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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 000-27701
HEALTHSTREAM, INC.
(Exact name of registrant as specified in its charter)
| Tennessee (State or other jurisdiction of incorporation or organization) |
62-1443555 (I.R.S. Employer Identification No.) |
|
| 209 10th Avenue South, Suite 450 Nashville, Tennessee (Address of principal executive offices) |
37203 (Zip Code) |
(615) 301-3100
(Registrant’s telephone number, including area code)
Securities Registered Pursuant To Section 12(b) Of The Act:
(Registrant’s telephone number, including area code)
Securities Registered Pursuant To Section 12(b) Of The Act:
| Title of each class | Name of each Exchange on which registered | |
| Common Stock, No Par Value | NASDAQ Global Market |
Securities Registered Pursuant To Section 12(g) Of The Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of
15(d) of the Act. Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o No þ
The aggregate market value of the Common Stock issued and outstanding and held by non-affiliates of
the Registrant, based upon the closing sales price for the Common Stock on the NASDAQ Global Stock
Market on June 30, 2008 was $44,073,357. All executive officers and directors of the registrant
have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the
registrant.
As of March 24, 2009, there were 21,382,055 shares of the Registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement for its 2009 Annual Meeting of Shareholders
are incorporated by reference into Part III hereof.
HEALTHSTREAM, INC.
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ANNUAL REPORT ON FORM 10-K
ANNUAL REPORT ON FORM 10-K
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PART I
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934. Such forward-looking statements include, among others,
those statements including the words “expects,” “anticipates,” “intends,” “believes,” “may,”
“will,” “should,” “continue” and similar language or the negative of such terms or other comparable
terminology. Although we believe that the expectations reflected in the forward-looking statements
are reasonable, HealthStream’s actual results may differ significantly from those projected in the
forward-looking statements. Factors that might cause or contribute to such differences include, but
are not limited to, those discussed in the section “Risk Factors” in Item 1A of this Annual Report
on Form 10-K and elsewhere in this document. In addition, factors that we are not currently aware
of could harm our future operating results. You should carefully review the risks described in
other documents HealthStream files from time to time with the Securities and Exchange Commission.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of
the date of this Annual Report on Form 10-K. HealthStream undertakes no obligation to publicly
release any revisions to the forward-looking statements or reflect events or circumstances after
the date of this document.
Item 1. Business
OVERVIEW AND HISTORY
HealthStream, Inc. (HealthStream or the Company) provides Internet-based learning and research
solutions to meet the training, information, and education needs of the healthcare industry. Our
learning products are used by healthcare organizations to meet a broad range of their training and
assessment needs, while our research products provide our customers information about patients’
experiences, workforce challenges, physician relations, and community perceptions of their
services. HealthStream’s customers include healthcare organizations, pharmaceutical and medical
device companies, and other members of the healthcare industry. Our customer base across both
learning and research business units includes over 2,400 healthcare organizations (predominately
acute-care facilities) throughout the United States.
The Company’s flagship learning product is the HealthStream Learning Center® (HLC), our
proprietary, Internet-based learning platform, which at December 31, 2008 had approximately
1,855,000 contracted hospital-based subscribers. We deliver educational and training courseware to
our customers through the HLC platform. We also provide development and delivery of education
initiatives to, and on behalf of, pharmaceutical and medical device companies to reach
hospital-based healthcare professionals, including physicians and industry sales representatives.
Our research products were added as a result of our acquisitions of Data Management & Research,
Inc. (DMR) in March 2005 and The Jackson Organization, Research Consultants, Inc. (TJO) in March
2007, which expanded our service offerings to 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.
Headquartered in Nashville, Tennessee, the Company was incorporated in 1990 and began providing its
Internet-based solutions in 1999 and providing its survey and research solutions in 2005. Including
satellite offices in Laurel, Maryland and Franklin, Tennessee, HealthStream had approximately 300
full-time and 100 part-time employees as of December 31, 2008. From an initial focus on
technology-based training, HealthStream has evolved to provide full-service delivery of education,
training, research, and information to healthcare organizations.
INDUSTRY BACKGROUND
According to the deputy director of the National Health Statistics Group at the Centers for
Medicare and Medicaid Services (CMS), spending in the healthcare industry reached approximately
$2.2 trillion in 2007, or 16.2 percent of the gross domestic product. Hospital care expenditures
accounted for approximately 32 percent of the $2.2 trillion industry. Approximately 10.4 million
professionals are employed in the healthcare segment of the domestic economy, with approximately
5.3 million employed in hospitals, our target market for our learning and research products.
All of the 5.3 million hospital-based healthcare professionals that work in the nation’s
approximately 5,000 acute-care hospitals are required by federal mandates and accrediting bodies to
complete training in a number of areas. This training includes safety training mandated by both the
Occupational Safety and Health Administration (OSHA) and The Joint Commission, as well as training
on patient information confidentiality required under the Health Insurance Portability and
Accountability Act (HIPAA).
In hospitals, staffing issues and personnel shortages have also contributed to the need for
facility based workforce development as well as additional competency based training. The 2007
American Hospital Association (AHA) Survey of Hospital Leaders reported that there were
approximately 116,000 vacancies for registered nurses (RNs) in the nation’s hospitals. Moreover,
approximately 44% of hospitals indicated that recruitment of RNs had grown more difficult in the
last year according to the same report. It is estimated that the shortage of RNs in the United
States will increase to 340,000 by the year 2020 and will increase at three times the current rate
over the next 13 years (Health Affairs, January/February, 2007). We believe that offering
training and education for hospital personnel is increasingly being utilized as a retention and
recruitment incentive.
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Many healthcare professionals use continuing education to keep abreast of the latest developments
and meet licensing, certification, and credentialing requirements. Continuing education
requirements include continuing education for nurses, emergency medical services personnel, first
responder personnel, radiologic personnel, and physicians. Pharmaceutical and medical device
companies must also provide their medical industry sales representatives with training mandated for
the healthcare industry and training for new products. Such companies also provide support for
education and training for those audiences that use their products in healthcare organizations.
A large portion of the nation’s hospitals utilize research and survey tools to gain valuable
insight about patients’ experiences, to assess workforce competency and engagement, to determine
the status of physician relations and to measure the perceptions about the hospitals in the
communities they serve. Industry-wide, interest is increasing in research, due, in part, to the
CAHPS® (Consumer Assessment of Healthcare Providers and Systems) Hospital Survey
launched by CMS in partnership with the Agency for Healthcare Research and Quality (AHRQ).
According to the Deficit Reduction Act of 2005, hospitals must submit data for certain required
quality measures—which for inpatients includes the CAHPS® Hospital Survey—in order to
receive the full market basket increase to their reimbursement payment rates from CMS. Hospitals
that fail to submit this survey data will incur a reduction of two percentage points in the
inpatient market basket update amount for the following federal fiscal year. We are designated as a
certified vendor and offer CAHPS® Hospital Survey services.
Finally, the hospital industry continues to operate under intense pressure to reduce costs as a
result of reductions in government reimbursement rates and increased focus on cost containment
consistent with participation of patients in managed care programs. In addition, hospitals, as well
as pharmaceutical and medical device companies, continue to experience rising operating costs,
coupled with increased pressure to measure and report on the outcomes of the dollars spent on
training. Our products and services are designed to meet these needs by reducing healthcare
organizations’ costs of training while improving learning outcomes, enhancing reporting
capabilities, and supporting customers’ business objectives.
HEALTHSTREAM’S SOLUTIONS
HealthStream’s products and services are organized into two segments, 1) HealthStream Learning and
2) HealthStream Research, which collectively help healthcare organizations meet their ongoing
training, education, information, and compliance needs. Our objective is to better support our
healthcare organization customers in their efforts to transform insight into action as they measure
and benchmark key data points for their constituencies and then incorporate the results into
training and improvement through our learning products.
HealthStream Learning
Within HealthStream Learning, we bring training and education content together with administrative
and management tools through our Internet-based platforms, the HealthStream Learning
Center® and a more streamlined version, HealthStream Express™. We offer our
Internet-based platform customers a wide array of additional courseware subscriptions. Our learning management system supports healthcare administrators in configuring training
to meet the precise needs of different groups of employees, modifying training materials, and
documenting that training has been completed. At December 31, 2008, 1,855,000 healthcare
professionals had contracted subscriptions for our Internet-based HLC services. Pricing for the HLC
is subscription based, with fees based on the number of subscribers, courseware provided, and other
factors. We offer training, implementation, and account management services to facilitate adoption
of our platform. Fees for training are based on the time and efforts of the personnel involved.
Implementation fees vary based on the size, scope, and complexity of the project.
Our Internet-based platform and our courseware are hosted in a central data center that allows
authorized subscribers Internet access to our services, thereby eliminating the need for onsite
local implementations of installed learning management products. A significant number of our
customers that historically used our installed learning management products have transitioned to
our Internet-based platform.
Along with the Internet-based HLC, we also offer healthcare organizations full-service capabilities
to create online courses by converting their existing course material, self-authoring new materials
through our Authoring Center product, and electively sharing these materials with other
HealthStream customers through a courseware exchange. We also offer Authoring Pro, an upgraded
product which includes an industry leading image library, owned by A.D.A.M., Inc., as an additional
subscription to this product. Pricing for these products is subscription based, with fees based on
the number of subscribers and level of penetration of services.
During 2008, we completed the initial development phase of our HealthStream Competency
CenterTM (HCC) product, and began pilot implementations with select customers. This
product will allow us to offer our customers tools to assess competency and performance.
Competency assessment is a requirement of hospitals and healthcare organizations for maintaining
accreditation, based on requirements from The Joint Commission to evaluate, document, and report
performance competencies. We anticipate that our new product will provide an effective means of
determining which competencies are associated with each position and evaluating and documenting
competency assessments. This new product is also intended to facilitate the development of a custom
training program of courses available through the HLC that uniquely responds to the needs
identified for each employee.
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Through HealthStream Direct, we develop, manage, and distribute online, live, and print education
and training activities for provider-based healthcare professionals and physicians, as well as
online education and training activities for sales representatives. Certain of the education
activities we develop and distribute provide continuing education credit for learners completing
them. Pricing for these products varies based on the size, scope, and nature of the project. Most
of these activities are supported by either pharmaceutical or medical device companies.
Our strategy for HealthStream Learning is to continue growing our customer base of approximately
1,855,000 contracted subscribers using the Internet-based HLC, as well as expanding penetration of
additional courseware, tools, and other professional services across our customer base. We will
continue to seek opportunities to leverage this customer base through the deployment of
pharmaceutical and medical device training and education.
HealthStream Research
HealthStream Research complements HealthStream Learning’s product and service offerings by
providing hospital-based customers with patient, physician, employee, and community surveys, data
analyses of survey results, and other research-based measurement tools. HealthStream Research was
formed after the acquisition of TJO in March 2007, which expanded our customer base and product
strengths. Our services are designed to provide 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. Clients are able to access and analyze their survey results data through Insights Online,
our secure web-based reporting platform. Our survey and research solutions focus on providing
industry-leading, statistically valid data to assist our customers with their decision making
related to their organization’s performance improvement objectives. In addition to collecting and
reporting data, we provide expert analysis and consulting to help customers understand their survey
results and the underlying impact on their business. It is with this insight that healthcare
organizations are able to develop plans for improved performance that is able to be delivered
through HealthStream’s learning solutions. Pricing for these services is based on the survey type,
delivery method, size of the survey instrument, sample size, frequency of survey cycles, and other
factors.
During the first quarter of 2008, we launched the HCAHPS Preparation and Improvement Library as our
first online courseware designed specifically to address the findings as a result of our patient
survey research. We expect to continue to develop additional online courseware to support our
customers’ improvement initiatives driven by HealthStream Research’s physician survey research
findings as well as additional courseware targeted at patient survey research findings.
Our strategy for HealthStream Research includes continuing to grow our customer base of
approximately 1,100 hospitals, expand the products and services provided to each customer, and
introduce HealthStream Learning solutions to address survey research findings. We will continue to
expand our offering of research and information tools that are aligned with healthcare quality
initiatives and continuous improvement efforts.
BUSINESS COMBINATION
We acquired TJO in March 2007. For additional information regarding this acquisition, please see
Note 2 of the Consolidated Financial Statements and Item 7, “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” included elsewhere in this report.
CUSTOMERS
We provide our training, information and education solutions to customers across a broad range of
entities within the healthcare industry, including healthcare organizations (including government
entities) and pharmaceutical and medical device companies. Examples of customers that have
purchased or contracted for products and services from HealthStream include: HCA, Inc., Tenet
Healthcare Corporation, Community Health Systems, Inc., Lifepoint Hospitals, Inc., Ardent Health
Services, LLC, Health Management Associates, Inc., and Baxter Healthcare Corporation.
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SALES AND MARKETING
We market our products and services primarily through our direct sales teams, our consultants, and
our account relationship managers, who are based at our corporate headquarters in Nashville,
Tennessee and in our satellite offices located in Laurel, Maryland and Franklin, Tennessee, as well
as remote home office sales locations. As of December 31, 2008, our HealthStream Learning sales and
relationship management personnel consisted of 41 employees and our HealthStream Research sales and
consultant personnel consisted of 19 employees. Our geographically dispersed field sales
organization is divided into one team focused on selling our learning products and a separate sales
team focused on selling our research products. In addition to sales professionals, we also employ
strategic account personnel that manage our largest customer relationships as well as account
relationship managers and consultants who work to develop and expand relationships, including
contract renewals.
We conduct a variety of marketing programs to promote our products and services, including product
catalogs, user groups and trade shows, online promotion and demonstrations, telemarketing
campaigns, public relations, distribution of product specific literature, direct mail and
advertising.
Over the past several years, we have hosted a national users’ group conference in Nashville known
as “The Summit,” and during 2008, we hosted this event with one conference for both HealthStream
Learning and HealthStream Research customers. We utilized this client conference to reach out to
existing and potential customers and business partners, provide training and educational services,
and demonstrate our new and existing product offerings. We have marketing teams that are
responsible for these initiatives and for working with and supporting our product managers and
sales teams.
OPERATIONS
We believe our ability to establish and maintain long-term customer relationships, adoption of our
products and services, recurring sales, and development and maintenance of new and existing
products are dependent on the strength of our operations, customer service, product development and
maintenance, training, and other support teams. As of December 31, 2008, these personnel consisted
of approximately 82 employees for Learning and approximately 220 employees for Research, of which
151 employees worked in our interviewing center. Our Learning operations team consists of personnel
associated with customer support, implementation services, product development and maintenance,
training, and project management. Our Research operations team consists of personnel associated
with phone interviewing, distributing and processing paper-based survey instruments, data analysis
and reporting of survey results, and project management.
TECHNOLOGY MANAGEMENT
Our services are designed to be secure, reliable, and expandable. Our software is a combination of
proprietary and commercially-available software and operating systems. This combination of software
supports acquisition and conversion of content, hosting and management of that content, publication
of our web sites, downloads of courseware, registration, tracking of users, and reporting of
information for both internal and external use. We designed our services to allow each component to
be independently scaled by adding commercially-available hardware and a combination of
commercially-available and proprietary software components.
Our network infrastructure, web sites, and servers that deliver most of our services are hosted by
third party providers. Our primary data center and hosting facility is in Chicago, while a second
data center and hosting facility is located in Nashville (with a separate vendor). Our second
hosting facility has been utilized to support product and platform testing by customers, but we
continue to work to configure this location as a backup facility. Both providers maintain our
equipment in a secure environment, including multiple redundancies in power sources and network
connections. Our providers’ hosting centers are connected to the Internet through multiple,
redundant high-speed fiber optic circuits. Our survey products are hosted on servers located at our
Franklin, Tennessee and Laurel, Maryland offices. Company personnel monitor all servers, networks,
and systems on a continuous basis. Together with our providers, we employ several levels of
enterprise firewall systems to protect our databases, customer information, and courseware library.
Backups of customer data are performed on a daily basis. Data is secured at a remote location on a
weekly basis.
COMPETITION
The healthcare education industry is highly fragmented, varies significantly in delivery methods
(i.e., written materials, live events, satellite broadcasts, video, CD-ROM products and online
products), and is composed of a wide variety of entities competing for customers. The sheer volume
of healthcare information available to satisfy continuing education needs, rapid advances in
medical developments, and the time constraints that healthcare professionals face make it difficult
to quickly and efficiently access the continuing education content most relevant to an individual’s
practice or profession. Historically, healthcare professionals have received continuing education
and training through offline publications, such as medical journals and CD-ROMs, and by attending
conferences and seminars. In addition, other healthcare workers and pharmaceutical and medical
device manufacturers’ sales and internal regulatory personnel usually fulfill their education and
training needs through instructor-led programs from external vendors or internal training
departments. While these approaches satisfy the ongoing education and training requirements, they
are typically costly and inconvenient. In addition, live courses are often limited in the breadth of offerings
and do not provide a method for tracking training completion. The results of these
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traditional methods, both from a business and compliance standpoint, are difficult to track and measure. While
hospitals and health systems occasionally survey their patients, physicians and employees using
their own internal resources, the practice is limited since they do not typically possess the
valuable comparative benchmarking data which is available from independent survey research vendors.
In addition to the competing delivery methods described above, we also have direct competitors. A
number of companies offer competitive installed and web based learning management products to the
healthcare industry. We also compete with learning management system providers such as SABA and
SumTotal Systems that provide their services to multiple industries, including healthcare. We also
compete with large medical publishers that have operating units that offer learning management
systems that focus on healthcare, including Cengage Learning’s Net Learning and Reed Elsevier
Group’s MC Strategies. In the survey business, we see competition from large nationally recognized
survey research firms such as Press Ganey Associates, National Research Corporation, Gallup, and
others. Our survey business also experiences direct competition from vendors who provide survey
research services to other industries including Kenexa and Foresight. Finally, recently we have
also seen an increase in a teaming approach between consulting and technology entities to address
larger scale projects.
We believe our learning solutions, which include both products and services that facilitate
training for healthcare professionals, a wide assortment of courseware, a mechanism for measuring
satisfaction or other results, and the ability to provide all our services on a single platform
over the Internet, provide us with a competitive advantage. In our survey research business, we
believe our large proprietary database of physician survey results, technology infrastructure
designed to automate the processing of survey results, proprietary core survey instruments and
action plan development methodology, and our ability to quickly deliver relevant online courseware
targeted at addressing survey related findings provide us with a competitive advantage. We believe
that the principal competitive factors affecting the marketing of information, training and
development services to the healthcare industry include:
| • | features of the HLC product, including reporting, management functionality, ability to manage a variety of events or modalities, courseware assignment, scalability, and the ability to track utilization and results; | ||
| • | scope and variety of Internet-based learning courseware available, including mandated content for OSHA, The Joint Commission, patient safety, and HIPAA requirements, competency-based content, as well as the ability of our customers to create and host their own web-enabled courseware; | ||
| • | scope and quality of professional services offered, including survey execution, implementation, benchmarking, training and the expertise and technical knowledge of the customers’ employees; | ||
| • | competitive pricing, which supports a return on investment when compared to other alternative delivery methods; | ||
| • | customer service and support; | ||
| • | effectiveness of sales and marketing efforts; and | ||
| • | company reputation. |
Collectively, we believe these capabilities provide us with the ability to improve the quality of
healthcare by developing the people who deliver care.
GOVERNMENT REGULATION OF THE INTERNET AND THE HEALTHCARE INDUSTRY
The Internet
The laws and regulations that govern our business change rapidly. The United States government and
the governments of some states and foreign countries have attempted to regulate activities on the
Internet. The following are some of the evolving areas of law that are relevant to our business:
| • | Privacy and Security Laws. Current and proposed federal, state and foreign privacy and security regulations and other laws restricting the collection, use, security and disclosure of personal information could limit our ability to collect information or use and disclose the information in our databases or derived from other sources to generate revenues. It may be costly to implement security or other measures designed to comply with any new legislation. For example, the American Recovery and Reinvestment Act of 2009 (the “ARRA”) has expanded the application of certain HIPAA privacy and security requirements to apply directly to us as a business associate of our customers. | ||
| • | Encryption Laws. Many copyright owner associations have lobbied the federal government for laws requiring copyrighted materials transmitted over the Internet to be digitally encrypted in order to track rights and prevent unauthorized use of copyrighted materials. If these laws are adopted, we may incur substantial costs to comply with these requirements or change the way we do business. |
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| • | Content Regulation. Both foreign and domestic governments have adopted and proposed laws governing the content of material transmitted over the Internet. These include laws relating to obscenity, indecency, libel and defamation. We could be liable if content delivered by us violates these regulations. | ||
| • | Information Security Accountability Regulation. The ARRA provides that the U.S. Department of Health and Human Services (“HHS”) must issue regulations requiring covered entities to report certain security breaches to individuals affected by the breach and, in some cases, to HHS or to the public via website. This reporting obligation will apply broadly to breaches involving unsecured protected health information. Congress has considered bills that would require companies to engage independent third parties to audit the companies’ computer information security. In addition, we are subject to certain state laws that relate to privacy or the reporting of security breaches that are more restrictive than the requirements of the AARA. For example, California has enacted legislation requiring disclosure of security breaches involving personal information and medical information. We may incur costs to comply with these security requirements. Because many of these laws are new and there is little guidance related to many of these laws, it is difficult to estimate the cost of our compliance with these laws. If the Company is required to make a public announcement regarding a breach of security or if one of the Company’s customers is required to make a public announcement in connection with a breach of security by the Company, the Company’s business could be negatively impacted. | ||
| • | Sales and Use Tax. Through December 31, 2008, we collected sales, use or other taxes on taxable transactions in all states in which we have employees or have a significant level of sales activity. While HealthStream expects that this approach is appropriate, other states or foreign jurisdictions may seek to impose tax collection obligations on companies like us that engage in online commerce. If they do, these obligations could limit the growth of electronic commerce in general and limit our ability to profit from the sale of our services over the Internet. |
Laws and regulations directly applicable to e-commerce and Internet communications are becoming
more prevalent. Congress continues considering laws regarding Internet taxation. The dynamic nature
of this regulatory environment increases the uncertainty regarding the marketplace impact of such
regulation. The enactment of any additional laws or regulations may increase our cost of conducting
business or otherwise harm our business, financial condition and operating results.
Regulation of Education, Training and Other Services for Healthcare Professionals
Occupational Safety and Health Administration (OSHA). OSHA regulations require employers to provide
training to employees to minimize the risk of injury from various potential workplace hazards.
Employers in the healthcare industry are required to provide training with respect to various
topics, including blood borne pathogens exposure control, laboratory safety and tuberculosis
infection control. OSHA regulations require employers to keep records of their employees’
completion of training with respect to these workplace hazards.
The Joint Commission. The Joint Commission mandates that employers in the healthcare industry
provide certain workplace safety and patient interaction training to employees. Training required
by The Joint Commission may include programs on infection control, patient bill of rights,
radiation safety, and incident reporting. Healthcare organizations are required to provide and
document training on these topics to receive accreditation from The Joint Commission. In addition,
The Joint Commission imposes continuing education requirements on physicians that relate to each
physician’s specific staff appointments.
Health Insurance Portability and Accountability Act (HIPAA). HIPAA regulations require certain
organizations, including most healthcare providers and health plans, to adopt safeguards regarding
the use and disclosure of health-related information. HIPAA regulations also require organizations
that maintain or transmit health information electronically in connection with certain transactions
to provide reasonable and appropriate safeguards to protect the privacy, integrity and
confidentiality of individually identifiable healthcare information. These healthcare organizations
are required to establish, maintain and provide training with regard to their policies and
procedures for protecting the integrity and confidentiality of individually identifiable healthcare
information. Healthcare organizations are required to document training on these topics to support
their compliance. Recently the ARRA expanded the application of certain HIPAA privacy and security
requirements to apply directly to companies (known as business associates) that provide services to
certain healthcare organizations.
Continuing Nursing Education (CNE). State nurse practice laws are usually the source of authority
for establishing the state board of nursing requirements. The state board of nursing establishes
the state’s CNE requirements for professional nurses. CNE credits are provided through accredited
providers that have been approved by the American Nurses Credentialing Center (ANCC) Commission on
Accreditation and/or the state board of nursing. CNE requirements vary widely from state to state.
Thirty-two states require registered nurses to certify that they have accumulated a minimum number
of CNE credits in order to maintain their licenses. In some states, the CNE requirement only applies to re-licensure of advance practice nurses, or additional
CNEs may be required of this category of nurses. Required CNE ranges from 12 to 50 credits
annually, with reporting generally on a bi-annual basis. Board certifications (e.g., CNOR —
certification of perioperative nursing) also require CNE credits, with certain percentages required
in specific categories based on the certification type. We are an accredited provider of CNE by the
ANCC.
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Continuing Medical Education (CME). State licensing boards, professional organizations and
employers require physicians to certify that they have accumulated a minimum number of continuing
medical education hours to maintain their licenses. Generally, each state’s medical practice laws
authorize the state’s board of medicine to establish and track CME requirements. Forty-eight state
medical licensing boards currently have CME requirements, as well as Puerto Rico, Guam, and the
U.S. Virgin Islands. The number of CME hours required by each state ranges from 12 to 50 hours per
year. Other sources of CME requirements are state medical societies and practice specialty boards.
The failure to obtain the requisite amount and type of CME could result in non-renewal of the
physician’s license to practice medicine and/or membership in a medical or practice specialty
society. The American Medical Association’s (AMA) Physician Recognition Award certificate (PRA) is
widely accepted as proof of participation in CME. The AMA classifies continuing medical education
activities as either Category 1, which includes formal CME activities, or Category 2, which
includes most informal activities. Sponsors want to designate CME activities for AMA PRA Category 1
Credit™ because this has become the benchmark for quality in formally organized educational
activities. Most agencies nationwide that require CME participation specify AMA PRA Category 1
Credit™. Only institutions and organizations accredited to provide CME can designate an activity
for AMA PRA Category 1 Credit™. The Accreditation Council for Continuing Medical Education (ACCME),
is responsible for awarding accreditation status to state medical societies, medical schools, and
other institutions and organizations that provide CME activities for a national audience of
physicians. Only institutions and organizations are accredited. The ACCME and state medical
societies do not accredit or approve individual activities. State medical societies, operating
under the aegis of the ACCME, accredit institutions and organizations that provide CME activities
primarily for physicians within the state or bordering states. We are an accredited provider of CME
by the ACCME.
Consumer Assessment of Healthcare Providers and Systems (CAHPS). CMS has partnered with AHRQ to
develop a standardized survey instrument and data collection methodology for measuring patients’
perspectives on hospital care. The intent of the survey is to produce comparable data on the
patients’ perspectives to allow consumer-based comparisons between hospitals, align incentives to
drive hospitals to improve their quality of care, and increase the transparency of hospital
reporting. According to the Deficit Reduction Act of 2005, hospitals must submit data for certain
required quality measures—which for inpatients includes the CAHPS® Hospital Survey—in
order to receive the full market basket increase to their reimbursement payment rates from CMS.
While hospital participation is voluntary, hospitals that fail to submit this survey data will
incur a reduction of two percentage points in the inpatient market basket update amount for the
following federal fiscal year. We have received certified vendor designation, and will continue to
offer CAHPS® Hospital Survey services.
Allied Disciplines. Various allied health professionals are required to obtain continuing education
to maintain their licenses. For example, emergency medical services personnel may be required to
acquire up to 20 continuing education hours per year, all or a portion of which can be fulfilled
online. These requirements vary by state and depend on the classification of the employee.
Other Continuing Education. We are also an accredited provider of continuing education and
continuing pharmacy education by the Association of Surgical Technologists, Inc. (AST) and the
Accreditation Council for Pharmacy Education (ACPE), respectively.
Regulation of Educational Program Sponsorship and Support
The Office of Inspector General (OIG) issued Compliance Program Guidance for Pharmaceutical
Manufacturers in April 2003 and issued Compliance Program Guidance for the Durable Medical
Equipment, Prosthetics, Orthotics, and Supply Industry in July 1999 (collectively, the Guidelines).
These documents include guidelines related to continuing educational activities supported by
pharmaceutical and medical device companies. The Guidelines already have and may continue to affect
the type and extent of commercial support we receive for our continuing education activities. The
trade associations for the pharmaceutical and medical device industries (PhRMA and AdvaMed,
respectively) have also promulgated their own codes of ethics. In January 2009, the PhRMA code of
ethics was updated, and AdvaMed has announced changes to its code of ethics that will be effective
in July 2009. These changes placed further restrictions on the interactions between industry and
health care professionals. The AMA has established its own code of ethics regarding Gifts to
Physicians from Industry to provide standards of conduct for the medical profession. The Company
follows the rules and guidelines provided by ACCME, ANCC, and other continuing education
accrediting bodies to ensure that its continuing education programming is free from commercial bias
and consistent with the Guidelines.
The U.S. Food and Drug Administration and the Federal Trade Commission
Current FDA and FTC rules and enforcement actions and regulatory policies or those that the FDA or
the FTC may develop in the future could have a material adverse effect on our ability to provide
existing or future applications or services to our end users or obtain the necessary corporate
sponsorship to do so. The FDA and the FTC regulate the form, content and dissemination of labeling, advertising and promotional materials, including direct-to-consumer prescription drug and medical
device advertising, prepared by, or for, pharmaceutical, biotechnology or medical device companies.
The FTC regulates over-the-counter drug advertising and, in some cases, medical device advertising.
Generally, regulated companies must limit their advertising and promotional materials to
discussions of the FDA-approved claims and, in limited circumstances, to a limited number of claims
not approved by the FDA. Therefore, any information that promotes the use of pharmaceutical or
medical device products that is presented with our services is subject to the full array of the FDA
and FTC requirements and enforcement actions. We believe that banner advertisements, sponsorship
links and any educational programs that lack
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independent editorial control that we may present with our services could be subject to FDA or FTC regulation. While the FDA and the FTC place the
principal burden of compliance with advertising and promotional regulations on the advertiser, if
the FDA or FTC finds that any regulated information presented with our services violates FDA or FTC
regulations, they may take regulatory action against us or the advertiser or sponsor of that
information. In addition, the FDA may adopt new regulatory policies that more tightly regulate the
format and content of promotional information on the Internet.
Other Government Regulations
In December 2007, the SEC issued new rules for smaller reporting companies, expanding the number of
companies that qualify for its scaled disclosure requirements. The Company continues to monitor
these regulations and rulings to ensure that we appropriately allocate our resources to maintain
compliance with all applicable regulations. Currently, our compliance with Section 404 of the
Sarbanes-Oxley Act is applicable for calendar year 2009.
INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS
To protect our proprietary rights, we rely generally on copyright, trademark and trade secret laws,
confidentiality agreements and procedures with employees, consultants and other third parties,
license agreements with consultants, vendors and customers, and control access to our software,
documentation and other proprietary information. We own Federal trademark and service mark
registrations for the marks “HEALTHSTREAM”, “HOSPITAL DIRECT”, “OR PROTOCOL”, and “QUALITY CHECK.”
The courseware that we license to our customers is developed through a combination of license
agreements with publishers or authors, assignments and work-for-hire arrangements with third
parties, and development by employees. We require publishers, authors and other third parties to
represent and warrant that their content does not infringe on or misappropriate any third-party
intellectual property rights and that they have the right to provide their content and have obtained
all third-party consents necessary to do so. Our publishers, authors and other third parties also
agree to indemnify us against certain liability we might sustain due to the content they provide.
If a third party asserts a claim that we have infringed their patents or other intellectual
property, we may be required to redesign our products or enter into royalty or licensing
agreements. In addition, we license technologies from third parties for incorporation into our
services. Royalty and licensing agreements with these third parties may not be available on terms
acceptable to us, if at all. Additionally, the steps we have taken to protect our intellectual
property and proprietary rights may not be adequate. Third parties may infringe or misappropriate
our intellectual property. Competitors may also independently develop technologies that are
substantially equivalent or superior to the technologies we employ in our products or services. If
we fail to protect our proprietary rights adequately, our competitors could offer similar services,
potentially significantly harming our competitive position and decreasing our revenues.
AVAILABLE INFORMATION
The Company files reports with the SEC, including annual reports on Form 10-K, quarterly reports on
Form 10-Q and other reports from time to time. The public may read and copy any materials we file
with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The Company is an electronic filer and the SEC maintains an Internet site at
http://www.sec.gov that contains the reports, proxy and information statements, and other
information filed electronically. Our website address is www.healthstream.com. Please note that our
website address is provided as an inactive textual reference only. We make available free of charge
through our website, the annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after
such material is electronically filed with or furnished to the SEC. The information provided on our
website is not part of this report, and is therefore not incorporated by reference unless such
information is otherwise specifically referenced elsewhere in this report.
OUR EMPLOYEES
As of December 31, 2008, we employed approximately 300 full-time and 100 part-time persons,
including approximately 150 employees in our interviewing center. Our success will depend in large
part upon our ability to attract and retain qualified employees. We face competition in this regard
from other companies, but we believe that we maintain good relations with our employees. We are not
subject to any collective bargaining agreements.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The following is a brief summary of the business experience of each of the executive officers of
the Company. Officers of the Company are elected by the Board of Directors and serve at the
pleasure of the Board of Directors. The following table sets forth certain information regarding
the executive officers of the Company:
| Name | Age | Position | ||||
Robert A. Frist, Jr.
|
41 | Chief Executive Officer, President and Chairman of the Board of Directors | ||||
Jeffrey S. Doster
|
44 | Senior Vice President and Chief Technology Officer | ||||
Gerard M. Hayden, Jr.
|
54 | Senior Vice President and Chief Financial Officer | ||||
Arthur E. Newman
|
60 | Executive Vice President | ||||
J. Edward Pearson
|
46 | Senior Vice President and President of HealthStream Research™ | ||||
Kevin P. O’Hara
|
39 | Senior Vice President, General Counsel, and Compliance Officer | ||||
Robert A. Frist, Jr., one of our co-founders, has served as our chief executive officer and
chairman of the board of directors since 1990 and president since 2001. He graduated with a
Bachelor of Science in business with concentrations in finance, economics and marketing from
Trinity University.
Jeffrey S. Doster joined the Company in May 2008 as senior vice president and chief technology
officer. From November 2006 to May 2008, he served as principal at The Altus Group LLC, a business
consulting company. From March 2005 to October 2006, he served as senior vice president and chief
technology officer at The Shop at Home Network, LLC, a television shopping company. From October
2000 to April 2004, he served as senior vice president of information technology at New Roads,
Inc., a provider of fulfillment and other services to retailers. He earned undergraduate degrees in
both Economics and Business Administration from Towson University, as well as a Master of Business
Administration from Loyola College, in Maryland.
Gerard M. Hayden, Jr. joined the Company as senior vice president and chief financial officer in
May 2008. From April 2007 to May 2008, he served as executive vice president and chief financial
officer of MedAvant Healthcare Solutions, a healthcare transaction processing company. From January
2005 to April 2007, he was a consultant for various healthcare, technology and other business
ventures. From November 2001 to January 2005, he served as chief financial officer for Private
Business, Inc., a company offering marketing and software solutions to regional and community banks
in the United States. He earned a Bachelor of Arts from the University of Notre Dame and a Master
of Science from Northeastern University. Mr. Hayden served on the
Company’s Board of Directors and was a member of the Audit
Committee from September 2006 to May 2008.
Arthur E. Newman joined the Company in January 2000, and is currently our Executive Vice President.
Previously he served as our chief financial officer and senior vice
president from January 2000 to May 2006. He holds a Bachelor
of Science in chemistry from the University of Miami and a Master of Business Administration from
Rutgers University.
J. Edward Pearson joined the company in June 2006 as senior vice president, responsible for our
survey and research business and was named president of HealthStream Research™ during
2007. From June 2003 to June 2006, he served as president and chief executive officer of
DigiScript, an Internet-based training and communication solutions provider for the life sciences
industry. He earned a Bachelor of Business Administration in accounting from Middle Tennessee State
University.
Kevin P. O’Hara joined the company in 2002, and was promoted to senior vice president and general
counsel in February 2007. He assumed compliance officer responsibilities during August 2007. He
previously served as vice president for the company. He earned a Bachelor of Arts degree and a J.D.
from Vanderbilt University.
Item 1A. Risk Factors
We believe that the risks and uncertainties described below and elsewhere in this document are the
principal material risks facing the Company as of the date of this report. In the future, we may
become subject to additional risks that are not currently known to us. Our business, financial
condition or results of operations could be materially adversely affected by any of the following
risks and by any unknown risks. The trading price of our common stock could decline due to any of
the following risks or any unknown risks.
Risks related to our business model.
We may be unable to effectively execute our growth strategy which could have an adverse effect on
our business and competitive position in the industry.
Our business strategy includes increasing our market share and presence through sales to new
customers, additional sales to existing customers, introductions of new products and services, and
maintaining strong relationships with our existing customers. Some of the risks that we may
encounter in executing our growth strategy include:
| • | expenses, delays and difficulties of identifying and integrating new products or services into our existing organization; |
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| • | inability to leverage our operational and financial systems sufficiently to support our growth; | ||
| • | inability to generate sufficient revenue from new products to offset investment costs; | ||
| • | inability to effectively identify, manage and exploit existing and emerging market opportunities; | ||
| • | inability to maintain our existing customer relationships; | ||
| • | increased competition from new and existing competitors; and | ||
| • | lengthy sales cycles, or customers delaying purchasing decisions due to economic conditions. |
If any of these risks are realized, our business could suffer.
We may be unable to effectively identify, complete or integrate the operations of future
acquisitions.
As part of our growth strategy, we actively review possible acquisitions that complement or enhance
our business. We may not be able to identify, complete or integrate the operations of future
acquisitions. In addition, if we finance acquisitions by issuing equity securities, our existing
shareholders may be diluted which could affect the market price of our stock. As a result, if we
fail to properly evaluate and execute acquisitions and investments, our business prospects may be
seriously harmed. Some of the risks that we may encounter in implementing our acquisition strategy
include:
| • | expenses, delays or difficulties in identifying and integrating acquired companies into our organization; | ||
| • | inability to retain personnel associated with acquisitions; | ||
| • | diversion of management’s attention from daily operations; and | ||
| • | inability to generate sufficient revenues, profits, and cash flows from acquisitions to offset our investment costs. |
Revenue recognition for certain products and services is dependent upon customer scheduling and
acceptance.
As revenues from our subscription business continue to increase, a larger portion of our revenues
will be predictable; however, quarterly performance may be more subject to fluctuations. Our
HealthStream Research products and services are typically contracted by healthcare organizations
for multi-year terms, but the frequency, sample size, and timing of survey cycles can vary from
quarter to quarter and year to year. Also, other project-based products, such as live events,
certain content development, and professional services, are subject to the customers’ involvement
in the provision of the product. The magnitude of these project-based service contracts may vary
widely from quarter to quarter and year to year, and thus may affect our ability to accurately
predict quarterly and annual financial performance.
Our sales cycle is lengthy and can vary widely.
The period from our initial contact with a potential customer and the first purchase of our
solution by the customer typically ranges from three to nine months, and in some cases has extended
much further. The range in the sales cycle can be impacted by multiple factors, including an
increasing trend towards more formal request for proposals (RFP) processes and more competition
within our industry, as well as formal budget timelines which impact timing of purchases by target customers.
As a result of these factors, we have only limited ability to forecast the timing and type of
initial sales. This, in turn, makes it more difficult to predict quarterly and annual financial
performance.
We may not be able to maintain our competitive position against current and potential competitors,
especially those with significantly greater financial, technical, marketing, and other resources.
Several of our competitors and many potential competitors have longer operating histories and
significantly greater financial, technical, marketing, and other resources than we do. We encounter
direct competition from both large and small e-learning companies and other companies focused on
training and continuing education in the healthcare industry. We also face competition from larger
survey and research companies. Given the profile and growth of the healthcare industry and the
growing need for education, training, research, and information, it is likely that additional
competitors will emerge. We believe we maintain a competitive advantage against our competitors by
virtue of the comprehensive array of products and services we offer. If our competitors were to
offer a complete e-learning solution to the healthcare industry, our competitive position could be
adversely affected. These companies may be able to respond more quickly than we can to new or
changing opportunities, technologies, standards or customer requirements. Further, most of our
customer agreements are for terms ranging from one to three years, with no obligation to renew. The
short terms of these agreements enable customers to shift to one of our competitors.
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Growth in courseware subscription revenues depends, in part, on our obtaining proper distribution
rights from our content partners.
Most of our agreements with content providers are for initial terms of two to three years. The
content partners may choose not to renew their agreements with us or may terminate the agreements
early if we do not fulfill our contractual obligations. If a significant number of our content
providers terminate or fail to renew their agreements with us on acceptable terms, it could result
in a reduction in the number of courses we are able to distribute, causing decreased revenues. Most
of our agreements with our content partners are non-exclusive, and our competitors offer, or could
offer, training and continuing education content that is similar to or the same as ours. If
publishers and authors, including our current content partners, offer information to users or our
competitors on more favorable terms than those offered to us, or increase our license fees, our
competitive position and our profit margins and prospects could be harmed. In addition, the failure
by our content partners to deliver high-quality content and to revise their content in response to
user demand and evolving healthcare advances and trends could result in customer dissatisfaction
and inhibit our ability to attract and retain subscribers of our courseware offerings.
We may not be able to develop enhancements to our existing products and services or achieve
widespread acceptance of new features or keep pace with technological developments.
Our revenue growth is expected to be generated through sales to new customers as well as increasing
sales of additional courseware subscriptions and other products and services to existing customers.
Our identification of additional features, content, products and services may not result in timely
development of complementary products. In addition, the success of certain new products and
services may be dependent on continued growth in our base of Internet-based customers or adoption
of new methodology by new customers. Because healthcare training continues to change and evolve, we
may be unable to accurately predict and develop features, content and other products to address
these needs of the healthcare industry. If new products, features, or content are not accepted by
new or existing customers, we may not be able to recover the cost of this development and our
business will be harmed. Continued growth of our Internet-based customer population is dependent on
our ability to continue to provide relevant products and services in a timely manner. The success
of our business will depend on our ability to continue providing our products and services as well
as enhancing our courseware, product and service offerings that address the needs of healthcare
organizations.
Our product and service offerings include third party technology, the loss of which could
materially harm our business. Errors in third party software or our inability to license this
software in the future could increase our costs and decrease our revenues.
We use some licensed third party technology components in our products. Future licenses to this
technology may not be available to us on commercially reasonable terms, or at all. The loss of or
inability to obtain or maintain any of these licenses could result in delays in the introduction of
new products and services or could force us to discontinue offering portions of our learning
management or survey and research solutions until equivalent technology, if available, is
identified, licensed and integrated. The operation of our products would be impaired if errors
occur in the third party technology or content that we incorporate, and we may incur additional
costs to repair or replace the defective software. It may be difficult for us to correct any errors
in third party software because the software is not within our control. Accordingly, our revenue
could decrease and our costs could increase in the event of any errors in this technology.
Furthermore, we may become subject to legal claims related to licensed technology based on product
liability, infringement of intellectual property or other legal theories.
Financial Risks
A significant portion of our revenue is generated from a relatively small number of customers.
We derive a substantial portion of our revenues from a relatively small number of customers. A
termination of our agreements with our significant customers or a failure of these customers to
renew their contracts on favorable terms, or at all, would have a material adverse effect on our
business.
A significant portion of our business is subject to renewal each year. Therefore, renewals have a
significant impact on our revenue and operating results.
For the year ended December 31, 2008, approximately 55 percent of our net revenues were derived
from our Internet-based subscription products. Our Internet-based HLC customers have no obligation
to renew their subscriptions for our products or services after the expiration of the initial
subscription period, and in fact, some customers have elected not to renew their subscription. In
addition, our customers may renew at a lower pricing or activity level. During the year ended
December 31, 2008, we renewed 100% of the annual HLC contract value up for renewal and 91% of the
subscribers which were up for renewal. Because a significant portion of our customer contracts have
only renewed one or two times, we do not have sufficient historical data to accurately predict
future customer renewal rates. Our customers’ renewal rates may decline or fluctuate as a result of
a number of factors, including their dissatisfaction with our service. If we are unable to renew a
substantial portion of the contracts that are up for renewal or maintain our pricing, our revenues
could be adversely affected, which would have a material adverse affect on our results of
operations and financial position. Contracts for our survey and research services typically range
from one to three years in length, and customers are not obligated to renew their contract with us
after their contract expires. If our customers do not renew their arrangements for our services, or
if their activity levels decline, our revenue may decline and our business will suffer.
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The timing of our revenue recognition from sales activity is dependent upon achievement of certain
events or performance milestones, and our inability to accurately predict them will impact our
operating results.
Our ability to recognize revenues is dependent upon several factors including the transfer of
customer-specific information such as unique subscriber IDs, which are required for us to implement
customers on our Internet-based learning platform. Accordingly, if customers do not provide us with
the specified information in a timely manner, our ability to recognize revenues will be delayed,
which could adversely impact our operating results. In addition, completion and acceptance by our
customers of developed content and courseware must be achieved, survey responses must be received
and tabulated, and utilization of courseware is required in connection with subscription
Internet-based learning products for us to recognize revenues. As we noted above, while we have
been successful in achieving growth in our subscription based revenues, our project-based revenues
are likely to be subject to significant fluctuations.
Because we recognize revenue from subscriptions for our products and services over the term of the
subscription period, downturns or upturns in sales may not be immediately reflected in our
operating results.
We recognize approximately 55% of our revenue from customers monthly over the terms of their
subscription agreements, which have initial contract terms ranging from one to three years,
although terms can range from less than one to up to five years. As a result, much of the revenue
we report in each quarter is related to subscription agreements entered into during previous
quarters. Consequently, a decline in new or renewed subscriptions in any one quarter will not
necessarily be fully reflected in the revenue in that quarter and will negatively affect our
revenue in future quarters. In addition, we may be unable to adjust our cost structure to reflect
these reduced revenues. Accordingly, the effect of significant downturns in sales and market
acceptance of our products and services may not be fully reflected in our results of operations
until future periods. Additionally, our subscription model also makes it difficult for us to
rapidly increase our revenue through additional sales in any period, as revenue from new customers
must be recognized over the applicable subscription term.
We may not be able to meet our strategic business objectives unless we obtain additional financing,
which may not be available to us on favorable terms or at all.
Our current cash reserves, revolving credit facility, and results of operations are expected to be
sufficient to meet our cash requirements through at least 2009. However, we may need to raise
additional funds in order to:
| • | develop new, or enhance existing, services or products; | ||
| • | respond to competitive pressures; | ||
| • | finance working capital requirements; or | ||
| • | acquire complementary businesses, technology, content or products. |
At December 31, 2008, we had approximately $4.1 million in cash, cash equivalents, restricted cash,
and related interest receivable. We also have up to $15.0 million of availability under a revolving
credit facility, subject to certain covenants, which is up for renewal in July 2009. We expect to
incur up to $3.5 million of capital expenditures, software feature enhancements and content
purchases during 2009 to support our business. In September 2007 we authorized a stock repurchase
plan, with approval to acquire up to $3.0 million of our common stock and we completed that stock
repurchase plan during 2008. We continue to actively review possible business acquisitions that
would complement our products and services. We may not have adequate cash and investments or
availability under our revolving credit facility to consummate one or more acquisitions. The credit
markets have been experiencing extreme volatility and disruption, and we cannot assure you that if
we need additional financing that it will be available on terms favorable to us, or at all. If
adequate funds are not available or are not available on acceptable terms, our ability to fund
expansion, take advantage of available opportunities, develop or enhance services or products or
otherwise respond to competitive pressures would be significantly limited. If we raise additional
funds by issuing equity or convertible debt securities, the percentage ownership of our existing
shareholders may be reduced.
We have significant goodwill and identifiable intangible assets recorded on our balance sheet that
may be subject to impairment losses that would reduce our reported assets and earnings.
As of December 31, 2008, our balance sheet included goodwill of $21.1 million and identifiable
intangible assets of $4.7 million. Economic, financial, legal, regulatory, competitive, contractual, and other
factors may affect the carrying value of goodwill and identifiable intangible assets in the future.
If any of these factors impair the value of these assets, accounting rules require us to reduce
their carrying value and report an impairment charge, which would reduce our reported assets and
earnings in the period an impairment is recognized.
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Our stock price is likely to be volatile.
The market price of our common stock is likely to be volatile and could be subject to significant
fluctuations in response to factors such as the following, many of which are beyond our control:
quarterly variations in our operating results; operating results that vary from the expectations of
securities analysts and investors; changes in expectations as to our future financial performance;
changes in market valuations of other online service companies; future sales of our common stock;
stock market price and volume fluctuations; general political and economic conditions, such as a
recession or war or terrorist attacks or interest rate or currency rate fluctuations; and other
risk factors described in this Annual Report on Form 10-K. Moreover, our stock is thinly traded,
and we have a relatively small public float. These factors may adversely affect the market price of
our common stock. In addition, the market prices for stocks of many Internet related and technology
companies have historically experienced significant price fluctuations that in some cases appear to
bear no relationship to the operating performance of these companies.
A significant decline in our stock price could be an impairment indicator
for goodwill and other long-lived assets, which could result in an
impairment charge and reduction of our reported asset carrying values.
The current uncertain economic environment may have a negative impact on our customers and our
company which could have a significant impact on our revenue, operating results and financial
condition.
It is difficult to predict the full magnitude and duration of the current uncertain economic
environment and its related impact on our customers, suppliers and our company. For example, our
customers may experience fluctuations or declines in their business which, in turn, could have an
impact on us. The potential negative effects on the Company include, but are not limited to,
reductions in our renewal and revenue growth rates, pressure to
reduce our prices, shorter contract
terms, and potential write-offs or delays in payments
from customers which would increase our accounts receivable resulting in a deterioration of our cash flow
and working capital position. We continue to monitor general economic conditions, however, and
depending on the severity and/or duration of any economic downturn, these circumstances could have
a material adverse effect on our revenue, results of operations and financial
condition.
Risks Related to Sales, Marketing and Competition
We continue to refine our pricing for our products and services and cannot predict whether the
ongoing changes will be accepted.
Over the past few years we have implemented several changes and continue to make changes in our
pricing and our product and service offerings to increase revenue and to meet the needs of our
customers. We cannot predict whether our current pricing and products and services, or any ongoing
refinements we make will be accepted by our existing customer base or by prospective customers. If
our customers and potential customers decide not to accept our current or future pricing or product
and service offerings, it could have a material adverse effect on our business.
Risks Related to Operations
Any failure to successfully release and deploy the new version of our Insights Online reporting
platform could harm our business.
A new version of our Insights Online reporting platform will be released during 2009. It is common
for new releases of software or feature enhancements to contain defects or errors that are
discovered during the period immediately following the release. Although we rigorously test and
apply quality assurance processes to our products prior to their release, we cannot assure that all
defects or errors are identified. If serious defects or errors are detected after the release of
the new version of our Insights Online reporting system, we may experience incremental costs to
correct such errors and experience delays in transitioning our customer base to the new version.
This could also result in the potential loss of customers, lower revenues, and increased expenses,
which could harm our business.
We may be unable to adequately develop our systems, processes and support in a manner that will
enable us to meet the demand for our services.
We have provided our online products and services since 1999 and continue to develop our ability to
provide our courseware and learning management systems on both a subscription and transactional
basis over the Internet. Our future success will depend on our ability to effectively develop the
infrastructure, including additional hardware and software, and implement the services, including
customer support, necessary to meet the demand for our services. Our inability from time to time to
successfully develop the necessary systems and implement the necessary services on a timely basis
has resulted in our customers experiencing some delays or interruptions in their service. Such
delays or interruptions may cause customers to become dissatisfied with our service and move to
competing providers of traditional and online training and education services. If this happens, our
revenues could be adversely affected, which would have a material adverse effect on our financial
condition.
Our business operations could be significantly disrupted if we lose members of, or fail to
integrate, our management team.
Our future performance is substantially dependent on the continued services of our management team
and our ability to retain and motivate them. The loss of the services of any of our officers or
senior managers could harm our business, as we may not be able to find suitable replacements. We do
not have employment agreements with any of our key personnel, other than our chief executive
officer, and we do not maintain any “key person” life insurance policies.
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We may not be able to hire and retain a sufficient number of qualified employees and, as a result,
we may not be able to grow as we expect or maintain the quality of our services.
Our future success will depend on our ability to attract, train, motivate, and retain other highly
skilled technical, managerial, marketing, customer support, and survey personnel. Competition for
certain personnel is intense, especially for developers, web designers and sales personnel, and we
may be unable to successfully attract sufficiently qualified personnel. We have experienced
difficulty in the past hiring qualified personnel in a timely manner for these positions. The pool
of qualified technical personnel, in particular, is limited in Nashville, Tennessee, where our
headquarters are located. Our interviewing center is located in Laurel, Maryland, and we may
experience difficulty in maintaining and recruiting qualified individuals to perform these
services. We will also need to maintain the size of our staff to support our anticipated growth,
without compromising the quality of our offerings or customer service. Our inability to locate,
hire, integrate and retain qualified personnel in sufficient numbers may reduce the quality of our
services.
We must continue to upgrade our technology infrastructure, both hardware and software, to
effectively meet demand for our services.
We must continue to obtain reasonably priced, commercially available hardware and continue to
enhance software to accommodate the increased use of our platform and increased courseware in our
library. In order to make timely decisions about hardware and software enhancements, we must be
able to accurately forecast the growth in demand for our services. This growth in demand for our
services is difficult to forecast and the potential audience for our services is large. If we are
unable to increase the data storage and processing capacity of our systems at least as fast as the
growth in demand, our customers may encounter delays or disruptions in their service. Unscheduled
downtime could harm our business and also could discourage current and potential customers and
reduce future revenues.
Our network infrastructure and computer systems and software may fail.
An unexpected event like a telecommunications failure, fire, earthquake, or other catastrophic loss
at our Internet service providers’ facilities or at our on-site data facility could cause the loss
of critical data and prevent us from offering our products and services. Our business interruption
insurance may not adequately compensate us for losses that may occur. In addition, we rely on third
parties to securely store our archived data, house our web server and network systems and connect
us to the Internet. While our service providers have planned for certain contingencies, the failure
by any of these third parties to provide these services satisfactorily and our inability to find
suitable replacements would impair our ability to access archives and operate our systems and
software.
We may lose users and lose revenues if our security measures fail.
If the security measures that we use to protect personal information are ineffective, we may lose
users of our services, which could reduce our revenues. We rely on security and authentication
technology licensed from third parties. With this technology, we perform real-time credit card
authorization and verification, as well as the encryption of other selected secure customer data.
We cannot predict whether these security measures could be circumvented by new technological
developments. In addition, our software, databases and servers may be vulnerable to computer
viruses, physical or electronic attacks and similar disruptions. We may need to spend significant
resources to protect against security breaches or to alleviate problems caused by any breaches. We
cannot assure that we can prevent all security breaches.
Risks Related to Government Regulation, Content and Intellectual Property
Government regulation may require us to change the way we do business.
The laws and regulations that govern our business change rapidly. The United States government and
the governments of states and foreign countries have attempted to regulate activities on the
Internet. Evolving areas of law that are relevant to our business include privacy and security
laws, proposed encryption laws, content regulation, information security accountability regulation,
and sales and use tax laws and regulations. Because of this rapidly evolving and uncertain
regulatory environment, we cannot predict how these laws and regulations might affect our business.
These uncertainties make it difficult to ensure compliance with the laws and regulations governing
the Internet. These laws and regulations could harm us by subjecting us to liability or forcing us
to change how we do business. In addition, certain laws mandate that our customers contractually
require us to protect the privacy and security of certain personal and health related information.
If we fail to abide by these required contractual provisions, our customers may terminate their
contracts with us. In addition, the ARRA recently expanded the application of certain of the HIPAA
privacy and security regulations to apply directly to business associates including us. Violations
of HIPAA privacy and security regulations may result in civil and criminal penalties. Further, the
ARRA has increased these penalties and strengthened other enforcement provisions of HIPAA, which
may result in increased enforcement activity. See “Business — Government Regulation of the Internet
and the Healthcare Industry” for a more complete discussion of these laws and regulations.
Our inability to maintain CMS certification to conduct HCAHPS surveys may adversely affect our
business.
Our survey product offerings include providing HCAHPS survey services to assist customers in their
compliance with CMS regulations. We are currently designated as a CMS certified vendor to offer
HCAHPS survey data collection services. If we are unable to maintain
this certification, we would not be able to offer our customers this survey instrument and our business
may suffer.
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Any reduction or change in the regulation of continuing education and training in the healthcare
industry may adversely affect our business.
Our business model is dependent in part on required training and continuing education for
healthcare professionals and other healthcare workers resulting from regulations of state and
Federal agencies, state licensing boards and professional organizations. Any change in these
regulations that reduce the requirements for continuing education and training for the healthcare
industry could harm our business. In addition, a portion of our business with pharmaceutical and
medical device manufacturers and hospitals is predicated on our ability to maintain accreditation
status with organizations such as the ACCME, ANCC, AST, and ACPE. The failure to maintain status as
an accredited provider could have a detrimental effect on our business.
Government
regulations and industry standards may reduce our business activity with pharmaceutical and medical device
customers.
In April 2003, the OIG of the Department of Health and Human Services (HHS) issued “OIG Compliance
Program Guidance for Pharmaceutical Manufacturers.” In July 1999, the OIG issued “Compliance
Program Guidance for the Durable Medical Equipment, Prosthetics, Orthotics and Supply Industry.”
These guidelines collectively identify three areas of risks for pharmaceutical and medical device
companies and recommend certain best practices to be included in a compliance plan designed to
avoid the risk of federal healthcare program abuse. The guidance highlighted a number of
arrangements that have the potential to trigger fraud and abuse violations, including educational
grants. In April 2007, the U.S. Senate Finance Committee released a report critical of practices
related to the funding of educational programs by pharmaceutical manufacturers. Congress is
considering legislation that would require manufacturers of drugs, devices, and medical supplies to
report to HHS anything of value, including educational programs, given by such manufacturers to
physicians. This legislation would require that HHS make such information publicly available on the
Internet.
The Company follows the rules and guidelines provided by the ACCME, ANCC and other continuing
education accrediting bodies to ensure that its continuing education programming is free from
commercial bias and consistent with the OIG guidance. Recent changes in the codes of ethics of the
pharmaceutical and medical device trade associations place further restrictions on interactions
between pharmaceutical and medical device manufacturers and health care professionals. The majority
of the Company’s accredited continuing education programming is funded by educational grants from
our pharmaceutical and medical device customers. There is no assurance that our pharmaceutical and
medical device customers will continue to provide educational grants consistent with past
practices. In fact, we have experienced a reduction in live event activities we provide which are
supported by pharmaceutical and medical device companies. To the extent that our customers continue
to curtail or restructure their business practices, our business with this customer base may
suffer.
We may be liable to third parties for content that is available from our online library.
We may be liable to third parties for the content in our online library if the text, graphics,
software or other content in our library violates copyright, trademark, or other intellectual
property rights, our content partners violate their contractual obligations to others by providing
content to our library, or the content does not conform to accepted standards of care in the
healthcare profession. We attempt to minimize these types of liabilities by requiring
representations and warranties relating to our content partners’ ownership of the rights to
distribute as well as the accuracy of their content. We also take necessary measures to review this
content ourselves. Although our agreements with our content partners contain provisions providing
for indemnification by the content providers in the event of inaccurate content, our content
partners may not have the financial resources to meet this obligation. Alleged liability could harm
our business by damaging our reputation, requiring us to incur legal costs in defense, exposing us
to awards of damages and costs, and diverting management’s attention away from our business. See
“Business — Intellectual Property and Other Proprietary Rights” for a more complete discussion of
the potential effects of this liability on our business.
Protection of certain intellectual property may be difficult and costly.
Despite protection of certain proprietary rights, a third-party could, without authorization, copy
or otherwise misappropriate our content, information from our databases, or other intellectual
property. Our agreements with employees, consultants and others who participate in development
activities could be breached and result in our trade secrets becoming known or independently
developed by competitors. We may not have adequate remedies for any breach. In addition, the laws
of some foreign countries do not protect our proprietary rights to the same extent as the laws of
the United States, and effective intellectual property protection may not be available in those
jurisdictions. We currently own several trademarks and domain names. The current system for
registering, allocating and managing domain names has been the subject of litigation and proposed
regulatory reform. Additionally, legislative proposals have been made by the federal government
that would afford broad protection to owners of databases of information, such as stock quotes.
This protection of databases already exists in the European Union. There has been substantial
litigation in the computer and online industries regarding intellectual property assets,
particularly patents. Third parties may claim infringement by us with respect to current and future
products, trademarks or other proprietary rights, and we may counterclaim against such third
parties in such actions. Any such claims or counterclaims could be
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time-consuming, result in costly litigation, divert management’s attention, cause product release
delays, require us to redesign our products or require us to enter into royalty or licensing
agreements, any of which could have a material adverse effect upon our business, financial
condition and operating results. Such royalty and licensing agreements may not be available on
terms acceptable to us, if at all.
We may be unable to protect our intellectual property, and we may be liable for infringing the
intellectual property rights of others.
Our business could be harmed if unauthorized parties infringe upon or misappropriate our
intellectual property, proprietary systems, content, services or other information. Our efforts to
protect our intellectual property through copyright, trademarks and other controls may not be
adequate. In the future, litigation may be necessary to enforce our intellectual property rights or
to determine the validity and scope of the patents, intellectual property or other proprietary
rights of third parties, which could be time consuming and costly. Intellectual property
infringement claims could be made against us, especially as the number of our competitors grows.
These claims, even if not meritorious, could be expensive and divert our attention from operating
our company. In addition, if we become liable to third parties for infringing their intellectual
property rights, we could be required to pay a substantial damage award and develop comparable
non-infringing intellectual property, to obtain a license, or to cease providing the content or
services that contain the infringing intellectual property. We may be unable to develop
non-infringing intellectual property or obtain a license on commercially reasonable terms, if at
all.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our principal office is located in Nashville, Tennessee. Our lease for approximately 32,000 square
feet at this location expires in April 2010. The lease provides for a five-year renewal option with
rates increasing during the renewal period. Rent at this location is currently approximately
$23,000 per month.
In connection with the acquisition of TJO in March 2007, we are leasing approximately 19,000 square
feet of office space in Laurel, Maryland. The lease expires in March 2012 and provides for two
renewal options for two years each. Rent at this location is approximately $31,000 per month, with
annual rental increases of approximately three percent.
We are leasing approximately 8,000 square feet of office space in Franklin, Tennessee. Rent at this
location is approximately $9,000 per month through August 2009 when the lease expires.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
The following table sets forth, for the periods indicated, the high and low sales prices per share
of our common stock as reported on the NASDAQ Global Market under the ticker symbol HSTM:
| Common Stock Price | ||||||||||||||||
| 2008 | 2007 | |||||||||||||||
| High | Low | High | Low | |||||||||||||
First Quarter |
$ | 3.37 | $ | 2.77 | $ | 4.63 | $ | 3.31 | ||||||||
Second Quarter |
3.20 | 2.57 | 4.33 | 3.39 | ||||||||||||
Third Quarter |
3.07 | 2.33 | 3.41 | 2.52 | ||||||||||||
Fourth Quarter |
2.76 | 2.01 | 3.73 | 2.83 | ||||||||||||
On March 3, 2009, there were 2,530 registered holders and approximately 149 beneficial holders of
our common stock. Because many of such shares are held by brokers and other institutions on behalf
of shareholders, we are unable to estimate the total number of shareholders represented by these
record holders.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock, and we do not anticipate
paying cash dividends in the foreseeable future. We intend to retain earnings to finance the
expansion of our operations.
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STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder return on our common stock since December
31, 2003, with the cumulative total return of companies on the Nasdaq Composite Index and the
Nasdaq Computer & Data Processing Index over the same period (assuming the investment of $100 in
our common stock, the Nasdaq Composite Index and the Nasdaq Computer & Data Processing Index on
December 31, 2003 (for our stock and the indices) and reinvestment of all dividends).
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN (1)
Among HealthStream, Inc., The NASDAQ Composite Index
And The NASDAQ Computer & Data Processing Index
Among HealthStream, Inc., The NASDAQ Composite Index
And The NASDAQ Computer & Data Processing Index
| (1) | $100 invested on 12/31/2003 in stock or index-including reinvestment of dividends. Fiscal year ending December 31. |
RECENT SALES OF UNREGISTERED SECURITIES
There have been no sales of unregistered securities since December 31, 2007.
ISSUER PURCHASES OF EQUITY SECURITIES
There were no common stock purchases by the Company during the quarter ended December 31, 2008.
Item 6. Selected Financial Data
The selected statements of income data for the three-year period ended December 31, 2008 and the
balance sheet data as of December 31, 2008 and 2007 are derived from our consolidated financial
statements that have been audited by Ernst & Young LLP, our independent registered public
accounting firm, which are included elsewhere in this report. You should read the following
selected financial data in conjunction with our consolidated financial statements and the notes to
those statements and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” located elsewhere in this report.
HealthStream acquired TJO on March 12, 2007 and DMR on March 28, 2005. TJO’s results of operations
are included within our consolidated statement of operations effective March 13, 2007. DMR’s
results of operations are included within our consolidated statement of operations effective March
29, 2005. As a result of these acquisitions, the annual results presented below are not comparable.
Revenues may be subject to fluctuations as discussed further in “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” located elsewhere in this report. During
2008, we recognized a portion of our deferred tax assets, resulting in an income tax benefit of
approximately $375,000. During 2007 we recognized a portion of our deferred tax assets, resulting
in an income tax benefit of approximately $2.0 million. During 2006, we adopted Statement of
Financial Accounting Standards (SFAS) No. 123(R) “Share-Based Payment” which resulted in
approximately $772,000, $742,000, and $682,000 of stock based compensation expense for 2008, 2007
and 2006, respectively. As a result of these factors, the annual results presented below are not
comparable. The operating results for any single year are not necessarily indicative of the results
to be expected in the future.
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| Year Ended December 31, | ||||||||||||||||||||
| 2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
| (in thousands, except per share data) | ||||||||||||||||||||
STATEMENT OF OPERATIONS DATA: |
||||||||||||||||||||
Revenues, net |
$ | 51,600 | $ | 43,949 | $ | 31,783 | $ | 27,359 | $ | 20,057 | ||||||||||
Operating costs and expenses: |
||||||||||||||||||||
Cost of revenues (excluding depreciation and
amortization) |
19,653 | 16,162 | 10,869 | 9,746 | 7,277 | |||||||||||||||
Product development |
5,670 | 4,308 | 3,503 | 2,928 | 2,531 | |||||||||||||||
Sales, marketing, general and administrative expenses |
18,972 | 17,060 | 12,613 | 10,411 | 9,433 | |||||||||||||||
Depreciation and amortization |
4,822 | 4,503 | 2,889 | 2,678 | 2,107 | |||||||||||||||
Total operating costs and expenses |
49,118 | 42,033 | 29,874 | 25,763 | 21,348 | |||||||||||||||
Income (loss) from operations |
2,482 | 1,916 | 1,909 | 1,596 | (1,291 | ) | ||||||||||||||
Other income (expense) |
72 | 226 | 619 | 338 | 243 | |||||||||||||||
Income (loss), before income taxes |
2,554 | 2,142 | 2,528 | 1,934 | (1,048 | ) | ||||||||||||||
Income tax (benefit) provision |
(301 | ) | (1,945 | ) | 28 | 21 | — | |||||||||||||
Net income (loss) |
$ | 2,855 | $ | 4,087 | $ | 2,500 | $ | 1,913 | $ | (1,048 | ) | |||||||||
Net income (loss) per share — basic |
$ | 0.13 | $ | 0.19 | $ | 0.12 | $ | 0.09 | $ | (0.05 | ) | |||||||||
Net income (loss) per share — diluted |
$ | 0.13 | $ | 0.18 | $ | 0.11 | $ | 0.09 | $ | (0.05 | ) | |||||||||
Weighted average shares of common stock outstanding —
basic |
21,707 | 21,999 | 21,577 | 21,051 | 20,586 | |||||||||||||||
Weighted average shares of common stock outstanding —
diluted |
22,204 | 22,701 | 22,359 | 21,942 | 20,586 | |||||||||||||||
| At December 31, | ||||||||||||||||||||
| 2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
| (in thousands) | ||||||||||||||||||||
BALANCE SHEET DATA: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 4,107 | $ | 3,599 | $ | 10,726 | $ | 5,726 | $ | 2,257 | ||||||||||
Investments in marketable securities — short and long term |
— | — | 1,700 | 6,175 | 14,025 | |||||||||||||||
Goodwill and intangible assets |
25,885 | 26,851 | 13,073 | 13,582 | 3,473 | |||||||||||||||
Working capital (deficit) |
1,148 | (906 | ) | 11,148 | 9,428 | 15,379 | ||||||||||||||
Total assets |
52,797 | 53,361 | 41,008 | 35,216 | 28,436 | |||||||||||||||
Deferred revenue |
10,202 | 9,493 | 5,376 | 4,503 | 3,866 | |||||||||||||||
Long-term debt and capital leases, net of current portion |
320 | 1,064 | 107 | 216 | 29 | |||||||||||||||
Shareholders’ equity |
36,763 | 35,714 | 29,634 | 25,800 | 21,730 | |||||||||||||||
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of the financial condition and results of operations of HealthStream
should be read in conjunction with “Selected Financial Data” and HealthStream’s Consolidated
Financial Statements and related notes thereto included elsewhere in this report. This discussion
contains forward-looking statements that involve risks and uncertainties. HealthStream’s actual
results may differ significantly from the results discussed and those anticipated in these
forward-looking statements as a result of many factors, including but not limited to those
described under “Risk Factors” and elsewhere in this report.
The following discussion provides an overview of our history together with a summary of our
critical accounting policies and estimates. Our critical accounting policies and estimates include
revenue recognition, product development costs and related capitalization, impairment of goodwill,
intangibles and other long-lived assets, allowance for doubtful accounts, accrual for service
interruptions, stock based compensation, income taxes, and nonmonetary exchanges.
OVERVIEW
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). HealthStream Learning products and services include
our Internet-based HealthStream Learning Center®, authoring tools, courseware subscriptions, online
training and content development, online sales training courses, live events, HospitalDirect® and
other products focused on education and training to serve professionals that work within healthcare
organizations. Effective with the acquisition of TJO in March 2007, we launched HealthStream
ResearchTM. HealthStream Research reflects the combination of DMR and TJO, which
collectively provide a wide range of quality and satisfaction surveys, data analyses of survey
results, and other research-based measurement tools focused on patients, employees, physicians, and
members of the community. Our learning solutions help healthcare organizations improve their
required regulatory training, while also offering an opportunity to train their employees in
multiple clinical areas. Our research products provide customers valuable insight into measuring
quality and satisfaction of physicians, patients, employees, and members of the community.
Revenues for the year ended December 31, 2008 were approximately $51.6 million compared to $43.9
million for the year ended December 31, 2007, an increase of 17.4%. Operating income improved to
$2.5 million compared to $1.9 million for 2007. Net income for
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2008 was $2.9 million compared to
$4.1 million for 2007. Net income includes an income tax benefit of approximately $375,000 in 2008
and $2.0 million in 2007 associated with the recognition of a portion of the Company’s deferred tax
assets. Diluted earnings per share were $0.13 for 2008 compared to $0.18 for 2007. Revenues from
HealthStream Learning grew by $5.4 million, and revenues from HealthStream Research grew by $2.3
million. We had approximately 1,732,000 fully implemented subscribers on our Internet-based HLC
platform at December 31, 2008, representing over 1,900 hospitals in the United States. During 2008,
we renewed approximately 474,000 HLC subscribers, representing a 91% renewal rate for the
subscribers up for renewal, and a 100% renewal rate based on the annual contract value up for
renewal. As of December 31, 2008 our cash and investment balances approximated $4.1 million and we
maintained full availability under our $15.0 million revolving credit facility.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Revenue Recognition
We recognize revenues from our Internet-based learning products and courseware subscriptions based
on a per person subscription basis, and in some cases on a per license basis. Our fees are based on
the size of the facilities’ or organizations’ employee user population and the service offerings to
which they subscribe. Revenue is recognized ratably over the service period of the underlying
contract.
Revenues from survey and research services are recognized when survey results are delivered to
customers via either Internet-based reporting throughout the survey period or by providing final
survey results once all services are complete. Revenues for survey and reporting services, which
are provided through the use of Internet-based reporting methodologies, are recognized using the
proportional performance method, consistent with SEC Staff Accounting Bulletin No. 104, “Revenue
Recognition,” reflecting recognition throughout the service period which corresponds with the
survey cycle and reporting access by the customer, which typically ranges from one to five months.
Revenues for survey and reporting services, which include delivery of survey results to the
customer when all services are completed, are recognized upon completion. All other revenues are
recognized as the related services are performed or products are delivered to the customer.
Revenues for these services can be subject to seasonal factors based on customers’ requirements
that can impact the timing, frequency, and volume of survey cycles.
Revenues from professional services include content maintenance, consulting, and implementation
services. Fees are based on the time and efforts involved, and revenue is recognized upon
completion of performance milestones using the proportional performance method.
We offer training services for clients to facilitate integration of our Internet-based products.
Fees for training are based on the time and efforts of the personnel involved. Basic online
training is generally included in the initial contract; however, incremental training is fee based
and revenues are generally recognized upon completion of training services.
We recognize revenue from live event development services using a proportional performance method
based on completion of performance milestones. Revenues from content maintenance and development
services are recognized using a percentage of completion method based on labor hours, which
correspond to the completion of performance milestones and deliverables. Sales of products and
services to pharmaceutical and medical device companies can be subject to seasonal factors as a
result of meeting and conference dates for such companies.
Revenues associated with online training are recognized over the term of the subscription period or
over the historical usage period, if usage typically differs from the subscription period. All
other service revenues are recognized as the related services are performed or products are
delivered.
We expect to continue to generate revenues by marketing our Internet-based products and our survey
and research services through healthcare organizations and to a lesser extent, through
pharmaceutical and medical device companies. We expect that the portion of our revenues related to
services provided via our Internet-based learning products will increase in absolute dollar
amounts. The percentage of total revenues from our Internet-based subscription products has
declined compared to historical periods, whereas revenues from our survey and research services are
not Internet-based. Specifically, we will seek to generate revenues from healthcare workers by
marketing to their employers or sponsoring organizations. The fees we charge for courseware
resulting from this marketing is typically paid by either the employer or sponsoring organization.
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Accounting for Income Taxes
The Company accounts for income taxes using the liability method in accordance with SFAS No. 109,
“Accounting for Income Taxes.” The Company has significant net operating loss carryforwards (NOLs)
which may be available to reduce future tax expense. These NOLs are subject to annual limitations
under the Internal Revenue Code Section 382, which could result in the expiration of certain
portions of the Company’s NOLs before they are fully utilized. Prior to the 4th quarter
of 2007, the Company maintained a full valuation allowance against its deferred tax assets, and
taxable income was offset through the use of net operating loss carryforwards. Management
periodically assesses the realizability of its deferred tax assets.
At December 31, 2007 management concluded that it is more likely
than not that approximately $2.0 million would be realized.
Further, at December 31, 2008 management concluded that it is more likely than not that approximately $2.4 million of the Company’s
deferred tax assets will be realized in future periods. The Company continues to maintain a valuation allowance of
approximately $12.1 million for the remaining portion of its deferred tax assets, which primarily
consist of net operating loss carryforwards.
Product Development Costs
We account for web site development costs in accordance with Emerging Issues Task Force (EITF)
Issue No. 00-2 “Accounting for Web Site Development Costs” and for capitalized software feature
enhancements in accordance with Statement of Position (SOP) 98-1 “Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use,” which provide guidance on when to
capitalize versus expense costs incurred to develop internal use software or web sites. We
capitalize costs incurred during the development phase for such projects when such costs are
material. Maintenance and operating costs are expensed as incurred.
Product development costs primarily include our costs to initially develop and maintain software
feature enhancements and content for our Internet-based learning products. Once planning is
completed and development begins, we capitalize internal costs and payments to third parties
associated with the cost of software feature enhancement development or content where the life
expectancy is greater than one year and the anticipated cash flows from such software feature
enhancements or content are expected to exceed the cost of the related asset. During 2008 and 2007,
we capitalized approximately $75,000 and $300,000, respectively, related to development of content
by third parties. Such amounts are included in the accompanying consolidated balance sheets under
the caption “prepaid development fees” and “other assets.” During 2008 and 2007, we capitalized
approximately $1.0 million and $2.6 million, respectively, for development of software feature
enhancements, primarily by third parties. Such amounts are included in the accompanying balance
sheets under the caption “capitalized software feature enhancements.” A significant portion of
these capitalized costs were associated with the development of the new version of our
Internet-based HLC platform, a new competency assessment product, and a new reporting system for
our survey and research platform. We amortize content and software feature enhancements over their
expected life, which is generally one to four years. Capitalized content and software feature
enhancements are subject to a periodic impairment review in accordance with our impairment review
policy.
In connection with product development, our significant estimates involve the assessment of the
development period for new products, as well as the expected useful life of costs associated with
new products, software feature enhancements and content. Once capitalized, software feature
enhancements and content development costs are subject to the policies and estimates described
below regarding goodwill, intangibles and other long-lived assets.
Product development costs also include our systems team, which manages our efforts associated with
product development and maintenance, database management, quality assurance and security. This
team is responsible for new internal product development, integration of external new products, and
continued enhancements and regularly scheduled maintenance to our learning and research platform
products. Personnel who are responsible for our overall product portfolio as well as prioritization
of new product development are also included in product development costs.
Goodwill, intangibles and other long-lived assets
We account for goodwill, intangibles and other long-lived assets in accordance with SFAS
No. 142, “Goodwill and Intangible Assets,” and SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets.” We measure for impairment at the reporting unit level using a
discounted cash flow model to determine the estimated fair value of the reporting units. Our
discounted cash flow model contains significant assumptions and accounting estimates about discount
rates, future cash flows and terminal values that could materially affect our operating results or
financial position if they were to change significantly in the future and could result in an
impairment. We perform our goodwill impairment test whenever events or changes in facts or
circumstances indicate that impairment may exist and also during the fourth quarter each year.
Allowance for Doubtful Accounts
We estimate the allowance for doubtful accounts using both a specific and non-specific
identification method. Management’s evaluation includes reviewing past due accounts on a case-by
case basis, and determining whether an account should be reserved, based on the facts and
circumstances surrounding each potentially uncollectible account. An allowance is also maintained
for accounts not specifically identified that may become uncollectible in the future. Uncollectible
accounts are written-off in the period management believes it has exhausted every opportunity to
collect payment from the customer. Bad debt expense is recorded when events or circumstances
indicate an additional allowance is necessary based on our specific and non-specific identification
approach.
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Accrual for Service Credits
Due to the complexity of our hosted applications, variability in customer utilization patterns,
changes in technology, and potential software defects, our hosted learning management applications
could experience periodic downtime. In addition, we have specific contractual obligations that can
result in penalties to us associated with system performance and other commitments. We maintain an
accrual which is intended to provide for customer concessions due to
customers experiencing inconveniences or operation disruption resulting from downtime or performance of our applications,
or our failure to meet certain contractual obligations to customers. Our accrual for service
credits totaled approximately $345,000 as of December 31, 2008.
Stock Based Compensation
We began recognizing compensation expense using a fair-value based method for costs related to
share based payments including stock options on January 1, 2006. Measurement of such compensation
expense requires significant estimation and assumptions; however we believe that the Black Scholes
option pricing model we use for calculating the fair value of our stock based compensation plans
provides a reasonable measurement methodology using a framework that is widely adopted.
As of
December 31, 2008, we had a stock option plan and an employee stock
purchase plan which qualified as stock based
compensation plans. On February 9, 2009, the Company terminated
the employee stock purchase plan and deregistered the unsold and
unissued shares remaining in the plan. During the years ended December 31, 2008, 2007, and 2006, we recorded $771,560,
$742,344 and $682,068 of stock based compensation expense, respectively. We typically grant stock
options to our management group on an annual basis, or when new members of the management group
begin their employment. We grant stock options to members of our board of directors in conjunction
with our annual shareholders meeting, or as new members are added on a pro rata basis based on the
time elapsed since our annual shareholders’ meeting. We expect to continue this practice for the
foreseeable future; however, we may adjust the size of the annual grant. As of December 31, 2008,
total future compensation cost related to non-vested awards not yet recognized was $1,192,503 net
of estimated forfeitures, with a weighted average expense recognition period of 2.5 years. Future
compensation expense recognition for new option grants will vary depending on the timing and size
of new awards granted, changes in the market price or volatility of our common stock, changes in
risk-free interest rates, or if actual forfeitures vary significantly from our estimates.
Nonmonetary Exchange of Content Rights and Deferred Service Credits
During 2007 and 2006, we recorded content rights and deferred service credits in connection with a
nonmonetary exchange with one of our customers. In order to account for this transaction, we
estimated the fair value of the related assets and service credits, assessed whether the value
assigned to the content was recoverable, and amortized the related assets over their estimated
useful lives. Our future operating results will be impacted by the customer’s utilization of the
service credits. Revenues for services provided in exchange for service credits will be recognized
in accordance with our revenue recognition policies.
BUSINESS COMBINATION
The Jackson Organization, Research Consultants, Inc. On March 12, 2007, the Company acquired all of
the issued and outstanding common stock of TJO for approximately $12.6 million, consisting of
approximately $11.5 million in cash and 252,616 shares of HealthStream common stock. The Company
incurred approximately $690,000 of direct, incremental expenses associated with the acquisition of
TJO. TJO provides healthcare organizations with quality and satisfaction surveys, data analyses of
survey results, and other research-based measurement tools. This acquisition was accounted for
using the purchase method of accounting. TJO’s results of operations have been included in the
Company’s results in the HealthStream Research business unit from the date of the acquisition.
RESULTS OF OPERATIONS
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 primarily consist of the
following products and services: provision of services through our Internet-based HLC, authoring
tools, a variety of courseware subscriptions (add-on courseware), implementation and consulting
services, maintenance of third party content, content development, online sales training courses
(RepDirect™), HospitalDirect®, and a variety of other educational activities for physicians, nurses
and other professionals within healthcare organizations. 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 patients, physicians, employees, and other
members of the community.
Cost of Revenues (excluding depreciation and amortization). Cost of revenues (excluding
depreciation and amortization) 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 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.
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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,
application development, and quality assurance teams, product managers, and other personnel
associated with content and product development.
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. During the past several years,
we have hosted a national customer conference in Nashville known as “The Summit,” of which a
significant portion of the costs are included in sales and marketing expenses. Personnel costs
within sales and marketing include our Learning and Research sales teams, strategic account
management, consultants, and marketing personnel, as well as our account management group.
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.
2008 Compared to 2007
Revenues. Revenues increased approximately $7.7 million, or 17.4%, to $51.6 million for 2008 from
$43.9 million for 2007. Revenues for 2008 consisted of $32.8 million, or 63.6% of total revenue,
for HealthStream Learning and $18.8 million, or 36.4% of total revenue, for HealthStream Research.
In 2007, revenues consisted of $27.5 million, or 62.5% of total revenue, for HealthStream Learning
and $16.5 million, or 37.5% of total revenue, for HealthStream Research. HealthStream Research
revenues include the results of TJO commencing with its acquisition on March 12, 2007.
Revenues for HealthStream Learning increased approximately $5.4 million, or 19.6%, during 2008. Of
this increase, $6.4 million was derived from our Internet-based subscription learning products,
which includes revenue increases from the HLC of $3.6 million and from courseware subscriptions and
online training services of $2.8 million. Revenues from our Internet-based subscription products
collectively increased 29% over the prior year and approximated $28.7 million for 2008. In
addition, revenues associated with implementation, development, and consulting services increased
$935,000 over the prior year. These increases in revenues were partially offset by a decline in
revenues from live events, study guides, and association activities, which collectively declined
$1.9 million compared to the prior year. Our Internet-based HLC subscriber base increased
approximately 12% during 2008, from approximately 1,541,000 fully implemented subscribers at the
end of 2007 to approximately 1,732,000 fully implemented subscribers at the end of 2008.
Revenues for HealthStream Research increased $2.3 million, or 13.8%, during 2008, primarily
resulting from the impact of the March 2007 acquisition of TJO. TJO revenues during 2007, prior to
our acquisition and not included in our results for 2007, approximated $2.6 million. The change in
revenues was also impacted by the non-renewal of a significant contract during 2008, which
accounted for approximately 4% of HealthStream Research revenues during 2007. Revenues from our
patient and community survey instruments, which have more recurring and predictable survey cycles,
accounted for 70.9% of our Research revenues during 2008 up from 63.5% during 2007.
Cost of Revenues (excluding depreciation and amortization). Cost of revenues (excluding
depreciation and amortization) increased approximately $3.5 million, or 21.6%, to $19.7 million for
2008 from $16.2 million for 2007. Cost of revenues as a percentage of revenue approximated 38.1%
and 36.8% of revenues for 2008 and 2007, respectively.
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Cost of revenues for HealthStream Learning increased $1.3 million and approximated 32.3% and 33.8%
of revenues for 2008 and 2007, respectively. This expense increase primarily resulted from
increased royalties paid by us associated with an 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 $2.2 million and approximated 48.2% and 41.8%
of revenues for 2008 and 2007, respectively. The primary expense increase resulted from the full
year impact of personnel expenses associated with the TJO acquisition. The expense increase as a
percentage of revenues primarily resulted from the increase in patient and community surveys over
the prior year, which have higher fulfillment costs. In addition, lower revenues from other survey
products that have lower fulfillment costs contributed to this percentage increase over the prior year.
Gross Margin (excluding depreciation and amortization). Gross margin (which we define as revenues
less cost of revenues divided by revenues) was 61.9% for 2008, down from 63.2% for 2007. Gross
margins for HealthStream Learning were 67.7% and 66.2% for 2008 and 2007, respectively. This
improvement resulted from the favorable change in revenue mix and related cost of revenues discussed above.
Gross margins for HealthStream Research were 51.8% and 58.2% for 2008 and 2007, respectively. This
decrease resulted from unfavorable changes in revenue mix and cost of revenues discussed above.
Product Development. Product development expenses increased approximately $1.4 million, or 31.6%,
to $5.7 million for 2008 from $4.3 million for 2007. Product development expenses as a percentage
of revenues was 11.0% and 9.8% of revenues for 2008 and 2007, respectively. Product development
expenses for HealthStream Learning increased $966,000 and approximated 14.1% and 13.4% of revenues
for 2008 and 2007, respectively. The increase in amount resulted from additional personnel and
contract labor associated with maintenance and support of our learning platform products. Product
development expenses for HealthStream Research increased $520,000 and approximated 5.5% and 3.1% of
revenues for 2008 and 2007, respectively. This expense increase is primarily due to additional
personnel to support our administrative platforms and a reassignment of personnel from general and
administrative tasks to product development when compared to the prior year.
Sales and Marketing. Sales and marketing expenses increased approximately $1.6 million, or 17.5%,
to $10.8 million for 2008 from $9.2 million for 2007. This increase is associated with additional
personnel and related expenses resulting from the TJO acquisition, additional personnel for
both HealthStream Learning and HealthStream Research sales teams, as well as increased marketing
expenses, including our annual customer conference, The Summit. As a percentage of revenues, sales
and marketing expenses were 21.0% of revenues for both 2008 and 2007.
Sales and marketing expenses for HealthStream Learning increased $725,000 and approximated 21.6%
and 23.2% of revenues for 2008 and 2007, respectively, and was primarily associated with additional
sales personnel and related expenses and increased marketing expenses. Sales and marketing expenses
for HealthStream Research increased $787,000 and approximated 18.8% and 16.6% of revenues for 2008
and 2007, respectively. This expense increase was associated with the TJO acquisition, new sales
personnel and related expenses, and was partially offset by lower marketing expenses.
Other General and Administrative. Other general and administrative expense increased approximately
$304,000, or 3.9%, to $8.2 million for 2008 from $7.9 million for 2007. This increase is primarily
due to the full year impact of the TJO acquisition, including facilities and other operating costs.
Other general and administrative expense as a percentage of revenues was 15.8% and 17.9% for 2008
and 2007, respectively.
Other general and administrative expense for HealthStream Learning increased $522,000, primarily
due to increased personnel expenses, travel, and other related expenses to manage the business
unit. Other general and administrative expense for HealthStream Research decreased $475,000,
primarily due to the consolidation of human resources and accounting personnel into our corporate
functions, in addition to the redesignation of certain personnel to product development. These
expense decreases were somewhat offset by facility costs and other expenses associated with the
full year impact of the TJO acquisition. The unallocated corporate portion of other general and
administrative expense increased $257,000, primarily associated with additional personnel,
increases in professional fees, recruiting, and other expenses.
Depreciation and Amortization. Depreciation and amortization increased approximately $319,000, or
7.1%, to $4.8 million for 2008 from $4.5 million for 2007. Depreciation, which is included in the
unallocated corporate function, increased $157,000 over the prior year resulting from new capital
expenditures. Amortization increased $162,000 resulting from capitalized software feature
enhancements and TJO intangible asset amortization. Amortization for HealthStream Learning
increased $87,000, or 5.3%, and approximated 5.2% and 5.9% of revenues for 2008 and 2007,
respectively. The increase in amount is primarily associated with amortization of capitalized software
feature enhancements associated with the HLC platform and other content assets. Amortization for
HealthStream Research increased $76,000, or 8.2%, and approximated 5.3% and 5.6% of revenues for
2008 and 2007, respectively. The increase in amount resulted from the amortization of TJO intangible assets.
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Other Income (Expense). Other income, net decreased approximately $154,000, or 68.1%, to $72,000
for 2008 from $226,000 for 2007. Interest income decreased $147,000 resulting from lower invested
balances and lower yield rates during 2008. Interest expense increased $7,000 over the prior year
associated with our promissory note.
Income Tax (Benefit) Provision. The Company recognized an income tax benefit of approximately
$375,000 and $2.0 million during 2008 and 2007, respectively,
which was based on management’s
conclusion that a portion of the Company’s deferred tax assets would be realized. During 2008, the
$375,000 income tax benefit was partially offset by $74,000 of income tax expense. During 2007, the
$2.0 million income tax benefit was partially offset by income tax expense of $42,000. Taxable
income for both 2008 and 2007 was substantially offset by the Company’s net operating loss
carryforwards.
Net Income. Net income was approximately $2.9 million, or $0.13 per diluted share, for the year
ended December 31, 2008 compared to $4.1 million, or $0.18 per diluted share, for the year ended
December 31, 2007. This decrease is primarily the result of the $2.0 million income tax benefit
recognized during 2007, offset by the changes in income from
operations described above.
2007 Compared to 2006
Revenues. Revenues increased approximately $12.2 million, or 38.3%, to $43.9 million for 2007 from
$31.8 million for 2006. Revenues for 2007 consisted of $27.5 million, or 62.5% of total revenue,
for HealthStream Learning and $16.5 million, or 37.5% of total revenue, for HealthStream Research.
In 2006, revenues consisted of $25.1 million, or 78.9% of total revenue, for HealthStream Learning
and $6.7 million, or 21.1% of total revenue, for HealthStream Research. HealthStream Research
revenues include the results of TJO commencing with its acquisition on March 12, 2007.
Revenues for HealthStream Learning increased approximately $2.4 million, or 9.5%, during 2007. Of
this increase, $3.2 million was derived from our Internet-based subscription learning products,
which included revenue increases from the HLC of $1.8 million and courseware subscriptions of $1.3
million. Revenues from these products increased 17% over the prior year and approximated $21.9
million for 2007. In addition, revenues associated with implementation, development, and consulting
services increased $917,000 over the prior year. These increases in revenues were partially offset
by a decline in revenues from live events, study guides, and association activities, which
collectively declined $1.5 million compared to the prior year. Our Internet-based HLC subscriber
base increased approximately 14% during 2007, from approximately 1,352,000 fully implemented
subscribers at the end of 2006 to approximately 1,541,000 fully implemented subscribers at the end
of 2007.
Revenues from HealthStream Research increased approximately $9.8 million, or 145.6%, during 2007,
of which $9.7 million resulted from the March 12, 2007 acquisition of TJO. Organic research
revenues for 2007 were flat compared to the prior year due to certain customers postponing their
survey cycles. Revenues from our patient and community survey instruments accounted for 63.5% of
our Research revenues during 2007 compared to 45.9% during 2006. A significant portion of this
increase in revenue mix resulted from the TJO acquisition.
Cost of
Revenues (excluding depreciation and amortization). Cost of revenues (excluding depreciation and amortization) increased
approximately $5.3 million, or 48.7%, to $16.2 million for 2007 from $10.9 million for 2006. Cost
of revenues as a percentage of revenues increased to 36.8% of revenues for 2007 from 34.2% of
revenues for 2006.
Cost of revenues for HealthStream Learning increased approximately $293,000, or 3.3%, and
approximated 33.8% and 35.8% of revenues for 2007 and 2006, respectively. This expense increase is
primarily related to increased royalties paid by us associated with increases in courseware and
training subscriptions as well as approximately $350,000 of incremental costs to support our
customers in connection with their transition to our new HLC platform, and was partially offset by
lower direct costs resulting from fewer live events when compared to the prior year.
Cost of revenues for HealthStream Research increased approximately $5.0 million, or 264.5%, and
approximated 41.8% and 28.1% of revenues for 2007 and 2006, respectively. This expense increase for
HealthStream Research resulted primarily from incremental personnel to support the survey delivery
process, including our interviewing center staff, as well as increased costs associated with
outsourced phone interview services. The expense increase as a percentage of revenues was primarily
due to changes in revenue mix.
Gross Margin (excluding depreciation and amortization). Gross margin (which we define as revenues
less cost of revenues divided by revenues) declined to 63.2% for 2007 from 65.8% for 2006. This
decrease resulted from the change in revenue mix discussed above, and was primarily associated with
the growth in revenues and direct costs from our research products. Gross margins for HealthStream
Learning were 66.2% and 64.2% for 2007 and 2006, respectively. Gross margins for HealthStream
Research were 58.2% and 71.9% for 2007 and 2006, respectively.
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Product Development. Product development expenses increased approximately $805,000, or 23.0%, to
$4.3 million for 2007 from $3.5 million for 2006. Product development as a percentage of revenues
decreased to 9.8% for 2007 from 11.0% for 2006. Product development expenses for HealthStream
Learning increased approximately $680,000, and approximated 13.4% and 11.9% of revenues for 2007
and 2006, respectively. Approximately $600,000 of the expense increase resulted from additional
costs to support our customer’s transition to the new version of our HLC platform during the year.
Product development expenses for HealthStream Research increased approximately $146,000 due to
additional personnel and approximated 3.1% and 5.5% of revenues for 2007 and 2006, respectively.
Sales and Marketing. Sales and marketing expenses, including personnel costs, increased
approximately $2.2 million, or 31.2%, to $9.2 million for 2007 from $7.0 million for 2006. This
increase was primarily associated with incremental personnel and related expenses resulting from
the TJO acquisition, as well as incremental HealthStream Learning personnel and increased sales
commissions. These expense increases were partially offset by lower marketing spending. Sales and
marketing expenses approximated 21.0% and 22.1% of revenues for the years ended December 31, 2007
and 2006, respectively.
Sales and marketing expenses for HealthStream Learning increased $414,000 and approximated 23.2%
and 23.7% of revenues for 2007 and 2006, respectively. The increase in expenses is associated with
additional sales personnel and commissions, and was partially offset by lower marketing expenses,
including those related to our annual customer conference, The Summit. The expense decrease as a
percentage of revenues was due to the increase in revenues. Sales and marketing expenses for
HealthStream Research increased $1.9 million and approximated 16.6% and 13.2% of revenues for 2007
and 2006, respectively. This increase was primarily associated with the TJO acquisition.
Other General and Administrative. Other general and administrative expense increased approximately
$2.3 million, or 40.3%, to $7.8 million for 2007 from $5.6 million for 2006. This increase is
primarily due to the TJO acquisition, including personnel, facilities, and other operating costs.
Other general and administrative expense as a percentage of revenues was 17.9% and 17.6% for 2007
and 2006, respectively.
Other general and administrative expense for HealthStream Learning decreased $132,000, primarily
due to lower personnel costs. Other general and administrative expense for HealthStream Research
increased $1.7 million, primarily from the TJO acquisition and additions of other personnel. The
unallocated corporate portion of other general and administrative expense increased $655,000,
primarily associated with increased investments in products and services to support the growth of
our business.
Depreciation and Amortization. Depreciation and amortization increased approximately $1.6 million,
or 55.9%, to $4.5 million for 2007 from $2.9 million for 2006. Depreciation, which is included in
the unallocated corporate function, increased $542,000 resulting from new capital expenditures and
assets acquired from TJO during the current year. The amortization increase of $1.1 million
resulted from TJO intangible asset amortization and amortization of capitalized software feature
enhancements associated with the new HLC platform and other content assets. Amortization for
HealthStream Learning increased $654,000, or 67.1%, and approximated 5.9% and 3.9% of revenues for
the years ended December 31, 2007 and 2006, respectively. This increase was primarily associated
with amortization of capitalized software feature enhancements associated with the new HLC platform
and other content assets. Amortization for HealthStream Research increased $418,000, or 82.2%, and
approximated 5.6% and 7.6% of revenues for 2007 and 2006, respectively. The expense increase was
associated with the TJO acquisition, while the decrease as a percentage of revenues was due to the
increase in revenues.
Other Income (Expense). Other income (expense) decreased approximately $392,000, or 63.4%, to
$226,000 for 2007 from $619,000 for 2006. Interest income from cash and investments in marketable
securities decreased $371,000 resulting from lower cash and investments balances during 2007.
Interest expense increased $22,000 over the prior year associated with a promissory note and our
revolving credit facility.
Income Tax (Benefit) Provision. The Company recognized an income tax benefit of approximately $2.0
million during 2007 based on management’s conclusion that a portion of the Company’s deferred tax
assets would be realized. This income tax benefit was partially offset by $42,000 of income tax
expense associated with the alternative minimum tax. During 2006, the Company recognized income tax
expense of $28,000 associated with the alternative minimum tax. Taxable income for both 2007 and
2006 was substantially offset by the Company’s net operating loss carryforwards.
Net Income. Net income was approximately $4.1 million, or $0.18 per diluted share, for the year
ended December 31, 2007 up from $2.5 million, or $0.11 per diluted share, for the year ended
December 31, 2006. This improvement is the result of the $2.0 million income tax benefit and
increased gross profits, but was somewhat offset by other expense increases mentioned above.
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FINANCIAL OUTLOOK FOR 2009
The Company provides projections and other forward-looking information in the “Financial Outlook
for 2009” section within MD&A. This section contains many forward-looking statements, particularly
relating to the Company’s future financial performance. These forward-looking statements are
estimates based on information currently available to the Company, are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 and are subject to the
precautionary statements set forth in the introduction Part I of this Annual Report on Form 10-K
above. Actual results are likely to differ, and in the past have differed, materially from those
forecast by the Company, depending on the outcome of various factors, including, but not limited
to, those set forth in Item 1A, Risk Factors.
The Company expects that consolidated revenues for the full year 2009 will grow by 13 percent to 15
percent. We anticipate revenue growth in the Learning segment to be in the 16 percent to 18 percent
range and the Research unit’s revenue to increase by approximately 7 percent to 9 percent.
We expect
our consolidated gross margin for 2009 to be similar to our full year 2008 results. We also
anticipate that operating expenses, including product development, sales and marketing,
depreciation and amortization and other general and administrative expense will grow in the range
between 11 percent and 13 percent when compared to the Company’s full year 2008 levels for these
categories.
We anticipate that operating income will increase 20 percent to 60 percent for the full year of
2009 versus our 2008 results. Net income, before the impact of any potential future realized
income tax benefit resulting from reduction of our income tax valuation allowance in 2009 is
expected to grow by 20 percent to 60 percent over 2008 net income before our $375,000 income tax
benefit.
We anticipate that fully diluted earnings per share for 2009, based on the net income described in
the previous paragraph, will range between $0.14 and $0.18 per share. We expect our 2009 effective
tax rate to be minimal and substantially less than the statutory rates, resulting from expected
utilization of our net operating loss carryforwards to offset current
taxable income, and the related reduction in our valuation allowance. The effective
tax rate for 2009 excludes any potential future reversals of
valuation allowance resulting in income tax benefits, as occurred during 2007 and 2008.
We expect that capital expenditures, including hardware, software and capitalized software
development for new features, enhancements and content development for 2009 will range between
approximately $3.0 to $3.5 million.
SELECTED QUARTERLY OPERATING RESULTS
The following tables set forth selected statements of income data for the eight quarters ended
December 31, 2008 both in absolute dollars and as a percentage of total revenues. The information
for each quarter has been prepared on substantially the same basis as the audited statements
included in other parts of this report and, in our opinion, includes all adjustments, consisting of
only normal recurring adjustments, necessary for a fair presentation of the results of operations
for these periods. You should read this information in conjunction with HealthStream’s Consolidated
Financial Statements and related notes thereto included elsewhere in this report. The operating
results for any quarter are not necessarily indicative of the results to be expected in the future.
Factors Affecting Quarterly Operating Results
Revenues from our subscription products are recognized ratably over the subscription term. Revenues
from sales of products and services to pharmaceutical and medical device companies can be subject
to seasonal factors resulting from the timing of conferences and live events. Survey and research
revenues are impacted by seasonal factors resulting from the volume, timing, and frequency of
survey cycles. The results of operations for TJO have been included in the Company’s statements of
income, effective March 13, 2007. During the fourth quarter of 2008, we recognized a portion of our
deferred tax assets, resulting in an income tax benefit of approximately $375,000. During the
fourth quarter of 2007 we recognized a portion of our deferred tax assets, resulting in an
income tax benefit of approximately $2.0 million. In addition,
our expense for compensated absences may fluctuate from quarter to
quarter, depending on vesting and utilization by our employees.
| Quarter Ended | ||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | |||||||||||||
| 2008 | 2008 | 2008 | 2008 | |||||||||||||
| (In thousands, except per share data) | ||||||||||||||||
STATEMENT OF INCOME DATA: |
||||||||||||||||
Revenues, net |
$ | 11,422 | $ | 13,013 | $ | 13,662 | $ | 13,503 | ||||||||
Operating costs and expenses: |
||||||||||||||||
Cost of revenues (excluding depreciation and amortization) |
4,258 | 4,863 | 5,153 | 5,110 | ||||||||||||
Product development |
1,284 | 1,331 | 1,531 | 1,524 | ||||||||||||
Sales and marketing |
2,552 | 2,694 | 3,122 | 2,452 | ||||||||||||
Depreciation and amortization |
1,246 | 1,208 | 1,175 | 1,193 | ||||||||||||
Other general and administrative expenses |
1,767 | 2,193 | 2,090 | 2,102 | ||||||||||||
Total operating costs and expenses |
11,377 | 12,289 | 13,071 | 12,381 | ||||||||||||
Income from operations |
45 | 724 | 591 | 1,122 | ||||||||||||
Other income, net |
22 | 23 | 18 | 9 | ||||||||||||
Income before income taxes |
67 | 747 | 609 | 1,131 | ||||||||||||
Income tax provision (benefit) |
— | 8 | — | (309 | ) | |||||||||||
Net income |
$ | 67 | $ | 739 | $ | 609 | $ | 1,440 | ||||||||
Net income per share (1): |
||||||||||||||||
Basic |
$ | 0.00 | $ | 0.03 | $ | 0.03 | $ | 0.07 | ||||||||
Diluted |
$ | 0.00 | $ | 0.03 | $ | 0.03 | $ | 0.07 | ||||||||
Weighted average shares of common stock outstanding: |
||||||||||||||||
Basic |
22,087 | 21,961 | 21,407 | 21,374 | ||||||||||||
Diluted |
22.727 | 22,578 | 21,910 | 21,601 | ||||||||||||
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| Quarter Ended | ||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | |||||||||||||
| 2007 | 2007 | 2007 | 2007 | |||||||||||||
| (In thousands, except per share data) | ||||||||||||||||
STATEMENT OF INCOME DATA: |
||||||||||||||||
Revenues, net |
$ | 8,101 | $ | 12,047 | $ | 11,809 | $ | 11,992 | ||||||||
Operating costs and expenses: |
||||||||||||||||
Cost of revenues (excluding depreciation and amortization) |
2,915 | 4,359 | 4,336 | 4,552 | ||||||||||||
Product development |
1,079 | 1,100 | 1,165 | 963 | ||||||||||||
Sales and marketing |
1,734 | 2,821 | 2,294 | 2,364 | ||||||||||||
Depreciation and amortization |
856 | 1,198 | 1,317 | 1,132 | ||||||||||||
Other general and administrative expenses |
1,608 | 2,160 | 1,967 | 2,113 | ||||||||||||
Total operating costs and expenses |
8,192 | 11,639 | 11,079 | 11,124 | ||||||||||||
Income (loss) from operations |
(91 | ) | 408 | 730 | 868 | |||||||||||
Other income, net |
140 | 22 | 27 | 39 | ||||||||||||
Income before income taxes |
49 | 430 | 757 | 907 | ||||||||||||
Income tax provision (benefit) |
4 | 5 | 18 | (1,972 | ) | |||||||||||
Net income |
$ | 45 | $ | 425 | $ | 739 | $ | 2,879 | ||||||||
Net income per share (1): |
||||||||||||||||
Basic |
$ | 0.00 | $ | 0.02 | $ | 0.03 | $ | 0.13 | ||||||||
Diluted |
$ | 0.00 | $ | 0.02 | $ | 0.03 | $ | 0.13 | ||||||||
Weighted average shares of common stock outstanding: |
||||||||||||||||
Basic |
21,936 | 21,970 | 22,025 | 22,064 | ||||||||||||
Diluted |
22,603 | 22,782 | 22,664 | 22,755 | ||||||||||||
| Quarter Ended | ||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | |||||||||||||
| 2008 | 2008 | 2008 | 2008 | |||||||||||||
| (% of Revenues) | ||||||||||||||||
STATEMENT OF INCOME DATA: |
||||||||||||||||
Revenues |
100.0 | 100.0 | 100.0 | 100.0 | ||||||||||||
Operating costs and expenses: |
||||||||||||||||
Cost of revenues (excluding depreciation and amortization) |
39.6 | 37.4 | 37.7 | 37.8 | ||||||||||||
Product development |
11.2 | 10.2 | 11.2 | 11.3 | ||||||||||||
Sales and marketing |
22.3 | 20.7 | 22.8 | 18.2 | ||||||||||||
Depreciation and amortization |
10.9 | 9.3 | 8.6 | 8.8 | ||||||||||||
Other general and administrative expenses |
15.5 | 16.8 | 15.3 | 15.6 | ||||||||||||
Total operating costs and expenses |
99.6 | 94.4 | 95.7 | 91.7 | ||||||||||||
Income from operations |
0.4 | 5.6 | 4.3 | 8.3 | ||||||||||||
Other income, net |
0.2 | 0.2 | 0.1 | 0.1 | ||||||||||||
Income before income taxes |
0.6 | 5.8 | 4.4 | 8.4 | ||||||||||||
Income tax provision (benefit) |
0.0 | 0.1 | 0.0 | (2.3 | ) | |||||||||||
Net income |
0.6 | 5.7 | 4.4 | 10.7 | ||||||||||||
| Quarter Ended | ||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | |||||||||||||
| 2007 | 2007 | 2007 | 2007 | |||||||||||||
| (% of Revenues) | ||||||||||||||||
STATEMENT OF INCOME DATA: |
||||||||||||||||
Revenues |
100.0 | 100.0 | 100.0 | 100.0 | ||||||||||||
Operating costs and expenses: |
||||||||||||||||
Cost of revenues (excluding depreciation and amortization) |
36.0 | 36.2 | 36.7 | 38.0 | ||||||||||||
Product development |
13.3 | 9.1 | 9.9 | 8.0 | ||||||||||||
Sales and marketing |
21.4 | 23.4 | 19.4 | 19.7 | ||||||||||||
Depreciation and amortization |
10.6 | 10.0 | 11.1 | 9.4 | ||||||||||||
Other general and administrative expenses |
19.9 | 17.9 | 16.7 | 17.6 | ||||||||||||
Total operating costs and expenses |
101.1 | 96.6 | 93.8 | 92.8 | ||||||||||||
Income (loss) from operations |
(1.1 | ) | 3.4 | 6.2 | 7.2 | |||||||||||
Other income, net |
1.7 | 0.2 | 0.2 | 0.4 | ||||||||||||
Income before income taxes |
0.6 | 3.6 | 6.4 | 7.6 | ||||||||||||
Income tax provision (benefit) |
0.1 | 0.1 | 0.1 | (16.4 | ) | |||||||||||
Net income |
0.5 | 3.5 | 6.3 | 24.0 | ||||||||||||
| (1) | — Due to the nature of interim earnings per share calculations, the sum of quarterly earnings per share amounts may not equal the reported earnings per share for the full year. |
27
Table of Contents
Liquidity and Capital Resources
Net cash provided by operating activities was approximately $6.0 million during 2008 compared to
$7.1 million during 2007. Our primary sources of cash were generated from receipts from the sales
of our products and services. The number of days sales outstanding (DSO) was 60 days for 2008
compared to 63 days for 2007. The Company calculates DSO by dividing the average accounts
receivable balance (excluding unbilled and other receivables) by average daily revenues for the
year. The primary uses of cash to fund our operations include personnel expenses, sales
commissions, royalty payments, 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 was approximately $2.1 million for 2008, compared to $13.9
million during 2007. During 2008, we utilized $1.1 million for purchases of property and equipment,
and $980,000 for software feature enhancements. During 2007, we
utilized approximately $11.8 million of cash and investments to
purchase TJO. Software feature enhancement costs for 2008 were
associated with enhancements to our survey administration platform and other new products, while in
2007, these costs were associated with the new version of our Internet-based HLC and HCC platforms.
Hardware and software spending in 2008 and 2007 supported our Internet-based product infrastructure
and other operational requirements.
Net cash used in financing activities was approximately $3.4 million for 2008, compared to $286,000
during 2007. The primary uses of cash during 2008 included $2.9 million associated with our share
repurchase plan and $707,000 of payments under the promissory note. The primary sources of cash for
both 2008 and 2007 resulted from proceeds associated with the issuance of common stock from both
the exercise of employee stock options and our Employee Stock Purchase Plan.
Our revenues increased and operating income improved over the prior year, and our balance sheet
reflects positive working capital at December 31, 2008. This working capital position contrasts
with our working capital deficit at December 31, 2007. The increase in working capital resulted
primarily from increases in cash balances combined with reductions in accounts payable, accrued
liabilities, accrued compensation and related expenses, and current portion of capital leases.
During 2008, the Company also repurchased approximately $2.9 million of its common stock using cash
generated from operations. As of December 31, 2008, our primary source of liquidity was $4.1
million of cash and cash equivalents, restricted cash, and related interest receivable. The Company
also has a $15.0 million revolving credit facility loan agreement, all of which was available at
December 31, 2008.
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. Our revolving credit facility
expires in July 2009, and we are pursuing to renew or replace this credit facility before its
expiration, which may be difficult in the current economic environment. As part of our growth strategy, we review possible acquisitions that complement our
products and services. We anticipate that future acquisitions, 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. The issuance of our stock as consideration
for an acquisition would have a dilutive effect and could adversely affect our stock price.
The credit markets have been experiencing extreme
volatility and disruption, and we cannot assure you that if we need
additional financing that it will be available on terms favorable to
us, or at all. Failure to generate sufficient cash flow from
operations or raise additional capital when required in sufficient amounts and on terms acceptable
to us could harm 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 between $3.0 and $3.5 million in 2009. We expect to fund these capital expenditures
with existing cash and investments and from cash generated from operations, and if necessary from
our revolving credit facility. From January 1 through February 28, 2009, we had capital
expenditures of approximately $500,000, primarily related to hardware, software, content, and
software feature enhancements.
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,
Tennessee, Laurel, Maryland, and Franklin, Tennessee. We also have scheduled monthly payments due
under a promissory note through May 2010.
28
Table of Contents
Off-Balance Sheet Arrangements
The Company’s off-balance sheet arrangements primarily consist of operating leases, purchase
commitments, and our revolving credit facility, which is described further in Note 12 to the
Company’s consolidated financial statements contained elsewhere in this report.
Recent Accounting Pronouncements
In December 2007, the Financial Accounting Standards Board (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, contractual contingencies, 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 acquirer’s 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. SFAS No. 141(R) is effective
prospectively, except for certain retrospective adjustments to
deferred tax balances. The Company’s consolidated financial statements will be impacted by SFAS 141(R) in
relation to business combination activities subsequent to
January 1, 2009.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial
Statements—an 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 parent’s 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 does not anticipate that adoption of this new
standard will have a material effect on the Company’s financial position, results of operations, or
cash flows.
In April 2008, FASB Staff Position SFAS 142-3, “Determination of the Useful Life of Intangible
Assets” (“FSP No. 142-3”), was issued. FSP 142-3 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of a recognized
intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets.” The adoption of FSP
142-3 is effective beginning January 1, 2009 for the Company. Management does not anticipate the
adoption of this new standard will have a material effect on the Company’s financial position,
results of operations, or cash flows.
Item 7A. 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 December 31, 2008, our outstanding indebtedness
included a promissory note of approximately $1.0 million and approximately $33,000 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 December 31, 2008, the Company had cash and cash equivalents, restricted cash, and related
interest receivable totaling approximately $4.1 million. Current investment rates of return
approximate 1.00 to 1.50%. Assuming a 1.25% rate of return on $4.1 million, a hypothetical 10%
decrease in interest rates would decrease interest income and decrease net income on an annualized
basis by approximately $5,000.
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; A1/P1 or better for commercial paper; A2/A or better for taxable or tax advantaged auction
rate securities and AAA or better for tax free auction rate securities. 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. Further, the Company’s investment policy also limits concentration exposure and other
potential risk areas. As of December 31, 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.
29
Table of Contents
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | ||||
| 31 | ||||
| 32 | ||||
| 33 | ||||
| 34 | ||||
| 35 | ||||
| 36 | ||||
30
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
HealthStream, Inc.
HealthStream, Inc.
We have audited the accompanying consolidated balance sheets of HealthStream, Inc. as of December
31, 2008 and 2007, and the related consolidated statements of income, shareholders’ equity, and
cash flows for each of the three years in the period ended December 31, 2008. These financial
statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Company’s internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of HealthStream, Inc. at December 31, 2008 and 2007,
and the consolidated results of its operations and its cash flows for each of the three years in
the period ended December 31, 2008, in conformity with U.S. generally accepted accounting
principles.
As discussed in Note 1 to the consolidated financial statements, in 2007 the Company changed its
method of accounting for uncertainty in income taxes, and in 2006 the Company changed its method of
accounting for share-based payments.
/s/ Ernst & Young LLP
Nashville, Tennessee
March 23, 2009
March 23, 2009
31
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HEALTHSTREAM, INC.
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS
| December 31, | December 31, | |||||||
| 2008 | 2007 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 4,106,612 | $ | 3,599,346 | ||||
Restricted cash |
17,128 | 13,504 | ||||||
Interest receivable |
4,090 | 17,340 | ||||||
Accounts receivable, net of allowance for doubtful accounts of $106,542
and $72,895 at December 31, 2008 and 2007, respectively |
8,303,212 | 8,668,093 | ||||||
Accounts receivable — unbilled |
1,669,356 | 1,051,198 | ||||||
Deferred tax assets, current |
356,987 | 360,312 | ||||||
Prepaid royalties, net of amortization |
995,493 | 317,563 | ||||||
Prepaid development fees, net of amortization |
375,866 | 991,732 | ||||||
Other prepaid expenses and other current assets |
1,034,026 | 659,320 | ||||||
Total current assets |
16,862,770 | 15,678,408 | ||||||
Property and equipment: |
||||||||
Equipment |
12,651,227 | 11,812,721 | ||||||
Leasehold improvements |
1,990,532 | 1,800,633 | ||||||
Furniture and fixtures |
1,579,592 | 1,597,768 | ||||||
| 16,221,351 | 15,211,122 | |||||||
Less accumulated depreciation and amortization |
(12,746,487 | ) | (10,827,932 | ) | ||||
| 3,474,864 | 4,383,190 | |||||||
Capitalized software feature enhancements, net of accumulated amortization of $2,500,017
and $1,453,720 at December 31, 2008 and 2007, respectively |
4,392,780 | 4,458,644 | ||||||
Goodwill |
21,146,864 | 21,146,864 | ||||||
Intangible assets, net of accumulated amortization of $9,649,321
and $8,682,555 at December 31, 2008 and 2007, respectively |
4,737,821 | 5,704,587 | ||||||
Deferred tax assets, noncurrent |
2,008,342 | 1,629,550 | ||||||
Other assets |
173,441 | 360,214 | ||||||
Total assets |
$ | 52,796,882 | $ | 53,361,457 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 1,386,771 | $ | 1,741,917 | ||||
Accrued liabilities |
2,556,102 | 3,526,298 | ||||||
Accrued compensation and related expenses |
477,277 | 727,280 | ||||||
Commercial support liabilities |
347,234 | 265,050 | ||||||
Deferred revenue |
10,202,309 | 9,492,970 | ||||||
Current portion of long term debt |
724,095 | 706,698 | ||||||
Current portion of capital lease obligations |
20,592 | 124,099 | ||||||
Total current liabilities |
15,714,380 | 16,584,312 | ||||||
Long term debt, less current portion |
306,942 | 1,031,037 | ||||||
Capital lease obligations, less current portion |
12,778 | 32,490 | ||||||
Commitments and contingencies |
— | — | ||||||
Shareholders’ equity: |
||||||||
Common stock, no par value, 75,000,000 shares authorized;
21,382,055 and 22,315,485 shares issued and outstanding
at December 31, 2008 and 2007, respectively |
95,320,889 | 97,126,520 | ||||||
Accumulated deficit |
(58,558,107 | ) | (61,412,902 | ) | ||||
Total shareholders’ equity |
36,762,782 | 35,713,618 | ||||||
Total liabilities and shareholders’ equity |
$ | 52,796,882 | $ | 53,361,457 | ||||
See accompanying notes to the consolidated financial statements.
32
Table of Contents
HEALTHSTREAM, INC.
CONSOLIDATED STATEMENTS OF INCOME
CONSOLIDATED STATEMENTS OF INCOME
| For the Year Ended December 31, | ||||||||||||
| 2008 | 2007 | 2006 | ||||||||||
Revenues, net |
$ | 51,599,543 | $ | 43,949,264 | $ | 31,783,469 | ||||||
Operating costs and expenses: |
||||||||||||
Cost of revenues (excluding depreciation and amortization) |
19,653,450 | 16,162,505 | 10,869,303 | |||||||||
Product development |
5,669,954 | 4,307,738 | 3,502,790 | |||||||||
Sales and marketing |
10,820,062 | 9,212,405 | 7,020,051 | |||||||||
Depreciation and amortization |
4,822,268 | 4,503,180 | 2,889,168 | |||||||||
Other general and administrative expenses |
8,152,291 | 7,848,058 | 5,593,026 | |||||||||
Total operating costs and expenses |
49,118,025 | 42,033,886 | 29,874,338 | |||||||||
Income from operations |
2,481,518 | 1,915,378 | 1,909,131 | |||||||||
Other income (expense): |
||||||||||||
Interest and other income |
139,801 | 286,930 | 657,431 | |||||||||
Interest and other expense |
(67,613 | ) | (60,595 | ) | (38,838 | ) | ||||||
Total other income (expense) |
72,188 | 226,335 | 618,593 | |||||||||
Income before income taxes |
2,553,706 | 2,141,713 | 2,527,724 | |||||||||
Income tax (benefit) provision |
(301,089 | ) | (1,945,496 | ) | 28,044 | |||||||
Net income |
$ | 2,854,795 | $ | 4,087,209 | $ | 2,499,680 | ||||||
Net income per share: |
||||||||||||
Basic |
$ | 0.13 | $ | 0.19 | $ | 0.12 | ||||||
Diluted |
$ | 0.13 | $ | 0.18 | $ | 0.11 | ||||||
Weighted average shares of common stock outstanding: |
||||||||||||
Basic |
21,707,364 | 21,998,845 | 21,576,553 | |||||||||
Diluted |
22,204,314 | 22,700,996 | 22,358,648 | |||||||||
See accompanying notes to the consolidated financial statements.
33
Table of Contents
HEALTHSTREAM, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
| Total | ||||||||||||||||
| Common Stock | Accumulated | Shareholders’ | ||||||||||||||
| Shares | Amount | Deficit | Equity | |||||||||||||
Balance at December 31, 2005 |
21,574,904 | $ | 93,799,932 | $ | (67,999,791 | ) | $ | 25,800,141 | ||||||||
Net income |
— | — | 2,499,680 | 2,499,680 | ||||||||||||
Stock based compensation |
— | 682,068 | — | 682,068 | ||||||||||||
Exercise of stock options |
285,681 | 490,467 | — | 490,467 | ||||||||||||
Issuance of common stock to Employee Stock Purchase Plan |
68,102 | 162,083 | — | 162,083 | ||||||||||||
Balance at December 31, 2006 |
21,928,687 | 95,134,550 | (65,500,111 | ) | 29,634,439 | |||||||||||
Net income |
— | — | 4,087,209 | 4,087,209 | ||||||||||||
Stock based compensation |
— | 742,344 | — | 742,344 | ||||||||||||
Exercise of stock options |
123,697 | 248,517 | — | 248,517 | ||||||||||||
Issuance of common stock to Employee Stock Purchase Plan |
37,685 | 121,723 | — | 121,723 | ||||||||||||
Issuance of common stock in connection with acquisition |
252,616 | 960,170 | — | 960,170 | ||||||||||||
Repurchase of common stock |
(27,200 | ) | (80,784 | ) | — | (80,784 | ) | |||||||||
Balance at December 31, 2007 |
22,315,485 | 97,126,520 | (61,412,902 | ) | 35,713,618 | |||||||||||
Net income |
— | — | 2,854,795 | 2,854,795 | ||||||||||||
Stock based compensation |
— | 771,560 | — | 771,560 | ||||||||||||
Exercise of stock options |
106,162 | 210,928 | — | 210,928 | ||||||||||||
Issuance of common stock to Employee Stock Purchase Plan |
53,108 | 130,911 | — | 130,911 | ||||||||||||
Repurchase of common stock |
(1,092,700 | ) | (2,919,030 | ) | — | (2,919,030 | ) | |||||||||
Balance at December 31, 2008 |
21,382,055 | $ | 95,320,889 | $ | (58,558,107 | ) | $ | 36,762,782 | ||||||||
See accompanying notes to the consolidated financial statements.
34
Table of Contents
HEALTHSTREAM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Year Ended December 31, | ||||||||||||
| 2008 | 2007 | 2006 | ||||||||||
OPERATING ACTIVITIES: |
||||||||||||
Net income |
$ | 2,854,795 | $ | 4,087,209 | $ | 2,499,680 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Depreciation |
2,104,746 | 1,947,998 | 1,405,616 | |||||||||
Amortization |
2,717,522 | 2,555,182 | 1,483,552 | |||||||||
Income tax benefit from recognition of deferred tax assets |
(375,467 | ) | (1,989,862 | ) | — | |||||||
Stock based compensation expense |
771,560 | 742,344 | 682,068 | |||||||||
Provision for doubtful accounts |
130,000 | 30,000 | 15,000 | |||||||||
Realized loss on disposal of property and equipment |
15,933 | 844 | 2,713 | |||||||||
Changes in operating assets and liabilities, excluding effects of acquisitions: |
||||||||||||
Accounts and unbilled receivables |
(383,277 | ) | (110,661 | ) | (2,410,722 | ) | ||||||
Restricted cash |
(3,624 | ) | 251,210 | (26,176 | ) | |||||||
Interest receivable |
13,250 | 51,095 | (13,911 | ) | ||||||||
Prepaid royalties |
(677,930 | ) | (101,116 | ) | (194,715 | ) | ||||||
Prepaid development fees |
(88,594 | ) | (642,297 | ) | (730,083 | ) | ||||||
Other prepaid expenses and other current assets |
(374,706 | ) | (133,357 | ) | 79,578 | |||||||
Other assets |
186,773 | 371,562 | 2,806 | |||||||||
Accounts payable |
(428,901 | ) | 125,812 | 682,210 | ||||||||
Accrued liabilities and accrued compensation and related expenses |
(1,211,005 | ) | (253,823 | ) | 666,408 | |||||||
Commercial support liabilities |
82,184 | (50,160 | ) | (923,914 | ) | |||||||
Deferred revenue |
709,339 | 223,310 | 777,701 | |||||||||
Net cash provided by operating activities |
6,042,598 | 7,105,290 | 3,997,811 | |||||||||
INVESTING ACTIVITIES: |
||||||||||||
Acquisitions, net of cash acquired |
(9,194 | ) | (11,814,274 | ) | (270,004 | ) | ||||||
Proceeds from maturities and sale of investments in marketable securities |
— | 2,500,000 | 18,785,000 | |||||||||
Purchases of investments in marketable securities |
— | (800,000 | ) | (14,303,816 | ) | |||||||
Payments associated with capitalized software feature enhancements |
(980,433 | ) | (2,566,438 | ) | (2,274,684 | ) | ||||||
Purchases of property and equipment |
(1,138,598 | ) | (1,264,565 | ) | (1,400,637 | ) | ||||||
Net cash (used in) provided by investing activities |
(2,128,224 | ) | (13,945,277 | ) | 535,859 | |||||||
FINANCING ACTIVITIES: |
||||||||||||
Issuance of common stock to Employee Stock Purchase Plan |
130,911 | 121,723 | 162,083 | |||||||||
Proceeds from exercise of stock options |
210,928 | 248,517 | 490,467 | |||||||||
Repurchase of common stock |
(2,919,030 | ) | (80,784 | ) | — | |||||||
Payments on capital lease obligations |
(123,219 | ) | (171,675 | ) | (186,591 | ) | ||||||
Payments on promissory note |
(706,698 | ) | (404,228 | ) | — | |||||||
Borrowings under revolving credit facility |
— | (1,500,000 | ) | — | ||||||||
Payments under revolving credit facility |
— | 1,500,000 | — | |||||||||
Net cash (used in) provided by financing activities |
(3,407,108 | ) | (286,447 | ) | 465,959 | |||||||
Net increase (decrease) in cash and cash equivalents |
507,266 | (7,126,434 | ) | 4,999,629 | ||||||||
Cash and cash equivalents at beginning of period |
3,599,346 | 10,725,780 | 5,726,151 | |||||||||
Cash and cash equivalents at end of period |
$ | 4,106,612 | $ | 3,599,346 | $ | 10,725,780 | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION: |
||||||||||||
Interest paid |
$ | 60,235 | $ | 59,398 | $ | 36,404 | ||||||
Income taxes paid |
$ | 46,860 | $ | 43,000 | $ | 21,000 | ||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: |
||||||||||||
Capital lease obligations incurred |
$ | — | $ | — | $ | 88,067 | ||||||
Acquisition of content rights in exchange for future services |
$ | — | $ | 191,667 | $ | 904,167 | ||||||
Issuance of common stock in connection with acquisitions |
$ | — | $ | 960,170 | $ | — | ||||||
Purchase of property and equipment through issuance of long term debt |
$ | — | $ | 2,141,963 | $ | — | ||||||
See accompanying notes to the consolidated financial statements.
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HEALTHSTREAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reporting Entity and Segments
HealthStream, Inc. (the “Company”) was incorporated in 1990 as a Tennessee corporation and is
headquartered in Nashville, Tennessee. We operate our business in two segments: 1) HealthStream
Learning and 2) HealthStream Research. Our HealthStream Learning products consist of
Internet-based services and solutions to meet the ongoing training, information, and education
needs of the healthcare community. These solutions provide, deliver and track computer based
education for our customers in the United States through our application service provider (ASP)
products. We also develop, manage, and distribute online, live, and print education and training
activities for provider-based healthcare professionals and physicians as well as online education
and training activities for medical industry sales representatives. HealthStream Research products
offer healthcare organizations a wide range of quality and satisfaction surveys, analyses of
survey results, and other research-based services.
Recognition of Revenue
Revenues are derived from providing services through our Internet-based learning products,
provision of survey and research services, courseware subscriptions, professional services,
content maintenance, live event development, custom development and other education and training
services.
We recognize revenue in accordance with American Institute of Certified Public Accountants (AICPA)
Statement of Position (SOP) 97-2, “Software Revenue Recognition,” Securities and Exchange
Commission (SEC) Staff Accounting Bulletin No. 104, “Revenue Recognition,” Emerging Issues Task
Force (EITF) Issue No. 99-19 “Reporting Revenue Gross Versus Net,” EITF Issue No. 00-3
“Application of AICPA Statement of Position 97-2, Software Revenue Recognition, to Arrangements
that Include the Right to Use Software Stored on Another Entity’s Hardware,” EITF Issue No. 00-21
“Revenue Arrangements with Multiple Deliverables” and other authoritative guidance. This guidance
provides that revenue recognized from software and other arrangements is to be allocated to each
element of the arrangement based on the relative fair values of the elements. While elements
include software products and post contract customer support, the fair value of each element is
based on objective evidence specific to the vendor. If fair value cannot be determined for each
element of the arrangement, all revenue from the arrangement is deferred until fair value can be
determined or until all elements of the arrangement are delivered and customer acceptance has
occurred. Sales of our Internet-based learning products include customer support, implementation
services, and training; therefore all revenues are deferred until the Internet-based learning
product is implemented, at which time revenues are recognized ratably over the subscription
service period. In the event that circumstances occur, which give rise to uncertainty regarding
the collectibility of contracted amounts, revenue recognition is suspended until such uncertainty
is resolved. Fees for these services are billed on either a monthly, quarterly, or annual basis.
Revenues derived from the delivery of services through our Internet-based learning products and
courseware subscriptions are recognized ratably over the term of the subscription service
agreement. Other training revenues are generally recognized upon the completion of training.
Revenues recognized from our survey and research services are determined using both the
proportional performance method and the completed contract method. Revenues are generally earned
over the estimated survey cycle, which typically ranges from less than one month to up to five
months. The survey cycle is generally initiated based on the receipt of the first survey response
and runs through provision of related survey reports to the customer. If survey results are not
available to the customer during the survey fielding cycle, revenues are recognized at time of
report delivery. All other revenues are recognized as the related services are performed or
products are delivered. Fees for these services are billed upon initiation of the survey cycle,
with progress billings made throughout the survey cycle.
Revenues derived from live event development services are recognized using the proportional
performance method based on the completion of performance milestones. Revenues from professional
services, content maintenance, and custom development services are recognized using a percentage
of completion method based on labor hours, which correspond to the completion of performance
milestones and deliverables. All other revenues are recognized as the related services are
performed or products are delivered. Fees for these services are generally billed at project
initiation and upon completion of various milestones.
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HEALTHSTREAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries,
all of which are wholly-owned. All inter-company accounts and transactions have been eliminated in
consolidation.
Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes. Actual results
could differ from those estimates and such differences could be material to the consolidated
financial statements.
Cash and Cash Equivalents
We consider cash and cash equivalents to be unrestricted, highly liquid investments with initial
maturities of less than three months.
Restricted Cash
Cash received for registration fees is classified as restricted cash on the accompanying
consolidated balance sheets. The use of this cash is restricted because it is held on behalf of
the commercial supporter until services have been rendered, at which time the registration fees
are used to pay certain expenses and fees for conducting those services. Excess registration funds
are typically remitted to the commercial supporter or applied to other projects. Any deficiency in
registration funds is billed to the commercial supporter.
Accounts Receivable-Unbilled and Deferred Revenue
Accounts receivable-unbilled represents the following: 1) revenue earned and recognized on
contracts accounted for using the proportional performance method for which invoices have not been
generated or contractual billing dates have not been reached; and 2) the difference between
billings for contracts containing escalated pricing over the term of the agreement and the
recognition of revenue ratably over the subscription period. Deferred revenue represents amounts,
which have been billed or collected, but not yet recognized in revenue.
Allowance for Doubtful Accounts
The Company estimates its allowance for doubtful accounts using a specific identification method.
Management determines the allowance for doubtful accounts on a case-by-case basis, based on the
facts and circumstances surrounding each potentially uncollectible receivable. An allowance is
also maintained for accounts that are not specifically identified that may become uncollectible in
the future. Uncollectible receivables are written-off in the period management believes it has
exhausted every opportunity to collect payment from the customer. Bad debt expense is recorded
when events or circumstances indicate an additional allowance is required based on our specific
identification approach.
Changes in the allowance for doubtful accounts and the amounts charged to bad debt expense were as
follows:
| Allowance Balance | ||||||||||||||||
| at Beginning of | Charged to Costs | Allowance Balance | ||||||||||||||
| Period | and Expenses | Write-offs | at End of Period | |||||||||||||
Year ended December 31, |
||||||||||||||||
2008 |
$ | 72,895 | $ | 130,000 | $ | 96,353 | $ | 106,542 | ||||||||
2007 |
$ | 112,234 | $ | 30,000 | $ | 69,339 | $ | 72,895 | ||||||||
2006 |
$ | 115,090 | $ | 15,000 | $ | 17,856 | $ | 112,234 | ||||||||
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HEALTHSTREAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Capitalized Software Feature Enhancements
We account for capitalized software feature enhancements in accordance with SOP 98-1 “Accounting
for the Costs of Computer Software Developed or Obtained for Internal Use.” Capitalized software
feature enhancements are stated on the basis of cost, and are presented net of accumulated
amortization. We capitalize costs incurred during the development phase for such projects when
such costs are material. These assets are amortized using the straight-line method, generally over
one to four years. The Company capitalized approximately $1.0 million and $2.6 million during 2008
and 2007, respectively. Maintenance and operating costs are expensed as incurred. As of December
31, 2008 and 2007, we had no capitalized internal development costs for computer software
developed for resale.
Property and Equipment
Property and equipment are stated on the basis of cost. Depreciation and amortization are provided
on the straight-line method over the following estimated useful lives, except for assets under
capital leases and leasehold improvements, which are amortized over the shorter of the estimated
useful life or their respective lease term.
| Years | ||||
Furniture and fixtures |
5-10 | |||
Equipment |
3-5 | |||
Goodwill and Intangible Assets
Goodwill represents the excess of purchase price over fair value of net tangible assets acquired.
We account for goodwill and intangible assets in accordance with Statement of Financial Accounting
Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets.” We measure goodwill for
impairment at the reporting unit level using both income and market based models to determine the
fair value of the reporting units. We will perform our goodwill impairment test whenever events or
changes in facts or circumstances indicate that impairment may exist, or at least annually during
the fourth quarter each year.
Intangible assets acquired through acquisitions are comprised of content, contract rights,
customer relationships, non-competition agreements and favorable lease rights. As of December 31,
2008 intangible assets with remaining unamortized balances include contract rights, customer
relationships and non-competition agreements recorded in connection with the acquisitions of The
Jackson Organization, Research Consultants, Inc. (TJO) and Data Management and Research, Inc.
(DMR). Intangible assets are considered to have definite useful lives and are being amortized on
a straight line basis over the expected periods to be benefited, generally three to five years for
content, two to eight years for contract rights, customer lists and customer relationships, six
months to four years for non-competition agreements, and over the lease term for favorable lease
rights. Our weighted average amortization period for definite lived intangible assets as of
December 31, 2008 is 7.7 years. Intangible assets are reviewed for impairment whenever events or
changes in facts or circumstances indicate that the carrying amount of the assets may not be
recoverable. There were no impairments identified or recorded for the years ended December 31,
2008, 2007, or 2006.
Long-Lived Assets
We account for assets of a long term nature (“long-lived assets”) in accordance with SFAS No. 144,
“Accounting for the Impairment or Disposal of Long-Lived Assets,” which requires that companies
consider whether events or changes in facts and circumstances, both internally and externally, may
indicate that an impairment of long-lived assets held for use are present. We measure any
impairment using observable market values or discounted future cash flows from the related
long-lived assets. The cash flow estimates and discount rates incorporate management’s best
estimates, using appropriate and customary assumptions and projections at the date of evaluation.
Management periodically evaluates the carrying value of long-lived assets, including property and
equipment, capitalized software feature enhancements, other assets and intangible assets. There
were no impairments identified or recorded for the years ended December 31, 2008, 2007, or 2006.
Other Assets
Other assets are comprised of the long term portion of content development fees and other assets
of a long term nature.
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HEALTHSTREAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Taxes
Income taxes have been provided using the liability method in accordance with SFAS No. 109,
“Accounting for Income Taxes.” Under the liability method, 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 SFAS No. 109, all available evidence,
both positive and negative, should be considered 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. Management reviews the realizability of deferred tax assets each period
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 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”). This Interpretation clarifies the accounting for uncertainty in income taxes
recognized in the financial statements, and requires companies to use a more-likely-than-not
recognition threshold based on the technical merits of the tax position taken. Tax positions that
meet the more-likely-than-not recognition threshold should be measured in order to determine the
tax benefit to be recognized in the financial statements. The Company expenses any penalties or
interest associated with tax obligations as general and administrative expenses and interest
expense, respectively.
Commercial Support Liabilities
Commercial support liabilities represent grant funds received from entities supporting educational
activities, such as live events, in which we are the accredited provider. The funds are
unrestricted, and are primarily used to pay for expenses associated with conducting the event.
Accrual for Service Credits
We maintain an accrual for service credits that may occur from our Internet-based learning
products. The accrual is estimated using management’s judgment and analysis of potential risk of
loss associated with downtime, system performance, or other contractual obligations associated
with our hosted applications. At December 31, 2008, and 2007, the accrual for service credits
balance was approximately $345,000 and $394,000, respectively, and is included on the accompanying
consolidated balance sheets under the caption “accrued liabilities.”
Advertising
We expense the costs of advertising as incurred in accordance with SOP 93-7, “Reporting on
Advertising Costs.” Advertising expense for the years ended December 31, 2008, 2007, and 2006 was
approximately $284,000, $226,000, and $329,000, respectively.
Shipping and Handling Costs
Shipping and handling costs that are associated with our products and services are included in
cost of revenues.
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HEALTHSTREAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Product Development Costs
Product development costs include internal and external costs to develop and convert content for
our Internet-based learning products. We account for these assets in accordance with EITF Issue
No. 00-2 “Accounting for Web Site Development Costs.” We capitalize the cost of content developed
by third parties where the life expectancy is greater than one year and the anticipated cash flows
from such content is expected to exceed its cost. The Company capitalized approximately $85,000
and $317,000 of content development costs during 2008 and 2007, respectively. Capitalized content
development costs are included in the accompanying consolidated balance sheets under the captions
“prepaid development fees” and “other assets.” We amortize content development over its expected
life, which is generally one to three years. Content development costs that have been capitalized
are subject to a periodic impairment review in accordance with our policy. We did not capitalize
any internal web site development costs during 2008 or 2007, since the costs incurred were related
to planning or operation of such products and sites.
Net Income Per Share
We compute net income per share in accordance with SFAS No. 128, “Earnings Per Share.” Under the
provisions of Statement 128, 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 to the extent these shares are dilutive.
Common equivalent shares that have an anti-dilutive effect on diluted net income per share have
been excluded from the calculation of diluted weighted average shares outstanding for the years
ended December 31, 2008, 2007, and 2006.
Concentrations of Credit Risk and Significant Customers
We place our temporary excess cash investments in high quality, short-term money market
instruments. At times, such investments may be in excess of the FDIC insurance limits.
We sell our products and services to various companies in the healthcare industry that are located
in the United States. We perform ongoing credit evaluations of our customers’ financial condition
and generally require no collateral from customers. We did not have any single customer
representing over 10% of net revenues during 2008 or 2007. We had one significant customer who
comprised approximately 11%, or $3.5 million, of net revenues during 2006.
Stock Based Compensation
The Company adopted SFAS No. 123(R), “Share-Based Payment” on January 1, 2006 and implemented it
using the modified prospective method for transition purposes. As of December 31, 2008, the
Company has two stock based compensation plans, which are described in Note 10. The Company
accounts for stock based compensation in accordance with SFAS No. 123(R). We use the Black Scholes
option pricing model for calculating the fair value of awards issued under our stock based
compensation plans. Stock based compensation cost is measured at the grant date, based on the fair
value of the award that is ultimately expected to vest, and is recognized as an expense over the
requisite service period.
Fair Value of Financial Instruments
The following methods and assumptions were used in estimating fair value for financial
instruments:
Cash, cash equivalents and restricted cash: The carrying amounts approximate the fair value
because of the short-term maturity or short-term nature of such instruments.
Accounts receivable, accounts receivable-unbilled, interest receivable, accounts payable, accrued
liabilities and deferred revenue: The carrying amounts, net of any allowance for doubtful
accounts, approximate the fair value because of the short-term nature of such instruments.
Investments in marketable securities: The carrying amounts approximate the fair value based on
quoted market prices.
Promissory note: The carrying amount approximates fair value based on current market rates for
similar arrangements available to the Company.
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HEALTHSTREAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Newly Issued Accounting Standards
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,
contractual contingencies, 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 acquirer’s 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. SFAS No. 141(R) is effective prospectively, except
for certain retrospective adjustments to deferred tax balances. The
Company’s consolidated financial statements will be impacted by SFAS 141(R) in relation to
business combination activities subsequent to January 1, 2009.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated
Financial Statements—an 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 parent’s 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 does not anticipate that adoption
of this new standard will have a material effect on the Company’s financial position, results of
operations, or cash flows.
In April 2008, FASB Staff Position SFAS 142-3, “Determination of the Useful Life of Intangible
Assets” (“FSP No. 142-3”), was issued. FSP 142-3 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of a recognized
intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets.” The adoption of FSP
142-3 is effective beginning January 1, 2009 for the Company. Management does not anticipate the
adoption of this new standard will have a material effect on the Company’s financial position,
results of operations, or cash flows.
2. BUSINESS COMBINATION
On March 12, 2007, the Company acquired all of the stock of The Jackson Organization, Research
Consultants, Inc. (TJO). Consideration paid to the seller 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 $690,000, which are included
in the table below in “purchase price in excess of net tangible assets acquired” and “cash paid.”
Total cash paid of $12.2 million includes cash paid for TJO and direct expenses associated with
the acquisition. The allocation of purchase price is as follows:
Estimated fair value of tangible assets acquired |
$ | 2,856,480 | ||
Estimated fair value of liabilities assumed |
(4,410,215 | ) | ||
Purchase price in excess of net tangible assets acquired |
14,704,471 | |||
Less fair value of stock issued |
(960,170 | ) | ||
Cash paid |
12,190,566 | |||
Less cash acquired |
(97,094 | ) | ||
Net cash paid for acquisition, including expenses |
$ | 12,093,472 | ||
The purchase price in excess of the net tangible assets acquired was allocated as follows:
Goodwill |
$ | 10,829,471 | ||
Customer related intangibles (estimated life of eight years) |
3,575,000 | |||
Non-compete agreement (estimated life of four years) |
300,000 |
The results of operations for TJO have been included in the Company’s statement of income
beginning March 13, 2007.
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HEALTHSTREAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. BUSINESS COMBINATION (continued)
The following unaudited combined results of operations for the year ended December 31, 2007 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 adjustments 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 Company’s results of operations would have been had such
transactions in fact occurred at the beginning of the period presented or to project the Company’s
results of operations in any future period.
Revenues, net |
$ | 46,499,403 | ||
Net income |
$ | 4,366,948 | ||
Net income per share: |
||||
Basic |
$ | 0.20 | ||
Diluted |
$ | 0.19 | ||
3. SHAREHOLDERS’ EQUITY
Common Stock
We are authorized to issue up to 75 million shares of common stock. The number of common shares
issued and outstanding as of December 31, 2008 and 2007 was 21,382,055 and 22,315,485,
respectively. During September 2007, our Board of Directors authorized the Company to purchase up
to $3.0 million of its common stock over a one year period. During 2008, we completed the stock
repurchase plan resulting in a cumulative total of 1,119,900 shares purchased at an average price
of $2.68 per share.
Preferred Stock
We are authorized to issue up to 10 million shares of preferred stock in one or more series,
having the relative voting powers, designations, preferences, rights and qualifications,
limitations or restrictions, and other terms as the Board of Directors may fix in providing for
the issuance of such series, without any vote or action of the shareholders. During 2000, all
outstanding shares of preferred stock were converted into common stock in connection with our
initial public offering (IPO). There have been no shares of preferred stock outstanding since our
IPO.
Warrants
In connection with a distribution agreement we entered into during 1999, we provided a business
partner with a warrant to purchase 245,032 shares of our common stock at $4.06 per share. The
warrant expires in June 2009, and no portion of the stock warrant has been exercised as of
December 31, 2008.
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HEALTHSTREAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
4. NET INCOME PER SHARE
The following table sets forth the computation of basic and diluted net income per share:
| Year Ended December 31, | ||||||||||||
| 2008 | 2007 | 2006 | ||||||||||
Numerator: |
||||||||||||
Net income |
$ | 2,854,795 | $ | 4,087,209 | $ | 2,499,680 | ||||||
Denominator: |
||||||||||||
Weighted-average shares outstanding: |
||||||||||||
Basic |
21,707,364 | 21,998,845 | 21,576,553 | |||||||||
Employee stock options and escrowed shares |
496,950 | 702,151 | 782,095 | |||||||||
Diluted |
22,204,314 | 22,700,996 | 22,358,648 | |||||||||
Net income per share: |
||||||||||||
Basic |
$ | 0.13 | $ | 0.19 | $ | 0.12 | ||||||
Diluted |
$ | 0.13 | $ | 0.18 | $ | 0.11 | ||||||
For the years ended December 31, 2008, 2007, and 2006, the calculation of weighted average and
equivalent shares excluded options and warrants that were anti-dilutive. The equivalent common
shares related to such options and warrants were 1,913,082 in 2008, 1,915,641 in 2007, and
1,964,460 in 2006.
5. GOODWILL
We account for goodwill under the provisions of Statement 142, which specifies the approach and
timing for evaluating impairment of intangible assets, and also requires that goodwill be tested
for impairment at least annually using a fair value method. We test goodwill for impairment using
both income and market based models. 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 additional
impairment charges, which could adversely impact our operating results for the period in which
such a determination is made. 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.
During our annual impairment evaluation in the fourth quarter of 2008 and 2007, the results of our
goodwill impairment analysis indicated the fair value of our reporting units exceeded their
carrying values. Therefore no impairment existed at December 31, 2008 and 2007.
On March 12, 2007 we acquired TJO. We recorded goodwill of $10,829,471 in connection with this
acquisition. The changes in the carrying amount of goodwill for the years ended December 31, 2008
and 2007 are as follows:
| 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 December 31, 2008 |
$ | 3,306,688 | $ | 17,840,176 | $ | 21,146,864 | ||||||
| Learning | Research | Total | ||||||||||
Balance at January 1, 2007 |
$ | 3,306,688 | $ | 7,010,705 | $ | 10,317,393 | ||||||
Changes in carrying value of goodwill |
— | 10,829,471 | 10,829,471 | |||||||||
Balance at December 31, 2007 |
$ | 3,306,688 | $ | 17,840,176 | $ | 21,146,864 | ||||||
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HEALTHSTREAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. INTANGIBLE ASSETS
All intangible assets have been evaluated in accordance with Statement 142 and are considered to
have finite useful lives. Customer related intangible assets include contract rights, customer
lists, and customer relationships associated with our acquisitions of DMR and TJO. Other
intangible assets include non-competition agreements associated with the same acquired entities.
The intangibles are being amortized over their estimated useful lives, ranging from one to eight
years. Amortization of intangible assets was approximately $967,000, $926,000, and $508,000 for
the years ended December 31, 2008, 2007 and 2006, respectively.
Identifiable intangible assets are comprised of the following:
| As of December 31, 2008 | As of December 31, 2007 | |||||||||||||||||||||||
| Accumulated | Accumulated | |||||||||||||||||||||||
| Gross Amount | Amortization | Net | Gross Amount | Amortization | Net | |||||||||||||||||||
Customer related |
$ | 9,915,000 | $ | (5,342,099 | ) | $ | 4,572,901 | $ | 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 | (807,222 | ) | 164,920 | 972,142 | (712,331 | ) | 259,811 | ||||||||||||||||
Total |
$ | 14,387,142 | $ | (9,649,321 | ) | $ | 4,737,821 | $ | 14,387,142 | $ | (8,682,555 | ) | $ | 5,704,587 | ||||||||||
Estimated amortization expense for the years ending December 31, is as follows:
2009 |
$ | 946,875 | ||
2010 |
946,875 | |||
2011 |
886,794 | |||
2012 |
871,875 | |||
2013 |
549,632 | |||
Thereafter |
535,770 | |||
Total |
$ | 4,737,821 | ||
7. CONTENT RIGHTS AND DEFERRED SERVICE CREDITS
During 2007 and 2006, we completed updates and maintenance required to publish certain courseware
owned by one of our customers and were provided the right to distribute and resell such
courseware. In exchange for receipt of an exclusive license to distribute and resell this
courseware, we provided the customer with service credits that can be used to make future
purchases of our products and services. We accounted for this transaction in accordance with
Accounting Principles Board Opinion No. 29 “Accounting for Nonmonetary Transactions” as amended by
SFAS No. 153, “Exchanges of Nonmonetary Assets.” The initial value assigned to the content rights
and the deferred service credits was $191,667 in 2007 and $904,167 in 2006, which represented the
estimated fair value of the assets relinquished. The content rights have been fully amortized as
of December 31, 2008.
As of December 31, 2008, issued but unexpired credits approximated $376,000, and expire on various
dates through May 2010. The service credits are classified
within accrued liabilities on our
consolidated balance sheets as of December 31, 2008 and 2007. Additional service credits may be
provided in the future if the customer provides additional courseware rights to us. Revenues for
services provided in exchange for service credits will be recognized in accordance with our
revenue recognition policies.
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HEALTHSTREAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. 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). HealthStream Learning products and services
include our Internet-based HealthStream Learning Center®, authoring tools, courseware
subscriptions, online training and content development, online sales training courses, live
events, HospitalDirect® and other products focused on education and training to serve
professionals that work within healthcare organizations.
Effective with the acquisition of TJO in March 2007, we launched HealthStream
ResearchTM which provides a wide range of quality and satisfaction surveys, data
analyses of survey results, and other research-based measurement tools focused on patients,
employees, physicians, and members of the community. In addition, at that time, we changed our
organizational structure, appointing a President of HealthStream Research who reports to our Chief
Executive Officer (CEO). Our CEO is also our chief operating decision maker. During the first
quarter of 2007, we began reporting and measuring performance based on the delivery of learning
services and research services. Accordingly, we began disclosing segment performance under the
Learning and Research segments.
The following is our business segment information as of and for the years ended December 31, 2008,
2007 and 2006. 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. During 2008, we revised our measure of segment performance and began
allocating building, telecom, 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 Unallocated component below
includes corporate functions, such as accounting, human resources, legal, investor relations,
administrative, and executive personnel, as well as depreciation, a portion of amortization, and
certain other expenses, which are not currently allocated in measuring segment performance.
| Year ended December 31, 2008 | ||||||||||||||||
| Learning | Research | Unallocated | Consolidated | |||||||||||||
Revenues, net |
$ | 32,831,640 | $ | 18,767,903 | $ | — | $ | 51,599,543 | ||||||||
Cost of revenues (excluding depreciation
and amortization) |
10,616,573 | 9,036,877 | — | 19,653,450 | ||||||||||||
Product development |
4,634,664 | 1,035,290 | — | 5,669,954 | ||||||||||||
Sales and marketing |
7,087,094 | 3,522,928 | 210,040 | 10,820,062 | ||||||||||||
Depreciation and amortization |
1,714,119 | 1,002,527 | 1,105,622 | 4,822,268 | ||||||||||||
Other general and administrative |
1,617,432 | 1,889,971 | 4,644,888 | 8,152,291 | ||||||||||||
Segment income (loss) from operations |
$ | 7,161,758 | $ | 2,280,310 | $ | (6,960,560 | ) | $ | 2,481,518 | |||||||
*Segment assets |
$ | 16,027,451 | $ | 27,018,000 | $ | 9,751,430 | $ | 52,796,882 | ||||||||
Purchases of property and equipment |
$ | 594,816 | $ | 118,328 | $ | 425,454 | $ | 1,138,598 | ||||||||
Payments associated with capitalized software
feature enhancements |
$ | 513,359 | $ | 466,983 | $ | — | $ | 980,433 | ||||||||
| Year ended December 31, 2007 | ||||||||||||||||
| Learning | Research | Unallocated | Consolidated | |||||||||||||
Revenues, net |
$ | 27,461,507 | $ | 16,487,757 | $ | — | $ | 43,949,264 | ||||||||
Cost of revenues (excluding depreciation
and amortization) |
9,272,559 | 6,889,946 | — | 16,162,505 | ||||||||||||
Product development |
3,668,651 | 515,605 | 123,482 | 4,307,738 | ||||||||||||
Sales and marketing |
6,362,109 | 2,735,565 | 114,731 | 9,212,405 | ||||||||||||
Depreciation and amortization |
1,627,564 | 926,393 | 1,949,223 | 4,503,180 | ||||||||||||
Other general and administrative |
1,095,217 | 2,364,937 | 4,387,904 | 7,848,058 | ||||||||||||
Segment income (loss) from operations |
$ | 5,435,407 | $ | 3,055,311 | $ | (6,575,340 | ) | $ | 1,915,378 | |||||||
*Segment assets |
$ | 17,270,540 | $ | 26,284,097 | $ | 9,806,820 | $ | 53,361,457 | ||||||||
Purchases of property and equipment |
$ | 807,450 | $ | 46,702 | $ | 410,413 | $ | 1,264,565 | ||||||||
Payments associated with capitalized software
feature enhancements |
$ | 2,460,254 | $ | 106,184 | $ | — | $ | 2,566,438 | ||||||||
45
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HEALTHSTREAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. BUSINESS SEGMENTS (continued)
| Year ended December 31, 2006 | ||||||||||||||||
| Learning | Research | Unallocated | Consolidated | |||||||||||||
Revenues, net |
$ | 25,069,651 | $ | 6,713,818 | $ | — | $ | 31,783,469 | ||||||||
Cost of revenues (excluding depreciation
and amortization) |
8,979,456 | 1,889,847 | — | 10,869,303 | ||||||||||||
Product development |
2,988,862 | 369,682 | 144,246 | 3,502,790 | ||||||||||||
Sales and marketing |
5,948,316 | 883,973 | 187,762 | 7,020,051 | ||||||||||||
Depreciation and amortization |
973,859 | 508,332 | 1,406,977 | 2,889,168 | ||||||||||||
Other general and administrative |
1,214,153 | 633,190 | 3,745,683 | 5,593,026 | ||||||||||||
Segment income (loss) from operations |
$ | 4,965,005 | $ | 2,428,794 | $ | (5,484,668 | ) | $ | 1,909,131 | |||||||
*Segment assets |
$ | 15,167,472 | $ | 10,620,782 | $ | 15,220,232 | $ | 41,008,486 | ||||||||
Purchases of property and equipment |
$ | 865,416 | $ | 24,341 | $ | 510,880 | $ | 1,400,637 | ||||||||
Payments associated with capitalized software
feature enhancements |
$ | 2,274,684 | $ | — | $ | — | $ | 2,274,684 | ||||||||
| * | Segment assets include restricted cash, accounts and unbilled receivables, prepaid and other current assets, other assets, capitalized software feature enhancements, certain property and equipment, and intangible assets. Investments in marketable securities and 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. INCOME TAXES
The (benefit) provision for income taxes is comprised of:
| Year Ended December 31, | ||||||||||||
| 2008 | 2007 | 2006 | ||||||||||
Current federal |
$ | 19,450 | $ | 44,366 | $ | 28,044 | ||||||
Current state |
54,928 | — | — | |||||||||
Deferred federal |
(335,944 | ) | (1,780,403 | ) | — | |||||||
Deferred state |
(39,523 | ) | (209,459 | ) | — | |||||||
(Benefit) provision for income taxes |
$ | (301,089 | ) | $ | (1,945,496 | ) | $ | 28,044 | ||||
Income tax (benefit) provision differs from the amounts computed by applying the federal statutory
rate of 34% to the income before income taxes as follows:
| Year Ended December 31, | ||||||||||||
| 2008 | 2007 | 2006 | ||||||||||
Federal tax provision at the statutory rate |
$ | 868,360 | $ | 728,176 | $ | 859,427 | ||||||
State income tax provision, net of federal benefit |
135,883 | 113,081 | 102,681 | |||||||||
Difference related to warrants |
— | 943,018 | — | |||||||||
Other |
335,641 | 197,989 | 254,624 | |||||||||
Decrease in valuation allowance |
(1,640,973 | ) | (3,927,760 | ) | (1,188,688 | ) | ||||||
(Benefit) provision for income taxes |
$ | (301,089 | ) | $ | (1,945,496 | ) | $ | 28,044 | ||||
As of December 31, 2008, management concluded that a portion of its deferred tax assets would be
realized, and to date, has recognized $2,365,329 of deferred tax assets through the reversal of a
portion of the valuation allowance. The recognition of this asset was recorded in our statements
of income as an income tax benefit of $375,467 and $1,989,862 for the years ended December 31,
2008 and 2007, respectively, and is shown net of current tax expense. The balance sheet at
December 31, 2008 includes current deferred tax assets of $356,987 and non current deferred tax
assets of $2,008,342. As a result of prior tax deductions related to stock based compensation, up
to $158,922 of future reductions of the valuation allowance would be recognized as an increase to
common stock. At December 31, 2008 and 2007, a valuation allowance exists for the remaining
portion of deferred tax assets, due to the uncertainty of realizing these assets in the future.
46
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HEALTHSTREAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. INCOME TAXES (continued)
As of December 31, 2008, we had federal and state net operating loss carryforwards of $38,377,012
and $29,887,616, respectively. These loss carryforwards will expire in years 2012 through 2024. As
of December 31, 2008, $2,698,648 of our net operating loss carryforwards is attributable to the
exercise of stock options, and if realized, the tax benefit will be recorded as an increase to
additional paid-in capital. Our net operating loss carryforwards are subject to annual limitations
under Internal Revenue Code Section 382. The annual limitations could result in the expiration of
a portion of our net operating loss and tax credit carryforwards before they are fully utilized.
During the year, the valuation allowance decreased by $1,638,978, which was comprised of a
$1,653,886 decrease related to current taxes and an increase of $14,908 related to the exercise of
stock options.
We have research and development tax credit carryforwards of $285,787 that expire in varying
amounts through 2024. We have alternative minimum tax credit carryforwards of $104,144 that are
available to offset future regular tax liabilities and they do not expire. Federal income tax
payments of $5,300, $43,000, and $21,000 were made during the years ended December 31, 2008, 2007,
and 2006, respectively. State income tax payments of $41,560, $-0-, and $-0- were made during the
years ended December 31, 2008, 2007, and 2006, respectively.
As of December 31, 2008 and 2007, the Company’s 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 2008,
subject to the statute of limitations. The Company has no income tax examinations in process.
Deferred federal and state income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes. Significant components of deferred tax assets are as
follows:
| December 31, | ||||||||
| 2008 | 2007 | |||||||
Current deferred tax assets: |
||||||||
Allowance for doubtful accounts |
$ | 40,486 | $ | 23,569 | ||||
Accrued liabilities |
388,332 | 476,325 | ||||||
Deferred revenue |
— | 606,410 | ||||||
Net operating loss carryforwards |
1,171,087 | 755,662 | ||||||
| 1,599,905 | 1,861,966 | |||||||
Less: Valuation allowance |
(1,242,918 | ) | (1,501,654 | ) | ||||
Net Current deferred tax assets |
$ | 356,987 | $ | 360,312 | ||||
Noncurrent deferred tax assets: |
||||||||
Depreciation |
$ | 30,387 | $ | 278,212 | ||||
Deductible goodwill |
72,437 | 440,480 | ||||||
Difference related to warrants |
284,370 | 284,370 | ||||||
Research and development credits |
285,787 | 285,787 | ||||||
Stock based compensation |
158,922 | 116,285 | ||||||
Alternative minimum tax credits |
104,144 | 93,910 | ||||||
Net operating loss carryforwards |
13,071,557 | 13,710,318 | ||||||
| 14,007,604 | 15,209,362 | |||||||
Less: Valuation allowance |
(10,883,939 | ) | (12,266,176 | ) | ||||
Net Noncurrent deferred tax assets |
$ | 3,123,665 | $ | 2,943,186 | ||||
Noncurrent deferred tax liabilities: |
||||||||
Nondeductible intangible assets |
$ | 1,115,323 | $ | 1,313,636 | ||||
Total Noncurrent deferred tax liabilities |
$ | 1,115,323 | $ | 1,313,636 | ||||
Net Noncurrent deferred tax asset |
$ | 2,008,342 | $ | 1,629,550 | ||||
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HEALTHSTREAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. STOCK BASED COMPENSATION
Total stock based compensation expense recorded in accordance with Statement 123(R), for the years
ended December 31, 2008, 2007, and 2006 which is recorded in our statements of income, is as
follows:
| Years Ended December 31, | ||||||||||||
| 2008 | 2007 | 2006 | ||||||||||
Cost of revenues (excluding depreciation and amortization) |
$ | 45,479 | $ | 48,501 | $ | 53,790 | ||||||
Product development |
157,969 | 150,193 | 142,058 | |||||||||
Sales and marketing |
199,832 | 171,400 | 127,953 | |||||||||
Other general and administrative |
368,280 | 372,250 | 358,267 | |||||||||
Total stock based compensation expense |
$ | 771,560 | $ | 742,344 | $ | 682,068 | ||||||
Stock Option Plan
Our 2000 Stock Incentive Plan (the Plan) authorizes the grant of options or other forms of stock
based compensation to employees, officers, directors and others, and such grants must be approved
by the Compensation Committee of the Board of Directors. Options granted under the Plan have
terms of no more than ten years, with certain restrictions. The Plan allows the Compensation
Committee of the Board of Directors to determine the vesting period of each grant. The vesting
period of the options granted ranges from immediate vesting (generally associated with our board
of directors’ options) to annual vesting over four years, beginning one year after the grant date
(generally for employee and officer options). As of December 31, 2008, 1,585,758 shares of
unissued common stock remained reserved for future grants under the Plan. The Company issues new shares of common stock when options are exercised.
The weighted average fair value of options granted was estimated using the Black-Scholes method.
The ranges of assumptions used for these estimates include:
| 2008 | 2007 | 2006 | ||||||||||
Risk-free interest rate |
2.63 - 3.56 | % | 4.45 - 4.80 | % | 4.55 - 5.07 | % | ||||||
Expected dividend yield |
0.0 | % | 0.0 | % | 0.0 | % | ||||||
Expected life (in years) |
5 to 8 | 5 to 8 | 5 to 8 | |||||||||
Expected forfeiture rate |
0-20 | % | 0-30 | % | 0-20 | % | ||||||
Volatility |
65 | % | 75 | % | 75 | % | ||||||
Risk-free interest rate is based on the U.S. Treasury rate in effect at the time of the
option grant having a term equivalent to the expected life of the option.
Expected dividend yield is zero because the Company has not made any dividend payments in
its history and does not plan to pay dividends in the foreseeable future.
Expected life is the period of time the option is expected to remain outstanding, and is
based on historical experience. The contractual option life ranges from eight to ten years. We
estimate the expected life of options granted to members of management to be five years and eight
years for directors.
Expected forfeiture rate is the estimated percentage of options granted that are not
expected to become fully vested. This estimate is based on historical experience, and will be
adjusted as necessary to match the actual forfeiture experience.
Volatility is the measure of the amount by which the price is expected to fluctuate. We
estimate volatility based on the actual historical volatility of our common stock, and we believe
future volatility will be similar to our historical volatility experience based on our
measurements.
We amortize the fair value of all stock based awards on a straight-line basis over the requisite
service period, which generally is the vesting period.
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HEALTHSTREAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. STOCK BASED COMPENSATION (continued)
A progression of activity and various other information relative to stock options for the year
ended December 31, 2008 is presented in the table below.
| Weighted- | ||||||||||||
| Common | Average | Aggregate | ||||||||||
| Shares | Exercise Price | Intrinsic Value | ||||||||||
Outstanding — beginning of period |
2,538,807 | $ | 3.36 | |||||||||
Granted |
498,000 | 2.92 | ||||||||||
Exercised |
(106,162 | ) | 1.99 | |||||||||
Expired |
(319,900 | ) | 7.06 | |||||||||
Forfeited |
(183,950 | ) | 3.22 | |||||||||
Outstanding — end of period |
2,426,795 | $ | 2.85 | $ | 725,353 | |||||||
Exercisable at end of period |
1,534,045 | $ | 2.65 | $ | 725,238 | |||||||
The aggregate intrinsic value in the table above represents the total difference between the
Company’s closing stock price on December 31, 2008 (the last trading day of the year) of $2.33 and
the option exercise price, multiplied by the number of in-the-money options as of December 31,
2008. As of December 31, 2008, total unrecognized compensation expense related to non-vested stock
options was $1,192,503, net of estimated forfeitures, with a weighted average expense recognition
period of 2.5 years.
Other information relative to option activity during the years ended December 31, 2008, 2007, and
2006 is as follows:
| Year Ended December 31, | ||||||||||||
| 2008 | 2007 | 2006 | ||||||||||
Weighted average grant date fair value of stock options granted |
$ | 1.69 | $ | 2.46 | $ | 2.01 | ||||||
Total fair value of stock options vested |
$ | 629,528 | $ | 682,084 | $ | 582,189 | ||||||
Total intrinsic value of stock options exercised |
$ | 61,617 | $ | 144,826 | $ | 663,202 | ||||||
Cash proceeds from exercise of stock options |
$ | 210,928 | $ | 248,517 | $ | 490,467 | ||||||
Employee Stock Purchase Plan
Our Employee Stock Purchase Plan (Purchase Plan) incorporates the provisions of Section 423 of the
Internal Revenue Code. Under the Purchase Plan, 1,000,000 shares of common stock have been
reserved for purchase by employees. The Purchase Plan provides for annual offer periods of twelve
months to eligible employees. Under the Purchase Plan, eligible employees can purchase through
payroll deductions, the lesser of up to 15% of their eligible base compensation or 2,500 shares of
common stock, at a price equivalent to 85% of the lesser of the beginning or end of Purchase Plan
year price. During 2008, 53,108 shares were purchased under the plan at $2.46 per share, and
during 2007, 37,685 shares were purchased under the plan at $3.23 per share. There were 532,981
shares available for issuance under the Purchase Plan as of December 31, 2008. In accordance with
the provisions of SFAS No. 123(R), the Company recognized $24,855 and $33,409 of stock based
compensation expense for the Purchase Plan during the years ended December 31, 2008 and 2007,
respectively.
On February 9, 2009, the Company terminated the Plan and deregistered the unsold and unissued
shares remaining in the Plan.
11. EMPLOYEE BENEFIT PLAN
401(k) Plan
We have a defined-contribution employee benefit plan (401(k) Plan) incorporating provisions of
Section 401(k) of the Internal Revenue Code. Our employees must have attained the age of 21 and
have completed thirty days of service to be eligible to participate in the 401(k) Plan. Under the
provisions of the 401(k) Plan, a plan member may make contributions, on a tax-deferred basis, not
to exceed 20% of compensation, subject to IRS limitations. The Company has not provided matching
contributions through December 31, 2008.
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HEALTHSTREAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. DEBT
At December 31, 2008 and 2007, the Company had the following debt outstanding:
| December 31, | ||||||||
| 2008 | 2007 | |||||||
Promissory Note |
$ | 1,031,037 | $ | 1,737,735 | ||||
Less current portion |
(724,095 | ) | (706,698 | ) | ||||
Long-term debt (net of current portion) |
$ | 306,942 | $ | 1,031,037 | ||||
Promissory Note
During 2007, the Company financed the purchase of approximately $2.1 million in multi-year
software licenses. As a result of this transaction, the Company entered into a promissory note
loan agreement which is scheduled to be repaid in 36 payments due on a monthly basis beginning
July 1, 2007. The promissory 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. As of December 31, 2008, the amount
outstanding under this loan agreement was $1,031,037.
Scheduled principal payments for debt outstanding, as of December 31, 2008 for the next five years
and thereafter are as follows:
2009 |
$ | 724,095 | ||
2010 |
306,942 | |||
2011 |
— | |||
2012 |
— | |||
2013 |
— | |||
Thereafter |
— | |||
Total |
$ | 1,031,037 | ||
Revolving Credit Facility
The Company maintains a Loan Agreement (the “Revolving Credit Facility”) with SunTrust Bank
(“SunTrust”) in the aggregate principal amount of $15.0 million, which matures on July 21, 2009.
The obligations under the revolving credit facility are guaranteed by each of the Company’s
subsidiaries. The Company’s borrowings under the revolving credit facility bear interest at a
LIBOR rate generally defined as the sum of (i) a variable rate of interest equal to the 30-Day
LIBOR Rate plus (ii) 150 basis points per annum. Principal is payable in full on the maturity
date. The Company is required to pay a commitment fee of 10 basis points per annum of the average
daily unused portion of the revolving credit facility.
The purpose of the revolving credit facility is for general working capital needs, permitted
acquisitions (as defined in the Loan Agreement), and for stock repurchase and/or redemption
transactions that the Company may authorize.
The revolving credit facility contains certain covenants that, among other things, restrict
additional indebtedness, liens and encumbrances, changes to the character of the Company’s
business, acquisitions, asset dispositions, mergers and consolidations, sale or discount of
receivables, creation or acquisitions of additional subsidiaries, and other matters customarily
restricted in such agreements.
In addition, the revolving credit facility requires the Company to meet certain financial tests,
including, without limitation:
| • | a maximum total leverage ratio (consolidated debt/consolidated EBITDA) of 2.0 to 1.0; and | ||
| • | funded debt to total capitalization may not exceed 40% |
As of December 31, 2008, the Company believes it was in compliance with all covenants. There were
no balances outstanding on the revolving credit facility as of December 31, 2008.
50
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HEALTHSTREAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. LEASES
As of December 31, 2008, we lease office facilities in Nashville, TN, Laurel, MD, and Franklin,
TN, under agreements that expire before or during March 2012. Some lease agreements contain
provisions for escalating rent payments over the initial terms of the lease. We account for these
leases by recognizing rent expense on the straight-line basis and adjusting the deferred rent
expense liability for the difference between the straight-line rent expense and the amount of rent
paid. The Company also leases certain office equipment under operating leases. Total rent expense
under all operating leases was approximately $1,502,000, $1,410,000, and $897,000, for the years
ended December 31, 2008, 2007, and 2006, respectively. We also lease certain computer and office
equipment from third parties which are accounted for as capital leases.
Future rental payment commitments at December 31, 2008 under capital and non-cancelable operating
leases, with initial terms of one year or more, are as follows:
| Capital Leases | Operating Leases | |||||||
2009 |
$ | 22,389 | $ | 1,018,517 | ||||
2010 |
9,072 | 656,532 | ||||||
2011 |
4,494 | 569,171 | ||||||
2012 |
— | 117,502 | ||||||
2013 |
— | — | ||||||
Total minimum lease payments |
35,955 | $ | 2,361,722 | |||||
Less amounts representing interest |
(2,585 | ) | ||||||
Present value of minimum lease payments (including $20,592 classified as current) |
$ | 33,370 | ||||||
The carrying value of assets under capital leases, which are included with owned assets in the
accompanying consolidated balance sheets, was $24,250 and $128,773 at December 31, 2008 and 2007,
respectively. Amortization of the assets under the capital leases is included in depreciation
expense on the accompanying consolidated statements of income.
14. LITIGATION
In the ordinary course of business, the Company is from time to time involved in various pending
legal actions. The litigation process is inherently uncertain and it is possible that the
resolution of such matters might have a material adverse effect upon the financial condition and /
or results of operations of the Company. However, in the opinion of the Company’s management,
matters currently pending or threatened against the Company are not expected to have a material
adverse effect on the financial position or results of operations of the Company.
15. SUBSEQUENT EVENT
On February 9, 2009, the Company terminated the Employee Stock Purchase Plan and deregistered the
unsold and unissued shares remaining in the Purchase Plan.
51
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A(T). Controls and Procedures
Evaluation of Disclosure Controls and Procedures
HealthStream’s chief executive officer and principal financial officer have reviewed and evaluated
the effectiveness of the Company’s 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 December 31, 2008. Based on that evaluation, the chief executive officer and
principal financial officer have concluded that HealthStream’s 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 Commission’s 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 Company’s management, including its
principal executive and principal financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.
Management’s Report On Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act
of 1934, and for assessing the effectiveness of internal control over financial reporting. The
Company’s internal control over financial reporting is designed 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. The Company’s
internal control over financial reporting includes those policies and procedures that: (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the Company
are being made only in accordance with authorizations of management and directors of the Company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting
as of December 31, 2008. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Management’s assessment included an evaluation of the design of our
internal control over financial reporting and testing of the operational effectiveness of our
internal control over financial reporting. Management believes that, as of December 31, 2008, the
Company’s internal control over financial reporting was effective based on those criteria.
This annual report does not include an attestation report of the Company’s registered public
accounting firm regarding internal control over financial reporting. Management’s report was not
subject to attestation by the Company’s registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.
Changes in Internal Control Over Financial Reporting
There were no changes in HealthStream’s internal control over financial reporting that occurred
during the fourth quarter of 2008 that have materially affected, or that are reasonably likely to
materially affect, HealthStream’s internal control over financial reporting.
Item 9B. Other Information
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information as to directors of the Company and corporate governance is incorporated by reference
from the information contained in our proxy statement for the 2009 Annual Meeting of Shareholders
that we will file with the Securities and Exchange Commission within 120 days of the end of the
fiscal year to which this report relates. Pursuant to General Instruction G(3), certain
information concerning executive officers of the Company is included in Part I of this Form 10-K,
under the caption “Executive Officers of the Registrant.”
Item 11. Executive Compensation
Incorporated by reference from the information contained in our proxy statement for the 2009
Annual Meeting of Shareholders that we will file with the Securities and Exchange Commission
within 120 days of the end of the fiscal year to which this report relates.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Incorporated by reference from the information contained in our proxy statement for the 2009
Annual Meeting of Shareholders that we will file with the Securities and Exchange Commission
within 120 days of the end of the fiscal year to which this report relates.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Incorporated by reference from the information contained in our proxy statement for the 2009
Annual Meeting of Shareholders that we will file with the Securities and Exchange Commission
within 120 days of the end of the fiscal year to which this report relates.
Item 14. Principal Accounting Fees and Services
Incorporated by reference from the information contained in our proxy statement for the 2009
Annual Meeting of Shareholders that we will file with the Securities and Exchange Commission
within 120 days of the end of the fiscal year to which this report relates.
53
Table of Contents
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial Statements
Reference is made to the financial statements included in Item 8 to this Report on Form 10-K.
(a)(2) Financial Statement Schedules
All schedules are omitted because they are not applicable or the required information is shown in
the Consolidated Financial Statements or the notes thereto.
(a)(3) Exhibits
| Number | Description | |
2.1(1)
|
Stock Purchase Agreement, dated as of March 28, 2005, by and among HealthStream, Inc., Mel B. Thompson and Data Management & Research, Inc. | |
2.2(2)
|
Stock Purchase Agreement, dated as of March 12, 2007, by and among HealthStream, Inc., The Jackson Organization, Research Consultants, Inc., David Jackson and the Jackson Charitable Remainder Trust | |
*3.1
|
Form of Fourth Amended and Restated Charter of HealthStream, Inc. | |
*3.2
|
Form of Amended and Restated Bylaws of HealthStream, Inc. | |
*4.1
|
Form of certificate representing the common stock, no par value per share, of HealthStream, Inc. | |
4.2
|
Reference is made to Exhibits 3.1 and 3.2. | |
*4.3
|
Warrant to purchase common stock of HealthStream, Inc., dated June 14, 1999, held by GE Medical Systems. | |
*4.4
|
Common Stock Purchase Agreement between HealthStream, Inc. and Healtheon/WebMD Corporation | |
*10.1^
|
1994 Employee Stock Option Plan, effective as of April 15, 1994 | |
*10.2^
|
2000 Stock Incentive Plan, effective as of April 10, 2000 | |
*10.3^
|
Form of Indemnification Agreement | |
*10.4^(3)
|
Executive Employment Agreement, dated July 21, 2005, between HealthStream, Inc. and Robert A. Frist, Jr. | |
*10.5
|
Lease dated March 27, 1995, as amended June 6, 1995 and September 22, 1998, between Cummins Station LLC, as landlord, and NewOrder Media, Inc., as tenant | |
*+10.6
|
Development and Distribution Agreement between HealthStream, Inc. and GE Medical Systems | |
*+10.7
|
Education Services Provider Agreement dated October 1, 2001 between HealthStream, Inc. and HCA Information Technology & Services, Inc., as amended | |
^10.8(4)
|
Form of Director Stock Option Agreement | |
^10.9(4)
|
Form of Employee and Executive Officer Stock Option Agreement | |
10.10(5)
|
Loan Agreement dated July 21, 2006 between HealthStream, Inc. and SunTrust Bank | |
10.11(6)
|
First Amendment to Loan Agreement dated February 16, 2007 between HealthStream, Inc. and SunTrust Bank | |
10.12(7)
|
Second Amendment to Loan Agreement dated July 23, 2007 between HealthStream, Inc. and SunTrust Bank | |
^10.13
|
Summary of Director and Executive Officer Compensation | |
21.1
|
Subsidiaries of HealthStream, Inc. | |
23.1
|
Consent of Independent Registered Public Accounting Firm | |
31.1
|
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2
|
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| + | Confidential treatment was received, with respect to certain portions of this document. Such portions were omitted and filed separately with the Securities and Exchange Commission. | |
| * | Incorporated by reference to Registrant’s Registration Statement on Form S-1, as amended (Reg. No. 333-88939). | |
| ^ | Management contract or compensatory plan or arrangement | |
| (1) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated March 29, 2005. | |
| (2) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated March 12, 2007. | |
| (3) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated July 25, 2005. | |
| (4) | Incorporated by reference from exhibit filed on our Annual Report on Form 10-K, dated March 30, 2007. | |
| (5) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated July 25, 2006. | |
| (6) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated February 20, 2007. | |
| (7) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated July 24, 2007. |
54
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on this 27th day of March 2009.
| HEALTHSTREAM, INC. |
||||
| By: | /s/ Robert A. Frist, Jr. | |||
| Robert A. Frist, Jr. | ||||
| Chief Executive Officer | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by
the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Signature | Title(s) | Date | ||
/s/ Robert A. Frist, Jr.
|
President, Chief Executive Officer and Chairman (Principal Executive Officer) | March 27, 2009 | ||
/s/ Gerard M. Hayden, Jr.
|
Chief Financial Officer and Senior Vice President (Principal Financial and Accounting Officer) | March 27, 2009 | ||
/s/ James Daniell
|
Director | March 27, 2009 | ||
/s/ Thompson Dent
|
Director | March 27, 2009 | ||
/s/ Frank Gordon
|
Director | March 27, 2009 | ||
/s/ Jeffrey L. McLaren
|
Director | March 27, 2009 | ||
/s/ Dale Polley
|
Director | March 27, 2009 | ||
/s/ Linda Rebrovick
|
Director | March 27, 2009 | ||
/s/ Michael Shmerling
|
Director | March 27, 2009 | ||
/s/ William Stead
|
Director | March 27, 2009 |
55
Table of Contents
INDEX TO EXHIBITS
| Exhibit | |||
| Number | Description | ||
2.1(1)
|
Stock Purchase Agreement, dated as of March 28, 2005, by and among HealthStream, Inc., Mel B. Thompson and Data Management & Research, Inc. | ||
2.2(2)
|
Stock Purchase Agreement, dated as of March 12, 2007, by and among HealthStream, Inc., The Jackson Organization, Research Consultants, Inc., David Jackson and the Jackson Charitable Remainder Trust | ||
*3.1
|
Form of Fourth Amended and Restated Charter of HealthStream, Inc. | ||
*3.2
|
Form of Amended and Restated Bylaws of HealthStream, Inc. | ||
*4.1
|
Form of certificate representing the common stock, no par value per share, of HealthStream, Inc. | ||
4.2
|
Reference is made to Exhibits 3.1 and 3.2. | ||
*4.3
|
Warrant to purchase common stock of HealthStream, Inc., dated June 14, 1999, held by GE Medical Systems. | ||
*4.4
|
Common Stock Purchase Agreement between HealthStream, Inc. and Healtheon/WebMD Corporation | ||
*10.1^
|
1994 Employee Stock Option Plan, effective as of April 15, 1994 | ||
*10.2^
|
2000 Stock Incentive Plan, effective as of April 10, 2000 | ||
*10.3^
|
Form of Indemnification Agreement | ||
*10.4^(3)
|
Executive Employment Agreement, dated July 21, 2005, between HealthStream, Inc. and Robert A. Frist, Jr. | ||
*10.5
|
Lease dated March 27, 1995, as amended June 6, 1995 and September 22, 1998, between Cummins Station LLC, as landlord, and NewOrder Media, Inc., as tenant | ||
*+10.6
|
Development and Distribution Agreement between HealthStream, Inc. and GE Medical Systems | ||
*+10.7
|
Education Services Provider Agreement dated October 1, 2001 between HealthStream, Inc. and HCA Information Technology & Systems, Inc., as amended | ||
^10.8(4)
|
Form of Director Stock Option Agreement | ||
^10.9(4)
|
Form of Employee and Executive Officer Stock Option Agreement | ||
10.10(5)
|
Loan Agreement dated July 21, 2006 between HealthStream, Inc. and SunTrust Bank | ||
10.11(6)
|
First Amendment to Loan Agreement dated February 16, 2007 between HealthStream, Inc. and SunTrust Bank | ||
10.12(7)
|
Second Amendment to Loan Agreement dated July 23, 2007 between HealthStream, Inc. and SunTrust Bank | ||
^10.13
|
Summary of Director and Executive Officer Compensation | ||
21.1
|
Subsidiaries of HealthStream, Inc. | ||
23.1
|
Consent of Independent Registered Public Accounting Firm | ||
31.1
|
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
31.2
|
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
32.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| + | Confidential treatment was received with respect to certain portions of this document. Such portions were omitted and filed separately with the Securities and Exchange Commission. | |
| * | Incorporated by reference to Registrant’s Registration Statement on Form S-1, as amended (Reg. No. 333-88939). | |
| ^ | Management contract or compensatory plan or arrangement | |
| (1) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated March 29, 2005. | |
| (2) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated March 12, 2007. | |
| (3) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated July 25, 2005. | |
| (4) | Incorporated by reference from exhibit filed on our Annual Report on Form 10-K, dated March 30, 2007. | |
| (5) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated July 25, 2006. | |
| (6) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated February 20, 2007. | |
| (7) | Incorporated by reference from exhibit filed on our Current Report on Form 8-K, dated July 24, 2007. |
EXHIBIT
10.13
HealthStream, Inc. (the “Company”)
Summary of Director and Executive Officer Compensation
Summary of Director and Executive Officer Compensation
I. Director Compensation. Directors who are employees of the Company do not receive additional
compensation for serving as directors of the Company. The following table sets forth current rates
of cash compensation for the Company’s non-employee directors.
| Retainers and Fees | 2009 | |||
Board meeting fee |
$ | 1,000 | ||
Committee chair meeting fee |
$ | 1,000 | ||
Committee member meeting fee |
$ | 500 | ||
In addition to the cash compensation set forth above, each non-employee director receives a
nondiscretionary annual grant of a non-qualified option for the purchase of 6,000 shares of the
Company’s common stock. The option is granted in connection
with our Annual Meeting of Shareholders, vests over a one year
period, and has an exercise price equal
to the fair market value of the stock on the grant date.
II. Executive Officer Compensation. The following table sets forth the current base salaries and
the fiscal 2008 performance bonuses provided to the individuals who the Company expects to be its
Named Executive Officers for 2008.
| Executive Officer | Current Salary | Fiscal 2008 Bonus Amount | ||||||
Robert A. Frist, Jr. |
$ | 210,000 | $ | -0- | ||||
Arthur E. Newman |
$ | 210,000 | $ | -0- | ||||
J. Edward Pearson |
$ | 215,000 | $ | -0- | ||||
Kevin P. O’Hara |
$ | 200,000 | $ | -0- | ||||
Gerard M. Hayden, Jr. |
$ | 205,000 | $ | -0- | ||||
Jeffrey S. Doster |
$ | 205,000 | $ | -0- | ||||
The
Named Executive Officers also participate in the Company’s 2009
Incremental Net Income Incentive Plan and will
continue to be eligible to receive long-term incentive awards pursuant to the Company’s shareholder approved
equity incentive plans. The material terms of the 2009 Incremental
Net Income Incentive Plan include tiered bonuses as a percentage of
base salary ranging from a minimum payout of 2.6 percent for
exceeding the Company’s budgeted net income for 2009, with
incremental payouts for net income performance above the minimum
level, and a maximum payout of 35 percent for net income
performance significantly higher than the minimum payout level.
III. Additional Information. The foregoing information is summary in nature. Additional information
regarding Director and Named Executive Officer compensation will be contained in our proxy
statement for the 2009 Annual Meeting of Shareholders that we will file with the Securities and
Exchange Commission within 120 days of the end of the fiscal year to which this report relates.
EXHIBIT 21.1
SUBSIDIARIES OF HEALTHSTREAM, INC.
| State or Other | ||
| Jurisdiction of | ||
| Incorporation or | ||
| Names Under Which We Do Business | Organization | |
Education Design, Inc.
|
Tennessee | |
Data Management & Research, Inc.
|
Tennessee | |
The Jackson Organization, Research Consultants, Inc.
|
Maryland | |
HealthStream Acquisition I, Inc.
|
Tennessee | |
HealthStream Acquisition II, Inc.
|
Tennessee |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-37440)
pertaining to the (1) HealthStream, Inc. 1994 Employee Stock
Option Plan; and (2) HealthStream, Inc.
2000 Stock Incentive Plan; of our report
dated March 23, 2009, with respect to the consolidated financial statements of HealthStream, Inc.
included in this Annual Report (Form 10-K) for the year ended December 31, 2008.
| /s/ Ernst & Young LLP | ||||
Nashville, Tennessee
March 23, 2009
March 23, 2009
EXHIBIT 31.1
CERTIFICATION
I, Robert A. Frist, Jr., certify that:
| 1. | I have reviewed this annual report on Form 10-K 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 registrant’s 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 registrant’s 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 registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.
| Date: March 27, 2009 | /s/ Robert A. Frist, Jr. | |||
| Robert A. Frist, Jr. | ||||
| Chief Executive Officer | ||||
EXHIBIT 31.2
CERTIFICATION
I, Gerard M. Hayden, Jr., certify that:
| 1. | I have reviewed this annual report on Form 10-K 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 registrant’s 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 registrant’s 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 registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.
| Date: March 27, 2009 | /s/ Gerard M. Hayden, Jr. | |||
| Gerard M. Hayden, Jr. | ||||
| Chief Financial Officer | ||||
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
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of HealthStream, Inc. (the “Company”) on Form 10-K for the
year ending December 31, 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. §1350, as adopted pursuant to §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 | ||
| (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 | ||||
March 27, 2009
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
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of HealthStream, Inc. (the “Company”) on Form 10-K for the
year ending December 31, 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. § 1350, as adopted pursuant to §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 | ||
| (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 | ||||
March 27, 2009