesser extent from new sales personnel hired during late 2007 and early
2008.
Depreciation and Amortization. Depreciation and amortization increased approximately $11,000, and
approximated $1.2 million for both the three months ended June 30, 2008 and 2007. Depreciation,
which is included in the unallocated corporate function, increased $42,000 resulting from capital
expenditures during 2007 and the first half of 2008. Amortization expense decreased $32,000,
primarily due to lower amortization of intangible assets. Amortization for HealthStream Learning
increased $53,000, and approximated 5.4% and 6.0% of revenues for the three months ended June 30,
2008 and 2007, respectively. This increase is associated with capitalized software feature
enhancements associated with our platform products. Amortization for HealthStream Research
decreased $85,000 and approximated 5.1% and 6.0% of revenues for the three months ended June 30,
2008 and 2007, respectively. This decrease is primarily associated with lower amortization of
14
TJO intangible assets resulting from a reduction in the carrying value of such assets upon completion
of the valuation analysis. We expect depreciation and amortization for the third quarter of 2008 be
comparable to the prior year third quarter.
Other General and Administrative. Other general and administrative expenses increased approximately
$32,000, or 1.5%, and approximated $2.2 million for both the three months ended June 30, 2008 and
2007. Other general and administrative expenses as a percentage of revenues decreased to 16.8% for
the three months ended June 30, 2008 from 17.9% for the three months ended June 30, 2007. The
percentage decrease is a result of the revenue increases mentioned above.
Other general and administrative expenses for HealthStream Learning increased $126,000 compared to
the prior year quarter primarily due to increased personnel expenses. Other general and
administrative expenses for HealthStream Research decreased approximately $248,000 from the prior
year quarter, primarily resulting from combining certain functions at the corporate level, the
reallocation of certain personnel to product development, as well as reductions in other expenses.
The unallocated corporate portion of other general and administrative expenses increased $155,000
over the prior year quarter resulting from increased recruiting costs, professional fees, and
various other corporate expenses. We expect other general and administrative expenses for the third
quarter of 2008 to increase in amount, but decrease as a percentage of revenues when compared to
the prior year third quarter.
Other Income (Expense). Other income (expense) increased approximately $1,600 or 7.6%, to $23,000
for the three months ended June 30, 2008 from $22,000 for the three months ended June 30, 2007.
Interest income increased modestly due to higher invested balances compared to the prior year
second quarter, and was partially offset by increased interest expense associated with a promissory
note.
Provision for Income Taxes. The Companys income tax provision primarily consists of the
alternative minimum tax. Taxable income for 2008 is expected to be substantially offset by the
utilization of our net operating loss (NOL) carryforwards.
Net Income. Net income was approximately $739,000 for the three months ended June 30, 2008, up from
$425,000 for the three months ended June 30, 2007. Net income per share during the third quarter of
2008 is expected to range between $0.03 and $0.04 per diluted share.
Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007
Revenues. Revenues increased approximately $4.3 million, or 21.3%, to $24.4 million for the six
months ended June 30, 2008 from $20.1 million for the six months ended June 30, 2007. Revenues for
2008 consisted of $15.7 million for HealthStream Learning and $8.8 million for HealthStream
Research. In 2007, revenues consisted of $13.0 million for HealthStream Learning and $7.1 million
for HealthStream Research. HealthStream Learning experienced growth in revenues from our HLC
subscriber base of $1.8 million, increased add-on courseware subscriptions of $1.2 million, and
$783,000 from implementation, development, and consulting services. This revenue growth was
partially offset by a decline in revenues from live events, study guides, and associations of $1.1
million, primarily due to decreasing demand for these services. HealthStream Research revenue
growth resulted primarily from the TJO acquisition, but was partially offset by lower revenues from
physician, employee, and community surveys which was due to certain large customers electing to
delay projects and in some cases other customers electing not to conduct the same surveys as they
had in the prior year.
Cost of Revenues (excluding depreciation and amortization). Cost of revenues increased
approximately $2.1 million, or 29.1%, to $9.4 million for the six months ended June 30, 2008 from
$7.3 million for the six months ended June 30, 2007. Cost of revenues as a percentage of revenue
approximated 38.4% and 36.1% of revenues for the six months ended June 30, 2008 and 2007,
respectively. Cost of revenues for HealthStream Learning increased $761,000 and approximated 33.2%
and 34.3% of revenues for the six months ended June 30, 2008 and 2007, respectively. This expense
increase resulted primarily from increased royalties paid by us associated with the increase in
courseware subscription revenues as well as increased personnel and related expenses, but was
partially offset by lower costs associated with live events, study guides and association projects.
Cost of revenues for HealthStream Research increased $1.4 million and approximated 47.7% and 39.4%
of revenues for the six months ended June 30, 2008 and 2007, respectively. The primary expense
increases resulted from personnel associated with the TJO acquisition. The decrease as a percentage
of revenues resulted primarily from the project mix and related revenues when compared to the prior
year.
Gross Margin (excluding depreciation and amortization). Gross margin (which we define as revenues
less cost of revenues divided by revenues) was 61.6% and 63.9% for the six months ended June 30,
2008 and 2007, respectively. Gross margins for HealthStream Learning were 66.8% and 65.7% for the
six months ended June 30, 2008 and 2007, respectively. This improvement resulted from the change in
revenue mix and related cost of revenues discussed above. Gross margins for HealthStream Research
were 52.3% and 60.6% for the six months ended June 30, 2008 and 2007, respectively. This decrease
resulted from lower revenues from our higher margin surveys.
Product Development. Product development expenses increased approximately $436,000, or 20.0%, to
$2.6 million for the six months ended June 30, 2008 from $2.2 million for the six months ended June
30, 2007. Product development expenses as a percentage of revenues was 10.7% and 10.8% of revenues
for the six months ended June 30, 2008 and 2007, respectively. Product development expenses for
HealthStream Learning increased $257,000 and approximated 13.6% and 14.4% of revenues for the six
months ended June 30, 2008 and 2007, respectively. The increase resulted from additional personnel
and contract labor associated with the development and maintenance of
15
our learning products.
Product development expenses for HealthStream Research increased $237,000 and approximated 5.6% and
3.5% of revenues for the six months ended June 30, 2008 and 2007, respectively, primarily due to
additional personnel and a reallocation of personnel from general and administrative expense to
product development.
Sales and Marketing. Sales and marketing expenses increased approximately $696,000, or 15.3%, to
$5.3 million for the six months ended June 30, 2008 from $4.6 million for the six months ended June
30, 2007. This increase is primarily associated with additional personnel and related expenses
resulting from both the TJO acquisition as well as additional personnel for both HealthStream
Learning and HealthStream Research sales teams. These expense increases were partially offset by
lower marketing spending, including lower expenses associated with our Annual Summit. As a
percentage of revenues, sales and marketing expenses decreased to 21.5% of revenues for the six
months ended June 30, 2008 from 22.6% of revenues for the six months ended June 30, 2007.
Sales and marketing expenses for HealthStream Learning increased $28,000 and approximated 21.6% and
25.8% of revenues for the six months ended June 30, 2008 and 2007, respectively. HealthStream
Learning experienced an expense increase associated with additional sales personnel and related
expenses, but was substantially offset by lower marketing expenses associated with our Annual
Learning Summit, which occurred during the second quarter of 2007, but will occur during the third
quarter of 2008. Sales and marketing expenses for HealthStream Research increased $618,000 and
approximated 20.0% and 15.8% of revenues for the six months ended June 30, 2008 and 2007,
respectively. This expense increase is associated with both the TJO acquisition and new sales
personnel and related expenses.
Depreciation and Amortization. Depreciation and amortization increased approximately $401,000, or
19.5%, to $2.5 million for the six months ended June 30, 2008 from $2.1 million for the six months
ended June 30, 2007. Depreciation increases of $208,000 primarily resulted from new capital
expenditures and from assets acquired in the TJO acquisition. Amortization increases of $193,000
resulted from capitalized software feature enhancements and TJO intangible asset amortization.
Amortization for HealthStream Learning increased $180,000, or 24.9%, and approximated 5.8% and 5.6%
of revenues for the six months ended June 30, 2008 and 2007, respectively. This increase is
primarily associated with amortization of capitalized software feature enhancements associated with
the HLC platform and other content assets. Amortization for HealthStream Research increased
$12,000, or 2.4%, and approximated 5.8% and 7.0% of revenues for the six months ended June 30, 2008
and 2007, respectively. Depreciation expense, which is included in the unallocated corporate
function, increased $208,000 over the prior year.
Other General and Administrative. Other general and administrative expenses increased approximately
$187,000, or 4.9%, to $4.0 million for the six months ended June 30, 2008 from $3.8 million for the
six months ended June 30, 2007. This increase primarily resulted from the full year impact of the
TJO acquisition, including rent and other office related expenses, as well as increases in other
expenses, which were partially offset by lower stock based compensation expense and contract labor.
Other general and administrative expenses as a percentage of revenues decreased to 16.8% for the
six months ended June 30, 2008 from 18.7% for the six months ended June 30, 2007. Other general and
administrative expenses for HealthStream Learning increased $110,000 over the prior year primarily
due to increased personnel expenses. Other general and administrative expenses for HealthStream
Research decreased $109,000 from the prior year, primarily resulting from lower contract labor and
personnel expenses which resulted from combining certain functions at the corporate level, in
addition to the reallocation of certain personnel to product development. Other general and
administrative expenses for the unallocated corporate functions increased $185,000 over the prior
year and was associated with increases in professional fees, recruiting, and certain expenses to
support the overall growth of the company, but was partially offset by lower stock based
compensation expense.
Other Income (Expense). Other income (expense) decreased approximately $116,000, or 72.1%, to
$45,000 for the six months ended June 30, 2008 from $161,000 for the six months ended June 30,
2007. Interest income from cash and investments in marketable securities decreased $96,000
resulting from lower cash and investments balances, while interest expense increased $20,000
associated with a promissory note.
Provision for Income Taxes. The provision for income taxes for the six months ended June 30, 2008
is associated with federal alternative minimum tax. Our effective tax rate for the six months ended
June 30, 2008 is substantially less than the statutory tax rate since taxable income is expected to
be substantially offset by the utilization of our NOL carryforwards. We expect any additional
taxable income for the remainder of 2008 will be substantially offset by the utilization of our NOL
carryforwards.
Net Income. Net income was approximately $805,000 for the six months ended June 30, 2008 up from
$469,000 for the six months ended June 30, 2007. This improvement is a result of the factors
mentioned above.
Liquidity and Capital Resources
Net cash provided by operating activities was approximately $4.1 million during the six months
ended June 30, 2008 compared to $2.9 million during the six months ended June 30, 2007. Our primary
sources of cash were generated from receipts from the sales of our products and services. Our days
sales outstanding (which we calculate by dividing the accounts receivable balance, excluding
unbilled and other receivables, by average daily revenues for the quarter) approximated 48 days for
the second quarter of 2008 compared to 57 days for the second quarter of 2007. This improvement was
a result of improved collections from customers during the current year quarter. The primary uses
of cash to fund our operations for the quarter ended June 30, 2008 included personnel expenses,
sales commissions, royalty payments,
16
payments for contract labor and other direct expenses
associated with delivery of our products and services, and general corporate expenses, as well as
payments associated with content development.
Net cash used in investing activities approximated $779,000 for the six months ended June 30, 2008
compared to $12.1 million during the six months ended June 30, 2007. The primary uses of cash for
the six months ended June 30, 2008 were associated with property and equipment purchases of
$480,000 and capitalized software feature enhancements of $290,000. In addition we paid $9,000
associated with the valuation of acquired intangible assets associated with the TJO acquisition.
Cash used in financing activities was approximately $1.2 million and $7,000 for the six months
ended June 30, 2008 and 2007, respectively. The primary uses of cash for the six months ended June
30, 2008 related to purchases of common stock pursuant to our stock repurchase plan and payments
under a promissory note and capital lease obligations. The primary source of cash was from our
Employee Stock Purchase Plan and the exercise of stock options.
Our working capital improved to approximately $617,000 at June 30, 2008 from a deficit of $906,000
at December 31, 2007. Current assets increased approximately $1.0 million during 2008 resulting
from increases in cash balances generated from cash receipts from customers which were primarily
used to fund operations while reducing current liabilities that existed at December 31, 2007. In
addition, cash balances were used to repurchase approximately $1.0 million of our common stock
pursuant to our stock repurchase plan. Current liabilities decreased approximately $507,000 during
2008 resulting from payments to vendors. As of June 30, 2008 our primary source of liquidity was
$5.8 million of cash and cash equivalents, restricted cash, and interest receivable. We also have a
$15.0 million revolving credit facility loan agreement, all of which was available at June 30,
2008. Subsequent to June 30, 2008, and as of August 6, 2008, we have used approximately $1.4
million for purchases of common stock pursuant to our stock repurchase plan.
We believe that our existing cash and cash equivalents, restricted cash, related interest
receivable, cash generated from operations, and available borrowings under our revolving credit
facility will be sufficient to meet anticipated cash needs for working capital, new product
development, and capital expenditures for at least the next 12 months. As part of our growth
strategy, we are actively reviewing possible acquisitions and other business ventures that
complement our products and services. We anticipate that future acquisitions or other business
ventures, if any, would be effected through a combination of stock and cash consideration. We may
need to raise additional capital through the issuance of equity or debt securities and/or
borrowings under our revolving credit facility, or another facility, to finance any future
acquisitions or other business ventures. The issuance of our stock as consideration for an
acquisition or other business venture would have a dilutive effect and could adversely affect our
stock price. There can be no assurance that additional sources of financing will be available to us
on acceptable terms, or at all, to consummate any acquisitions or other business ventures. Failure
to generate sufficient cash flow from operations or raise additional capital when required in
sufficient amounts and on terms acceptable to us could adversely affect our business, financial
condition, and results of operations.
Commitments and Contingencies
We expect that our capital expenditures, software feature enhancements, and content purchases will
approximate $4.5 million for 2008. We expect to fund these capital expenditures with existing cash
and investments, from cash generated from operations, and if necessary from our revolving credit
facility.
Our strategic alliances have typically provided for payments to content partners based on revenues
and development partners and other parties based on services rendered. We expect to continue
similar arrangements in the future. We have commitments under capital lease obligations for
computer hardware and operating lease commitments for our operating facilities in Nashville, TN,
Laurel, MD, and Franklin, TN. We also have scheduled monthly payments due under a promissory note.
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Item 3. |
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Quantitative and Qualitative Disclosures about Market Risk |
We are exposed to market risk from changes in interest rates. We do not have any foreign currency
exchange rate risk or commodity price risk. As of June 30, 2008, our outstanding indebtedness
included a promissory note of approximately $1.4 million and approximately $73,000 of capital lease
obligations. We may become subject to interest rate market risk associated with borrowings under
our revolving credit facility, which bears interest at a variable rate based on the 30 Day LIBOR
Rate plus 150 basis points. We are also exposed to market risk with respect to our cash balances.
At June 30, 2008, the Company had cash and cash equivalents, restricted cash, and related interest
receivable totaling approximately $5.8 million. Current investment rates of return approximate 2.0%
3.0%. Assuming a 2.5% rate of return on $5.8 million, a hypothetical 10% decrease in interest
rates would decrease interest income and decrease net income on an annualized basis by
approximately $14,500.
The Company manages its investment risk by investing in corporate debt securities, foreign
corporate debt, secured corporate debt, and municipal debt securities with minimum acceptable
credit ratings. For certificates of deposit and corporate obligations, ratings must be A2/A or
better and A1/P1 or better for commercial paper. The Company also requires that all securities must
mature within 24 months from the original settlement date, the average portfolio shall not exceed
18 months, and the greater of 10% or $5.0 million shall mature within 90 days.
17
Further, the
Companys investment policy also limits concentration exposure and other potential risk areas. As
of June 30, 2008, we maintained no investments in marketable securities.
The above market risk discussion and the estimated amounts presented are forward-looking statements
of market risk assuming the occurrence of certain adverse market conditions. Actual results in the
future may differ materially from those projected as a result of actual developments in the market.
Item 4T. Controls and Procedures
Evaluation of Controls and Procedures
HealthStreams chief executive officer and principal financial officer have reviewed and evaluated
the effectiveness of the Companys disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the Exchange Act))
as of the end of the period covered by this quarterly report. Based on that evaluation, the chief
executive officer and principal financial officer have concluded that HealthStreams disclosure
controls and procedures were effective to ensure that the information required to be disclosed by
the Company in the reports the Company files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange
Commissions rules and forms, and the information required to be disclosed in the reports the
Company files or submits under the Exchange Act was accumulated and communicated to the Companys
management, including its principal executive and principal financial officer, or persons
performing similar functions, as appropriate to allow timely decisions regarding required
disclosure.
Changes in Internal Control Over Financial Reporting
There was no change in HealthStreams internal control over financial reporting that occurred
during the period covered by this quarterly report that has materially affected, or that is
reasonably likely to materially affect, HealthStreams internal control over financial reporting.
PART II OTHER INFORMATION
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Item 2. |
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Unregistered Sales of Equity Securities and Use of Proceeds. |
The Companys Board of Directors authorized the Company to purchase up to $3,000,000 of its common
stock through September 20, 2008. The table below sets forth activity under the stock repurchase
plan for the quarter ended June 30, 2008:
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(d) |
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(c) |
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Maximum number (or |
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(a) |
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Total number of shares (or |
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approximate dollar value) of |
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Total number of |
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(b) |
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units) purchased as part of |
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shares (or units) that may yet |
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shares (or units) |
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Average price paid per share |
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publicly announced plans or |
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be purchased under the plans |
Period |
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purchased |
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(or unit)(1) |
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programs |
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or programs |
Month #1 (April 1 April 30)
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|
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9,600 |
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$ |
2.67 |
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|
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9,600 |
|
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$ |
2,893,339 |
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Month #2 (May 1 May 31)
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314,400 |
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3.07 |
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314,400 |
|
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1,919,239 |
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Month #3 (June 1 June 30)
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|
|
|
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|
|
|
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1,919,239 |
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|
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|
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Total
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324,000 |
|
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$ |
3.06 |
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324,000 |
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$ |
1,919,239 |
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(1) The weighted average price paid per share of common stock does not include the cost of broker commissions.
18
|
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Item 4. |
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Submission of Matters to a Vote of Security Holders |
On May 29, 2008, the Company held its Annual Meeting of Shareholders. At the Annual Meeting, the
shareholders of the Company elected the following persons as Class II directors to serve until the
Annual Meeting of Shareholders in 2011 and until such time as their respective successors are duly
elected and qualified, with the number of votes cast for, or withheld as set forth opposite their
names.
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Votes |
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Withheld |
Nominee |
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For |
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Authority/Abstained |
Jeffrey L. McLaren
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18,772,817 |
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2,015,374 |
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Linda Rebrovick
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18,772,717 |
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2,015,474 |
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Michael Shmerling
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18,772,417 |
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2,015,774 |
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The shareholders of the Company ratified the appointment of Ernst and Young LLP to serve as
the Companys independent registered public accounting firm for the fiscal year ending December 31,
2008, with the number of votes cast for, against, or withheld as set forth below:
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Votes |
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Withheld |
For |
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Against |
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Authority/Abstained |
20,743,500
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32,625 |
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12,066 |
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(a) Exhibits
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31.1 |
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Certification of the Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
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31.2 |
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Certification of the Principal Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 |
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32.1 |
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2 |
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |
19
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
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HEALTHSTREAM, INC.
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By: |
/s/ Gerard M. Hayden, Jr.
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Gerard M. Hayden, Jr. |
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August 8, 2008 |
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Chief Financial Officer |
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20
HEALTHSTREAM, INC.
EXHIBIT INDEX
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31.1 |
|
|
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 |
|
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31.2 |
|
|
Certification of the Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
|
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32.1 |
|
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 |
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32.2 |
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 |
21
EX-31.1 Section 302 Certification of the CEO
Exhibit 31.1
I, Robert A. Frist, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of HealthStream, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrants
ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting.
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Date: August 8, 2008 |
/s/ robert a. frist, Jr.
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Robert A. Frist, Jr. |
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Chief Executive Officer |
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EX-31.2 Section 302 Certification of the CFO
Exhibit 31.2
I, Gerard M. Hayden, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of HealthStream, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrants
ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal control over financial reporting.
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Date: August 8, 2008 |
/s/ Gerard M. Hayden, Jr.
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Gerard M. Hayden, Jr. |
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Chief Financial Officer |
|
EX-32.1 Section 906 Certification of the CEO
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of HealthStream, Inc. (the Company) on Form 10-Q for the
period ending June 30, 2008, as filed with the Securities and Exchange Commission on the date
hereof (the Report), Robert A. Frist, Jr., Chief Executive Officer of the Company certifies,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
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(1) |
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and |
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(2) |
|
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company. |
/s/ robert a. frist, Jr.
Robert A. Frist, Jr.
Chief Executive Officer
August 8, 2008
EX-32.2 Section 906 Certification of the CFO
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of HealthStream, Inc. (the Company) on Form 10-Q for the
period ending June 30, 2008, as filed with the Securities and Exchange Commission on the date
hereof (the Report), Gerard M. Hayden, Jr., Chief Financial Officer of the Company certifies,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
|
(1) |
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and |
|
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(2) |
|
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company. |
/s/ Gerard M. Hayden, Jr.
Gerard M. Hayden, Jr.
Chief Financial Officer
August 8, 2008