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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 26, 2021 (July 26, 2021)

 

HealthStream, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Tennessee	000-27701	62-1443555
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
500 11th Avenue North, Suite 1000, Nashville, Tennessee		37203
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 615-301-3100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (Par Value $0.00)	HSTM	Nasdaq

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

 

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Item 2.02 Results of Operations and Financial Condition.

 

On July 26, 2021, HealthStream, Inc. (the “Company”) issued a press release announcing results of operations for the second quarter ended June 30, 2021 and updated guidance for the full year 2021, the text of which is set forth in Exhibit 99.1.

 

Item 7.01 Regulation FD Disclosure

 

On July 26, 2021, the Company issued a press release announcing results of operations for the second quarter ended June 30, 2021 and updated guidance for the full year 2021, the text of which is set forth in Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description
99.1*		Press release dated July 26, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*	Furnished herewith.

 

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Exhibit Index

 

Exhibit Number		Description
99.1*		Press release dated July 26, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*	Furnished herewith.

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

		HealthStream, Inc.
Date: July 26, 2021		By:	/s/ Scott A. Roberts
			Scott A. Roberts
			Chief Financial Officer

 

 

 

 

 

HEALTHSTREAM ANNOUNCES SECOND QUARTER 2021 RESULTS

 

NASHVILLE, Tenn. (July 26, 2021)—HealthStream, Inc. (Nasdaq: HSTM), a leading provider of workforce and provider solutions for the healthcare industry, announced today results for the second quarter ended June 30, 2021.

 

 

Financial Results:  

Second Quarter 2021 Compared to Second Quarter 2020

Revenues for the second quarter of 2021 increased by $4.3 million, or seven percent, to $64.8 million, compared to $60.6 million for the second quarter of 2020.

 

Revenues from our Workforce Solutions segment were $52.2 million for the second quarter of 2021, an increase of 7% compared to $48.9 million for the second quarter of 2020. The workforce segment achieved this seven percent growth, while overcoming a $9.7 million decline in revenues from the legacy resuscitation business. Revenues from recent acquisitions and growth in other solutions more than offset the lost legacy resuscitation revenues. In addition, workforce revenues also benefitted from a $0.5 million increase in professional services revenues, primarily associated with recently acquired businesses. 

Revenues from our Provider Solutions segment were $12.7 million for the second quarter of 2021, compared to $11.7 million for the second quarter of 2020. This revenue growth of $1.0 million was primarily attributable to subscription revenues.

Generally accepted accounting principles (GAAP) require companies to write down beginning balances of acquired deferred revenue as part of “fair value” accounting. During the second quarter of 2021, HealthStream reported a reduction of $1.2 million to revenue and operating income and a reduction of $950,000 to net income as a result of deferred revenue write-downs from recent

¹ Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of adjusted EBITDA to net income and disclosure regarding why we believe adjusted EBITDA provides useful information to investors is included later in this release.

 

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acquisitions. During the second quarter of 2020, HealthStream reported a reduction of $140,000 to revenue and operating income and a reduction of $100,000 to net income as a result of deferred revenue write-downs from acquisitions.

Operating income was $3.4 million for the second quarter of 2021 compared to $4.3 million from the second quarter of 2020. The decrease in operating income was primarily attributable to higher operating expenses and amortization, primarily associated with businesses acquired over the past year.

 

Net income was $2.4 million in the second quarter of 2021, down 29 percent from $3.4 million in the second quarter of 2020, and EPS was $0.08 per share (diluted) in the second quarter of 2021, compared to $0.11 per share (diluted) for the second quarter of 2020.

 

Adjusted EBITDA was $14.5 million for the second quarter of 2021, up 20 percent from $12.1 million in the second quarter of 2020.

 

At June 30, 2021, the Company had cash and cash equivalents and marketable securities of $55.1 million. Capital expenditures incurred during the second quarter of 2021 were $6.9 million.

 

Year-to-Date 2021 Compared to Year-to-Date 2020

For the first six months of 2021, revenues were $128.3 million, an increase of five percent over revenues of $122.1 million for the first six months of 2020. Operating income for the first six months of 2021 decreased by 42 percent to $6.7 million, compared to $11.5 million for the first six months of 2020. The decrease in operating income was primarily attributable to the $3.4 million one-time favorable contractual adjustment to royalty expense resulting in a reduction to cost of revenues in the first quarter of 2020. Also contributing to the decrease are higher operating expenses primarily associated with acquisitions completed over the past year. Partially offsetting these declines in operating income was a $1.0 million non-recurring, non-cash benefit during the first quarter of 2021 related to the reduction of paid time off (PTO) expense resulting from modifications to the Company’s PTO policy. Net income for the first six months of 2021 decreased to $4.7 million, compared to $10.5 million for the first six months of 2020. Earnings per share were $0.15 per share (diluted) for the first six months of 2021, compared to $0.33 per share (diluted) for the first six months of 2020. Adjusted EBITDA increased by 17 percent to $28.1 million for the first six months of 2021, compared to $24.0 million for the first six months of 2020.

 

Other Business Updates

At June 30, 2021, we had approximately 4.52 million contracted subscriptions to hStream™, our Platform-as-a-Service technology. hStream technology enables healthcare organizations and their respective workforces to easily connect to and gain value from the growing HealthStream ecosystem of applications, tools, and content.

 

Financial Outlook for 2021

The Company is updating its guidance for 2021 for the measures set forth below. For a reconciliation of projected adjusted EBITDA, a non-GAAP financial measure defined later in this release, to projected net income (the most comparable GAAP measure) for 2021, see the table included on page 10 of this release.

 

 

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¹ Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of projected adjusted EBITDA to projected net income (the most comparable GAAP measure) is included later in this release.

 

The Company’s guidance for 2021 as set forth above reflects the Company’s assumptions regarding, among other things, the COVID-19 pandemic as noted below, anticipated integration costs and additional investments in sales, marketing, and product development in 2021 for recently acquired companies, and estimated deferred revenue write-downs of $4.0 to $4.3 million during 2021 related to recent acquisitions, which would result in corresponding reductions to net revenues and operating income during 2021.

 

The Company’s financial guidance assumes that public health conditions associated with the pandemic and general economic conditions (including conditions impacting healthcare organizations) continue to improve over the course of the year, including that COVID-19 vaccines continue to be successfully distributed and perform according to current expectations and that new variants of the virus, or other unknown variants, do not further impede recovery from the pandemic.

 

Commenting on second quarter 2021 results, Robert A. Frist, Jr., Chief Executive Officer of HealthStream, said, “We remain laser-focused on growing the Company, which is why we were able to achieve another strong quarter in 2021 with top-line revenues increasing seven percent and adjusted EBITDA increasing 20 percent over the same period last year—offsetting anticipated headwinds presented by both legacy resuscitation revenues and acquisition-related deferred revenue write-downs.”

 

Frist added, “As we navigate the next two quarters to find a new normal, naturally, some expenses, like travel, will return. Macro workforce trends make recruiting, retention, and hiring more complex for everybody, so we’re working to catch up on our planned hiring. In addition, we are increasing our investment in our newly acquired scheduling businesses in the second half of 2021. Our new guidance reflects all these developments. We are proud of our employees for navigating us forward.”

 

A conference call with Robert A. Frist, Jr., Chief Executive Officer, Scott A. Roberts, Chief Financial Officer and Senior Vice President, and Mollie Condra, Vice President of Investor Relations and Corporate Communications, will be held on Tuesday, July 27, 2021, at 9:00 a.m. (ET). To listen to the conference, please dial 877-647-2842 (no conference ID needed) if you are calling within the domestic U.S. or Canada. If you are an international caller, please dial 914-495-8564 (no conference ID needed). The conference may also be accessed by going to http://ir.healthstream.com/events.cfm

for the simultaneous Webcast of the call, which will subsequently be available for replay. The replay telephone numbers are 855-859-2056 (conference ID #3741799) for U.S. and Canadian callers and 404-537-3406 (conference ID #3741799) for international callers.

 

Use of Non-GAAP Financial Measures

This press release presents adjusted EBITDA, a non-GAAP financial measure used by management in analyzing the Company’s financial results and ongoing operational performance.

 

 

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In order to better assess the Company’s financial results, management believes that net income excluding the impact of the deferred revenue write-downs associated with fair value accounting for acquired businesses and before interest, income taxes, stock based compensation, depreciation and amortization, changes in fair value of non-marketable equity investments, the de-recognition of non-cash expense resulting from the PTO expense reduction in the first quarter of 2021 and the resolution of a mutual disagreement related to various elements of a past partnership which resulted in a reduction to cost of sales in the first quarter of 2020 (“adjusted EBITDA”) is a useful measure for evaluating the operating performance of the Company because adjusted EBITDA reflects net income adjusted for certain GAAP accounting, non-cash and non-operating items which may not, in any such case, fully reflect the underlying operating performance of our business. We also believe that adjusted EBITDA is useful to investors to assess the Company’s ongoing operating performance and to compare the Company’s operating performance between periods. In addition, beginning in 2021, executive bonuses are based on the achievement of adjusted EBITDA targets.

 

As noted above, the definition of adjusted EBITDA includes an adjustment for the impact of the deferred revenue write-downs associated with fair value accounting for acquired businesses. Following the completion of any acquisition by the Company, the Company must record the acquired deferred revenue at fair value as defined in GAAP, which may result in a write-down of deferred revenue. If the Company is required to record a write-down of deferred revenue, it may result in lower recognized revenue, operating income, and net income in subsequent periods. Revenue for any such acquired business is deferred and is typically recognized over a one-to-two year period following the completion of any particular acquisition, so our GAAP revenues for this one-to-two year period will not reflect the full amount of revenues that would have been reported if the acquired deferred revenue was not written down to fair value. Management believes that including an adjustment in the definition of adjusted EBITDA for the impact of the deferred write-downs associated with fair value accounting for acquired businesses provides useful information to investors because the deferred revenue write-down recognized in periods after an acquisition may, given the nature of this non-cash accounting impact, cause our GAAP financial results during such periods to not fully reflect our underlying operating performance and thus adjusting for this amount may assist in comparing the Company’s results of operations between periods.

 

Adjusted EBITDA is a non-GAAP financial measure and should not be considered as a measure of financial performance under GAAP. Because adjusted EBITDA is not a measurement determined in accordance with GAAP, adjusted EBITDA is susceptible to varying calculations. Accordingly, adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools.

 

This non-GAAP financial measure should not be considered a substitute for, or superior to, measures of financial performance, which are prepared in accordance with GAAP. Investors are encouraged to review the reconciliations of adjusted EBITDA to net income (the most comparable GAAP measure), which is set forth below in this release.

 

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About HealthStream

HealthStream (Nasdaq: HSTM) is dedicated to improving patient outcomes through the development of healthcare organizations’ greatest asset: their people. Our unified suite of solutions is contracted by healthcare organizations across the U.S. for workforce development, training & learning management, nurse & staff scheduling, clinical education, credentialing, privileging, provider enrollment, performance assessment, and managing simulation-based education programs. HealthStream’s corporate office is in Nashville, Tennessee. For more information, visit http://www.healthstream.com or call 800-521-0574.  

 

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HEALTHSTREAM, INC.

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

 

 

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HEALTHSTREAM, INC.

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

 

 

 

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HEALTHSTREAM, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

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Reconciliation of GAAP to Non-GAAP Financial Measures⁽¹⁾

(In thousands)

(Unaudited)

 

 

⁽¹⁾ Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of projected adjusted EBITDA to projected net income (the most comparable GAAP measure) is included later in this release.

 

 

 

 

 

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Reconciliation of GAAP to Non-GAAP Financial Measures

Financial Outlook for 2021

(In thousands)

(Unaudited)

 

 

 

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This press release includes certain forward-looking statements (statements other than solely with respect to historical fact), including statements regarding expectations for financial performance for 2021 as well as the anticipated impact of the COVID-19 pandemic on our financial results, that involve risks and uncertainties regarding HealthStream. These statements are based upon management’s beliefs, as well as assumptions made by and data currently available to management. This information has been, or in the future may be, included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions that forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by the forward-looking statements, including, without limitation, as the result of developments related to the COVID-19 pandemic, including, without limitation, related to the length and severity of the pandemic; the timing and availability of medical treatments and vaccines with respect to COVID-19; the availability and effectiveness of currently available vaccines and associated levels of vaccination; the spread of potentially more contagious and/or virulent forms of the virus, including possible strains that may be resistant to currently available vaccines; the impact on the pandemic on healthcare organizations; measures we are taking to respond to the pandemic; and the impact of governmental action and regulation in connection with the pandemic (including the CARES Act); as well as risks referenced in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 25, 2021, and in the Company’s other filings with the Securities and Exchange Commission from time to time. Consequently, such forward-looking information should not be regarded as a representation or warranty or statement by the Company that such projections will be realized. Many of the factors that will determine the Company’s future results are beyond the ability of the Company to control or predict. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. The Company undertakes no obligation to update or revise any such forward-looking statements.  

  

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