UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended
| | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File No.:
HealthStream, Inc.
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
(
(Registrant's telephone number, including area code)
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | ☒ | Accelerated filer | ☐ | ||
| Non-accelerated filer | ☐ | Smaller reporting company | | ||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of July 25, 2022, there were
HEALTHSTREAM, INC.
| Page Number |
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| Part I. |
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| Item 1. |
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| Condensed Consolidated Balance Sheets (Unaudited) – June 30, 2022 and December 31, 2021 |
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| Notes to Condensed Consolidated Financial Statements (Unaudited) |
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| Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
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| Item 3. |
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| Item 4. |
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| Part II. |
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| Item 1A. |
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| Item 6. |
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Item 1. Financial Statements
HEALTHSTREAM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands)
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Marketable securities | ||||||||
| Accounts receivable, net of allowance for doubtful accounts of $ and $ at June 30, 2022 and December 31, 2021, respectively | ||||||||
| Accounts receivable - unbilled | ||||||||
| Prepaid royalties, net of amortization | ||||||||
| Other prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net of accumulated depreciation of $ and $ at June 30, 2022 and December 31, 2021, respectively | ||||||||
| Capitalized software development, net of accumulated amortization of $ and $ at June 30, 2022 and December 31, 2021, respectively | ||||||||
| Operating lease right of use assets, net | ||||||||
| Goodwill | ||||||||
| Customer-related intangibles, net of accumulated amortization of $ and $ at June 30, 2022 and December 31, 2021, respectively | ||||||||
| Other intangible assets, net of accumulated amortization of $ and $ at June 30, 2022 and December 31, 2021, respectively | ||||||||
| Deferred tax assets | ||||||||
| Deferred commissions | ||||||||
| Non-marketable equity investments | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accrued royalties | ||||||||
| Deferred revenue | ||||||||
| Total current liabilities | ||||||||
| Deferred tax liabilities | ||||||||
| Deferred revenue, noncurrent | ||||||||
| Operating lease liability, noncurrent | ||||||||
| Other long term liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity: | ||||||||
| Common stock, par value, shares authorized; and shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive (loss) income | ( | ) | ||||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except per share data)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | |||||||||||||
| Revenues, net | $ | $ | $ | $ | ||||||||||||
| Operating costs and expenses: | ||||||||||||||||
| Cost of revenues (excluding depreciation and amortization) | ||||||||||||||||
| Product development | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Other general and administrative expenses | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating costs and expenses | ||||||||||||||||
| Operating income | ||||||||||||||||
| Other income (loss), net | ( | ) | ( | ) | ||||||||||||
| Income before income tax provision | ||||||||||||||||
| Income tax provision | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Net income per share: | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
| Weighted average shares of common stock outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(In thousands)
| Three Months Ended |
Six Months Ended |
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| June 30, 2022 |
June 30, 2021 |
June 30, 2022 |
June 30, 2021 |
|||||||||||||
| Net income |
$ | $ | $ | $ | ||||||||||||
| Other comprehensive income, net of taxes: |
||||||||||||||||
| Foreign currency translation adjustments |
( |
) | ( |
) | ||||||||||||
| Unrealized gain (loss) on marketable securities |
( |
) | ||||||||||||||
| Total other comprehensive (loss) income |
( |
) | ( |
) | ||||||||||||
| Comprehensive income |
$ | $ | $ | $ | ||||||||||||
See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
(In thousands)
| Six Months Ended June 30, 2022 | ||||||||||||||||||||
| Common Stock | Retained | Accumulated Other Comprehensive | Total Shareholders’ | |||||||||||||||||
| Shares | Amount | Earnings | Income (Loss) | Equity | ||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | ||||||||||||||||
| Net income | — | |||||||||||||||||||
| Comprehensive income | — | |||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Common stock issued under stock plans, net of shares withheld for employee taxes | ( | ) | ( | ) | ||||||||||||||||
| Repurchase of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | $ | ||||||||||||||||
| Net income | — | |||||||||||||||||||
| Comprehensive loss | — | ( | ) | ( | ) | |||||||||||||||
| Issuance of common stock in acquisition | ||||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Common stock issued under stock plans, net of shares withheld for employee taxes | ( | ) | ( | ) | ||||||||||||||||
| Repurchase of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Six Months Ended June 30, 2021 | ||||||||||||||||||||
| Common Stock | Retained | Accumulated Other Comprehensive | Total Shareholders’ | |||||||||||||||||
| Shares | Amount | Earnings | Income | Equity | ||||||||||||||||
| Balance at December 31, 2020 | $ | $ | $ | $ | ||||||||||||||||
| Net income | — | |||||||||||||||||||
| Comprehensive income | — | |||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Common stock issued under stock plans, net of shares withheld for employee taxes | ( | ) | ( | ) | ||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | $ | ||||||||||||||||
| Net income | — | |||||||||||||||||||
| Comprehensive income | — | |||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Common stock issued under stock plans, net of shares withheld for employee taxes | ||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | $ | ||||||||||||||||
See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
| Six Months Ended June 30, |
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| 2022 |
2021 |
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| OPERATING ACTIVITIES: |
||||||||
| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
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| Stock-based compensation |
||||||||
| Amortization of deferred commissions |
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| Provision for credit losses |
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| Deferred income taxes |
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| Gain on sale of fixed assets |
( |
) | ||||||
| Loss on non-marketable equity investments |
||||||||
| Non-cash paid time off expense |
( |
) | ||||||
| Change in fair value of non-marketable equity investments |
( |
) | ||||||
| Other |
||||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts and unbilled receivables |
( |
) | ||||||
| Prepaid royalties |
( |
) | ( |
) | ||||
| Other prepaid expenses and other current assets |
( |
) | ||||||
| Deferred commissions |
( |
) | ( |
) | ||||
| Other assets |
( |
) | ||||||
| Accounts payable and accrued expenses |
( |
) | ( |
) | ||||
| Accrued royalties |
( |
) | ( |
) | ||||
| Deferred revenue |
( |
) | ||||||
| Net cash provided by operating activities |
||||||||
| INVESTING ACTIVITIES: |
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| Business combinations, net of cash acquired |
( |
) | ( |
) | ||||
| Proceeds from maturities of marketable securities |
||||||||
| Purchases of marketable securities |
( |
) | ( |
) | ||||
| Payments to acquire non-marketable equity investments |
( |
) | ||||||
| Payments associated with capitalized software development |
( |
) | ( |
) | ||||
| Proceeds from sale of fixed assets |
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| Purchases of property and equipment |
( |
) | ( |
) | ||||
| Net cash used in investing activities |
( |
) | ( |
) | ||||
| FINANCING ACTIVITIES: |
||||||||
| Taxes paid related to net settlement of equity awards |
( |
) | ( |
) | ||||
| Repurchases of common stock |
( |
) | ||||||
| Payment of cash dividends |
( |
) | ||||||
| Net cash used in financing activities |
( |
) | ( |
) | ||||
| Effect of exchange rate changes on cash and cash equivalents |
( |
) | ( |
) | ||||
| Net (decrease) increase in cash and cash equivalents |
( |
) | ||||||
| Cash and cash equivalents at beginning of period |
||||||||
| Cash and cash equivalents at end of period |
$ | $ | ||||||
See accompanying Notes to the unaudited Condensed Consolidated Financial Statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10‑Q and Article 10 of Regulation S‑X. Accordingly, condensed consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All intercompany transactions have been eliminated in consolidation. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
The Condensed Consolidated Balance Sheet at December 31, 2021 was derived from the audited Consolidated Financial Statements at that date but does not include all of the information and footnotes required by US GAAP for a complete set of financial statements. For further information, refer to the Consolidated Financial Statements and Notes thereto for the year ended December 31, 2021 (included in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 28, 2022).
2. RECENT ACCOUNTING PRONOUNCEMENTS
Accounting Standards Recently Adopted
In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, as if it had originated the contracts. This approach differs from the previous requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2022 and early adoption is permitted. The Company early adopted this ASU on January 1, 2022, and the impact of the new standard will depend on the magnitude of future acquisitions but has not had a material impact to date. The standard will not impact contract assets or liabilities from business combinations that occurred prior to the adoption date.
3. REVENUE RECOGNITION AND SALES COMMISSIONS
Revenue Recognition
Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled in exchange for transferring those goods or services.
Revenue is recognized based on the following five step model:
| • |
Identification of the contract with a customer |
| • |
Identification of the performance obligations in the contract |
| • |
Determination of the transaction price |
| • |
Allocation of the transaction price to the performance obligations in the contract |
| • |
Recognition of revenue when, or as, the Company satisfies a performance obligation |
The following table represents revenues disaggregated by revenue source (in thousands). Sales taxes are excluded from revenues.
| Three Months Ended June 30, 2022 |
Six Months Ended June 30, 2022 |
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| Business Segments |
Workforce Solutions |
Provider Solutions |
Consolidated |
Workforce Solutions |
Provider Solutions |
Consolidated |
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| Subscription services |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Professional services |
||||||||||||||||||||||||
| Total revenues, net |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Three Months Ended June 30, 2021 |
Six Months Ended June 30, 2021 |
|||||||||||||||||||||||
| Business Segments |
Workforce Solutions |
Provider Solutions |
Consolidated |
Workforce Solutions |
Provider Solutions |
Consolidated |
||||||||||||||||||
| Subscription services |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Professional services |
||||||||||||||||||||||||
| Total revenues, net |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
HEALTHSTREAM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended June 30, 2022 and 2021, the Company recognized $
Deferred revenue represents contract liabilities that are recorded when cash payments are received or are due in advance of our satisfaction of performance obligations. During the three months ended June 30, 2022 and 2021, we recognized revenues of approximately $
Sales Commissions
Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Under ASC 606, costs to acquire contracts with customers, such as the initial sales commission payment and associated payroll taxes, are capitalized in the period a customer contract is entered into and are amortized consistent with the transfer of the goods or services to the customer over the expected period of benefit. Capitalized contract costs are included in deferred commissions in the accompanying Condensed Consolidated Balance Sheets. The expected period of benefit is the contract term, except when the capitalized commission is expected to provide economic benefit to the Company for a period longer than the contract term, such as for new customer or incremental sales where renewals are expected and renewal commissions are not commensurate with initial commissions. Non-commensurate commissions are amortized over the greater of the contract term or technological obsolescence period of approximately years. The Company recorded amortization of deferred commissions of approximately $
4. INCOME TAXES
Income taxes are accounted for using the asset and liability method, whereby 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.
The Company computes its interim period provision for income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusts the provision for discrete tax items recorded in the period. During the three months ended June 30, 2022 and 2021, the Company recorded a provision for income taxes of approximately $
5. SHAREHOLDERS’ EQUITY
Stock-Based Compensation
The Company has stock awards outstanding under its 2016 Omnibus Incentive Plan and 2022 Omnibus Incentive Plan. The 2022 Omnibus Incentive Plan was approved at the annual meeting of shareholders held on May 26, 2022. The Company accounts for its stock-based compensation plans using the fair-value based method for costs related to share-based payments, including restricted share units (“RSUs”) and stock options. During the six months ended June 30, 2022, the Company issued
During 2018, the Company granted
HEALTHSTREAM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
During the six months ended June 30, 2022, the Company issued
Total stock-based compensation expense recognized in the Condensed Consolidated Statements of Income is as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Cost of revenues (excluding depreciation and amortization) | $ | $ | $ | $ | ||||||||||||
| Product development | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Other general and administrative | ||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | ||||||||||||
Share Repurchase Plan
On November 30, 2021, the Company's Board of Directors authorized a share repurchase program to repurchase up to $
On March 14, 2022, the Company's Board of Directors approved an expansion of the Company's share repurchase program by authorizing the repurchase of up to an additional $
6. EARNINGS PER SHARE
Basic earnings 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 earnings per share is computed by dividing the net income available to common shareholders for the period by the weighted average number of potentially dilutive common and common equivalent shares outstanding during the period. Common equivalent shares are composed of incremental common shares issuable upon the exercise of stock options and RSUs subject to vesting. The dilutive effect of common equivalent shares is included in diluted earnings per share by application of the treasury stock method. The total number of common equivalent shares excluded from the calculations of diluted earnings per share, due to their anti-dilutive effect or contingent performance conditions, was approximately
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Weighted-average shares outstanding | ||||||||||||||||
| Effect of dilutive shares | ||||||||||||||||
| Weighted-average diluted shares | ||||||||||||||||
| Net income per share: | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
HEALTHSTREAM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
7. MARKETABLE SECURITIES
The fair value of marketable securities, which were all classified as available for sale and which the Company does not intend to sell nor will the Company be required to sell prior to recovery of their amortized cost basis, included the following (in thousands):
| June 30, 2022 |
||||||||||||||||
| Adjusted Cost |
Unrealized Gains |
Unrealized Losses |
Fair Value |
|||||||||||||
| Level 2: |
||||||||||||||||
| Corporate debt securities |
$ | $ | $ | ( |
) | $ | ||||||||||
| Total |
$ | $ | $ | ( |
) | $ | ||||||||||
| December 31, 2021 |
||||||||||||||||
| Adjusted Cost |
Unrealized Gains |
Unrealized Losses |
Fair Value |
|||||||||||||
| Level 2: |
||||||||||||||||
| Corporate debt securities |
$ | $ | $ | ( |
) | $ | ||||||||||
| Total |
$ | $ | $ | ( |
) | $ | ||||||||||
The carrying amounts reported in the Condensed Consolidated Balance Sheets approximate the fair value based on quoted market prices or alternative pricing sources and models utilizing market observable inputs. As of June 30, 2022, the Company did recognize any allowance for credit impairments on its available for sale debt securities. All investments in marketable securities are classified as current assets on the Condensed Consolidated Balance Sheets because the underlying securities mature within one year from the balance sheet date.
8. BUSINESS COMBINATION
On May 18, 2022, the Company acquired the remaining ownership interest (representing approximately
9. BUSINESS SEGMENTS
The Company provides services to healthcare organizations and other members within the healthcare industry. The Company’s services are focused on the delivery of workforce training, certification, assessment, development, and scheduling products and services (Workforce Solutions) and provider credentialing, privileging, call center, and enrollment products and services (Provider Solutions).
HEALTHSTREAM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The Company measures segment performance based on operating income before income taxes and prior to the allocation of certain corporate overhead expenses, interest income, interest expense, gains and losses from equity investments, and depreciation. The Unallocated component below includes corporate functions, such as accounting, human resources, legal, investor relations, information systems, administrative and executive personnel, depreciation, a portion of amortization, and certain other expenses, which are not currently allocated in measuring segment performance. The following is the Company’s business segment information (in thousands).
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| Revenues, net: |
2022 |
2021 |
2022 |
2021 |
||||||||||||
| Workforce Solutions |
$ | $ | $ | $ | ||||||||||||
| Provider Solutions |
||||||||||||||||
| Total revenues, net |
$ | $ | $ | $ | ||||||||||||
| Operating income: |
||||||||||||||||
| Workforce Solutions |
$ | $ | $ | $ | ||||||||||||
| Provider Solutions |
||||||||||||||||
| Unallocated |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Total operating income |
$ | $ | $ | $ | ||||||||||||
| Segment assets * |
June 30, 2022 |
December 31, 2021 |
||||||
| Workforce Solutions |
$ | $ | ||||||
| Provider Solutions |
||||||||
| Unallocated |
||||||||
| Total assets |
$ | $ | ||||||
| * |
Segment assets include accounts and unbilled receivables, prepaid royalties, prepaid and other current assets, other assets, capitalized software development, deferred commissions, certain property and equipment, goodwill, and intangible assets. Cash and cash equivalents, marketable securities, non-marketable equity investments, and certain ROU assets are not allocated to individual segments and are included within Unallocated. A significant portion of property and equipment assets are included within Unallocated. |
10. DEBT
Revolving Credit Facility
On October 28, 2020, the Company entered into a Third Amendment to Revolving Credit Agreement ("Revolving Credit Facility"), amending the Revolving Credit Facility dated as of November 24, 2014 with Truist Bank, successor by merger to SunTrust Bank ("Truist"), extending the maturity date to October 28, 2023. Under the Revolving Credit Facility, the Company may borrow up to $
At the Company’s election, the borrowings under the Revolving Credit Facility bear interest at either (1) a rate per annum equal to the highest of Truist’s prime rate or
The purpose of the Revolving Credit Facility is for general working capital needs, permitted acquisitions (as defined in the Revolving Credit Facility), 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 funded debt leverage ratio (consolidated debt/consolidated EBITDA) of not greater than |
| • | an interest coverage ratio (consolidated EBITDA/consolidated interest expense) of not less than |
As of June 30, 2022, the Company was in compliance with all covenants. There were
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Special Cautionary Notice Regarding Forward‑Looking Statements
You should read the following discussion and analysis in conjunction with our Condensed Consolidated Financial Statements and related Notes included elsewhere in this report and our audited Consolidated Financial Statements and the Notes thereto for the year ended December 31, 2021, appearing in our Annual Report on Form 10-K that was filed with the Securities and Exchange Commission (“SEC”) on February 28, 2022 (the “2021 Form 10-K”). Statements contained in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements that the Company intends to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend on or refer to future events or conditions, or that include words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and similar expressions are forward-looking statements.
The Company cautions that forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
In evaluating any forward-looking statement, you should specifically consider the information regarding forward-looking statements set forth above and the risks set forth under the caption Part I, Item 1A. Risk Factors in our 2021 Form 10-K and other disclosures in our 2021 Form 10-K, earnings releases and other filings with the SEC from time to time, as well as other cautionary statements contained elsewhere in this report, including our critical accounting policies and estimates as discussed in this report and our 2021 Form 10-K. We undertake no obligation to update or revise any forward-looking statements. You should read this report and the documents that we reference in this report and have filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we currently expect.
Business Overview
HealthStream provides primarily SaaS based applications for healthcare organizations—all designed to improve business and clinical outcomes by supporting the people who deliver patient care.
We are in the process of more completely unifying the Company under a single platform strategy that will serve as the foundation for the entire enterprise. By enabling our applications through a common technology platform known as hStream, we believe that stand-alone applications, which already provide a powerful value proposition, will begin to leverage each other to more efficiently and effectively empower our customers to manage their organizations and improve their outcomes. As we continue to achieve this goal of orienting multiple applications in relation to a single technology platform, distinctions between our current reporting segments of Workforce Solutions and Provider Solutions may become less applicable, or even obsolete, in terms of how we operate and report on the Company's business. At the current time, what we characterize and report on as Workforce Solutions products are used by healthcare organizations to meet a broad range of their clinical development, learning and performance, certification, scheduling, safety and compliance, and competency assessment needs. Provider Solutions products are used by healthcare organizations for provider credentialing, privileging, and enrollment needs. HealthStream’s primary customers include healthcare organizations and other participants in the healthcare industry.
Significant financial metrics for the second quarter of 2022 are set forth in the bullets below.
| • |
Revenues of $65.6 million in the second quarter of 2022, up 1% from $64.8 million in the second quarter of 2021. |
| • |
Operating income of $3.0 million in the second quarter of 2022, down 14% from $3.4 million in the second quarter of 2021. |
| • |
Net income of $3.1 million in the second quarter of 2022, up 26% from $2.4 million in the second quarter of 2021. |
| • |
Earnings per share (“EPS”) of $0.10 per share (diluted) in the second quarter of 2022 compared to $0.08 per share (diluted) in the second quarter of 2021. |
| • |
Adjusted EBITDA1 of $13.1 million in the second quarter of 2022, down 10% from $14.5 million in the second quarter of 2021.
|
| 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 report. |
COVID-19 Pandemic and Other Recent Developments
While the COVID-19 pandemic persists and remains a cause of uncertainty and potential volatility, public health conditions related to the pandemic have generally stabilized at the current time in the United States, and the impact of the pandemic on general economic conditions in the United States appears to have decreased. As the inflow of COVID patients with respect to healthcare organizations has become more manageable, certain areas of our business, such as our compliance and learning solutions, have begun to return to and, in some cases, even eclipse pre-pandemic norms. However, other parts of our business have continued to be negatively impacted by the ongoing impacts of the pandemic as well as current economic conditions. One of the more pronounced after-effects for our healthcare customers involves staffing challenges, including labor shortages and increased labor and staffing costs. In some instances, we believe that the pressures associated with these challenges continue to result in delayed sales for certain of our products, particularly those that are more elective in nature. However, we have recently begun to observe an increase in sales engagement with customers through both in-person and virtual meetings when compared to the height of the pandemic. Ultimately, we believe that our product offerings are well-positioned to help our healthcare customers successfully manage issues associated with onboarding, training, developing, engaging, and retaining employees—nurses in particular—and we remain dedicated to helping our customers overcome the challenges associated with the pandemic and ongoing economic conditions.
During the height of the pandemic, including in 2021, we experienced delayed and reduced bookings and renewals due to the pandemic. Given that we sell multiple year subscriptions to our solutions, the revenue impact of lost or delayed sales in a given period generally does not manifest until future periods, just as the revenue we recognize in a given period is generally the result of sales from a prior period. We believe that the delay in bookings from the height of the pandemic negatively impacted our revenue growth in the first half of 2022, and, to a lesser extent, will continue to negatively impact our revenue at least through the third quarter of 2022 and potentially throughout the remainder of the year. However, we also experienced increased bookings in the first half of 2022, which we believe will begin to benefit revenue that we will recognize in the latter half of 2022.
In addition, the U.S. economy has been experiencing various challenges, including recessionary concerns, ongoing inflation, significant disruptions to global supply networks, and challenging labor market conditions. In this regard, we have recently experienced, and believe that many of our customers have experienced, increased labor, supply chain, capital, and other expenditures associated with current inflationary pressures. These conditions impacting the U.S. economy and our customers in the healthcare industry may adversely impact our business and results of operations. However, as discussed above, we also believe that our product offerings are well positioned to help customers mitigate some of the negative impacts otherwise associated with current labor challenges as we continue to fulfill our vision of improving healthcare by developing the people who provide care.
Key Business Metrics
Our management utilizes the following financial and non-financial metrics in connection with managing our business.
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Revenues, net. Revenues, net, reflect income generated by the sales of goods and services related to our operations and, prior to the adoption of ASU 2021-08 on January 1, 2022, reflects deferred revenue write-downs associated with fair value accounting for acquired businesses. Revenues, net, were $65.6 million and $131.0 million for the three and six months ended June 30, 2022, respectively, compared to $64.8 million and $128.3 million for the three and six months ended June 30, 2021, respectively. Management utilizes revenue in connection with managing our business and believes that this metric provides useful information to investors as a key indicator of the growth and success of our products. |
| • |
Operating Income. Operating income represents the amount of profit realized from our operations and is calculated as the difference between revenues, net and operating costs and expenses. Operating income was $3.0 million and $7.0 million for the three and six months ended June 30, 2022, respectively, compared to $3.4 million and $6.7 million for the three and six months ended June 30, 2021, respectively. Management utilizes operating income in connection with managing our business and believes that this metric provides useful information to investors as a key indicator of profitability. |
| • |
Adjusted EBITDA. Adjusted EBITDA, calculated as set forth below under “Reconciliation of Non-GAAP Financial Measures,” is utilized by our management in connection with managing our business and provides useful information to investors because adjusted EBITDA reflects net income adjusted for certain GAAP accounting, non-cash and non-operating items, as more specifically set forth below, which may not 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 operations. Additionally, short-term cash incentive bonuses and certain performance-based equity award grants are based on the achievement of adjusted EBITDA (as defined in applicable bonus and equity grant documentation) targets. Adjusted EBITDA was $13.1 million and $27.1 million for the three and six months ended June 30, 2022, respectively, compared to $14.5 million and $28.1 million for the three and six months ended June 30, 2021, respectively. |
| • |
hStream Subscriptions. hStream subscriptions are determined as the number of subscriptions under contract for hStream, our emerging technology platform that enables healthcare organizations and their respective workforces to easily connect to and gain value from the growing HealthStream ecosystem of applications, tools, and content. Management utilizes hStream subscriptions in connection with managing our business and believes that this metric provides useful information to investors as a measure of our progress in growing the value of our customer base. At June 30, 2022, we had approximately 5.30 million contracted subscriptions to hStream, compared to 4.52 million as of June 30, 2021. |
Critical Accounting Policies and Estimates
The Company’s Condensed Consolidated Financial Statements are prepared in accordance with US GAAP. These accounting principles require us to make certain estimates, judgments, and assumptions during the preparation of our Financial Statements. We believe the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time they are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the Financial Statements, as well as the reported amounts of revenues and expenses during the periods presented and related disclosures. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, our Financial Statements will be affected.
The accounting policies and estimates that we believe are the most critical in fully understanding and evaluating our reported financial results include the following:
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Revenue recognition |
| • |
Accounting for income taxes |
| • |
Goodwill |
In many cases, the accounting treatment of a particular transaction is specifically dictated by US GAAP and does not require management’s judgment in its application. There are also areas where management’s judgment in selecting among available alternatives would not produce a materially different result. See Notes to the Consolidated Financial Statements in our 2021 Form 10-K and the Notes to the Condensed Consolidated Financial Statements herein which contain additional information regarding our accounting policies and other disclosures required by US GAAP. There have been no changes in our critical accounting policies and estimates from those reported in our 2021 Form 10-K.
Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021
Revenues, net. Revenues increased approximately $0.8 million, or 1%, to $65.6 million for the three months ended June 30, 2022 from $64.8 million for the three months ended June 30, 2021.
A comparison of revenues by business segment is as follows (in thousands):
| Three Months Ended June 30, |
||||||||||||
| Revenues by Business Segment: |
2022 |
2021 |
Percentage Change |
|||||||||
| Workforce Solutions |
$ | 52,474 | $ | 52,158 | 1 | % | ||||||
| Provider Solutions |
13,164 | 12,658 | 4 | % | ||||||||
| Total revenues, net |
$ | 65,638 | $ | 64,816 | 1 | % | ||||||
| % of Revenues |
||||||||||||
| Workforce Solutions |
80 | % | 80 | % | ||||||||
| Provider Solutions |
20 | % | 20 | % | ||||||||
Revenues for Workforce Solutions increased $0.3 million, or 1%, to $52.5 million for the three months ended June 30, 2022, from $52.2 million for the three months ended June 30, 2021. The Workforce Solutions segment experienced growth in several product categories, including contributions from recent acquisitions, partially offset by declines from the legacy resuscitation business of $0.9 million, as well as lower installed software license sales from the legacy portion of our Scheduling application suite.
Revenues for Provider Solutions increased $0.5 million, or 4%, to $13.2 million for the three months ended June 30, 2022, from $12.7 million for the three months ended June 30, 2021. Revenue growth was primarily attributable to new subscription revenues.
Cost of Revenues (excluding Depreciation and Amortization). Cost of revenues decreased $0.5 million, or 2%, to $22.2 million for the three months ended June 30, 2022, from $22.7 million for the three months ended June 30, 2021. Cost of revenues as a percentage of revenues was 34% and 35% for the three months ended June 30, 2022 and 2021, respectively.
Cost of revenues for Workforce Solutions decreased $1.0 million to $17.7 million for the three months ended June 30, 2022, compared to the prior year period and approximated 34% and 36% of revenues for Workforce Solutions for the three months ended June 30, 2022 and 2021, respectively. The decrease is primarily attributable to a lower royalties payable by us related to legacy resuscitation products, consistent with the reduction in these revenues. Cost of revenues for Provider Solutions increased $0.5 million to $4.5 million for the three months ended June 30, 2022, compared to the prior year period and approximated 34% and 31% of Provider Solutions revenues for the three months ended June 30, 2022 and 2021, respectively. The increase in amount is primarily associated with an increase in personnel, hosting, and software costs during the three months ended June 30, 2022.
Product Development. Product development expenses increased $0.3 million, or 2%, to $10.6 million for the three months ended June 30, 2022, from $10.3 million for the three months ended June 30, 2021. Product development expenses as a percentage of revenues were 16% for both the three months ended June 30, 2022 and 2021.
Product development expenses for Workforce Solutions decreased $8,000 to $8.8 million for the three months ended June 30, 2022, compared to the prior year period and approximated 17% of revenues for Workforce Solutions for both the three months ended June 30, 2022 and 2021. Personnel expenses and contract labor costs increased over the prior year, but were partially offset by an increase in labor capitalized for internally developed software. Product development expenses for Provider Solutions increased $0.3 million to $1.8 million for the three months ended June 30, 2022, compared to the prior year period and approximated 13% and 12% of revenues for Provider Solutions for the three months ended June 30, 2022 and 2021, respectively. The increase in product development expenses is primarily due to an increase in personnel costs compared to the prior year period.
Sales and Marketing. Sales and marketing expenses, including personnel costs, increased $1.4 million, or 15%, to $10.9 million for the three months ended June 30, 2022, from $9.5 million for the three months ended June 30, 2021. Sales and marketing expenses were 17% and 15% of revenues for the three months ended June 30, 2022 and 2021, respectively.
Sales and marketing expenses for Workforce Solutions increased $1.3 million to $8.8 million for the three months ended June 30, 2022, compared to the prior year period and approximated 17% and 14% of revenues for Workforce Solutions for the three months ended June 30, 2022 and 2021, respectively. The increase is primarily due to increases in personnel expenses, contract labor, marketing expenses, travel expense, and sales commissions. Sales and marketing expenses for Provider Solutions increased $0.2 million to $1.8 million for the three months ended June 30, 2022, compared to the prior year period and approximated 14% and 13% of revenues for Provider Solutions for the three months ended June 30, 2022 and 2021, respectively. The increase is primarily due to an increase in personnel expenses, increased software costs, the return of travel expense, and increased sales commissions. The unallocated corporate portion of sales and marketing expenses decreased $0.1 million to $0.3 million for the three months ended June 30, 2022, compared to the prior year period, primarily due to a reduction in personnel costs and marketing expenses.
Other General and Administrative Expenses. Other general and administrative expenses decreased $0.2 million, or 2%, to $9.6 million for the three months ended June 30, 2022, from $9.8 million for the three months ended June 30, 2021. Other general and administrative expenses were 15% of revenues for both the three months ended June 30, 2022 and 2021.
Other general and administrative expenses for Workforce Solutions decreased $0.5 million to $2.5 million for the three months ended June 30, 2022, compared to the prior year period and approximated 5% and 6% of Workforce Solutions revenues for the three months ended June 30, 2022 and 2021, respectively. The decrease is primarily due to reductions in facilities costs associated with closing certain leased satellite offices and a decrease in contract labor. Other general and administrative expenses for Provider Solutions increased $0.1 million to $1.0 million for the three months ended June 30, 2022, compared to the prior year period and approximated 7% of Provider Solutions revenues for both the three months ended June 30, 2022 and 2021. The unallocated corporate portion of other general and administrative expenses increased $0.2 million to $6.1 million for the three months ended June 30, 2022, compared to the prior year period primarily due to increases in software expense and employee recruitment expenses.
Depreciation and Amortization. Depreciation and amortization expense increased $0.3 million, or 3%, to $9.4 million for the three months ended June 30, 2022, from $9.1 million for the three months ended June 30, 2021. This increase is primarily a result of an increase in amortization associated with capitalized software.
Other Income (Loss), Net. Other income (loss), net was income of $0.7 million for the three months ended June 30, 2022, compared to a loss of $65,000 for the three months ended June 30, 2021. The increase is primarily a result of the $0.9 million gain recorded due to the change in fair value of our previously held minority interest in CloudCME that was remeasured upon acquiring the remaining ownership interest of CloudCME during the three months ended June 30, 2022.
Income Tax Provision. The Company recorded a provision for income taxes of $0.5 million for the three months ended June 30, 2022, compared to $0.9 million the three months ended June 30, 2021. The Company’s effective tax rate was 15% for the three months ended June 30, 2022, compared to 27% for the three months ended June 30, 2021. The Company’s effective tax rate primarily reflects the statutory corporate income tax rate, the net effect of state taxes, foreign income taxes, the effect of various permanent tax differences, and recognition of discrete tax items. During the three months ended June 30, 2022, the Company recorded discrete tax benefits of $0.2 million, which consisted primarily of a $0.2 million tax benefit associated with a nontaxable gain of $0.9 million recognized from the change in fair value of our previously held minority interest in CloudCME, LLC.
Net Income. Net income was $3.1 million and $2.4 million for the three months ended June 30, 2022 and 2021, respectively. Earnings per share (EPS) was $0.10 per share (diluted) and $0.08 per share (diluted) for the three months ended June 30, 2022 and 2021, respectively.
Adjusted EBITDA was $13.1 million for the three months ended June 30, 2022, compared to $14.5 million for the three months ended June 30, 2021. See “Reconciliation of Non-GAAP Financial Measures” below for our reconciliation of adjusted EBITDA to the most directly comparable measures under US GAAP and disclosure regarding why we believe adjusted EBITDA provides useful information to investors.
Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021
Revenues, net. Revenues increased approximately $2.7 million, or 2%, to $131.0 million for the six months ended June 30, 2022 from $128.3 million for the six months ended June 30, 2021.
A comparison of revenues by business segment is as follows (in thousands):
| Six Months Ended June 30, |
||||||||||||
| Revenues by Business Segment: |
2022 |
2021 |
Percentage Change |
|||||||||
| Workforce Solutions |
$ | 104,513 | $ | 103,405 | 1 | % | ||||||
| Provider Solutions |
26,492 | 24,879 | 6 | % | ||||||||
| Total revenues, net |
$ | 131,005 | $ | 128,284 | 2 | % | ||||||
| % of Revenues |
||||||||||||
| Workforce Solutions |
80 | % | 81 | % | ||||||||
| Provider Solutions |
20 | % | 19 | % | ||||||||
Revenues for Workforce Solutions increased $1.1 million, or 1%, over the first six months of 2021. Contributions from recent acquisitions and growth in other workforce solutions more than offset the expected decline in revenues from legacy resuscitation products of $2.6 million.
Revenues for Provider Solutions increased $1.6 million, or 6%, over the first six months of 2021. Revenue growth was primarily attributable to new subscription revenues.
Cost of Revenues (excluding Depreciation and Amortization). Cost of revenues decreased $1.3 million, or 3%, to $44.2 million for the six months ended June 30, 2022, from $45.5 million for the six months ended June 30, 2021. Cost of revenues as a percentage of revenues was 34% and 35% for the six months ended June 30, 2022 and 2021, respectively.
Cost of revenues for Workforce Solutions decreased $2.2 million to $35.3 million and approximated 34% and 36% of revenues for Workforce Solutions for the six months ended June 30, 2022 and 2021, respectively. The decrease in amount is primarily attributable to a lower royalties payable by us related to legacy resuscitation products, consistent with the reduction in these revenues. Cost of revenues for Provider Solutions increased $0.9 million to $8.9 million and approximated 34% and 32% of Provider Solutions revenues for the six months ended June 30, 2022 and 2021, respectively. The increase in amount is primarily associated with an increase in personnel costs, hosting, and software expense during the six months ended June 30, 2022.
Product Development. Product development expenses increased $1.1 million, or 6%, to $21.0 million for the six months ended June 30, 2022 from $19.9 million for the six months ended June 30, 2021. Product development expenses as a percentage of revenues were 16% and 15% of revenues for the six months ended June 30, 2022 and 2021, respectively.
Product development expenses for Workforce Solutions increased $0.6 million to $17.7 million and approximated 17% and 16% of revenues for Workforce Solutions for the six months ended June 30, 2022 and 2021, respectively. The increase is primarily associated with an increase in personnel costs, partially related to recent acquisitions, and contract labor, which was partially offset by an increase in labor capitalized for internally developed software. Additionally, the six months ended June 30, 2021 included a non-recurring, non-cash benefit related to the reduction of paid time off ("PTO") expense as a result of modifications to the Company's PTO policy. Product development expenses for Provider Solutions increased $0.5 million to $3.3 million and approximated 13% and 11% of revenues for Provider Solutions for the six months ended June 30, 2022 and 2021, respectively. The increase is primarily due to an increase in personnel costs.
Sales and Marketing. Sales and marketing expenses, including personnel costs, increased $2.8 million, or 15%, to $21.3 million for the six months ended June 30, 2022 from $18.5 million for the six months ended June 30, 2021. Sales and marketing expenses were 16% and 14% of revenues for the six months ended June 30, 2022 and 2021, respectively.
Sales and marketing expenses for Workforce Solutions increased $2.6 million to $17.2 million and approximated 16% and 14% of revenues for Workforce Solutions for the six months ended June 30, 2022 and 2021, respectively. The increase is primarily associated with increases in personnel costs, sales commissions, travel, and marketing expenses. Sales and marketing expenses for Provider Solutions increased $0.4 million to $3.6 million and approximated 13% of revenues for Provider Solutions for both the six months ended June 30, 2022 and 2021. The increase in amount is a result of increased personnel costs, software costs, travel, and sales commissions. The unallocated portion of sales and marketing expenses decreased $0.2 million to $0.5 million compared to the prior year period primarily due to a decrease in personnel costs and marketing expenses.
Other General and Administrative Expenses. Other general and administrative expenses decreased $0.6 million, or 3%, to $18.8 million for the six months ended June 30, 2022 from $19.4 million for the six months ended June 30, 2021. Other general and administrative expenses as a percentage of revenues were 14% and 15% of revenues for the six months ended June 30, 2022 and 2021, respectively.
Other general and administrative expenses for Workforce Solutions decreased $1.5 million to $4.6 million and approximated 4% and 6% of revenues for Workforce Solutions for the six months ended June 30, 2022 and 2021, respectively. The decrease is primarily due to reductions in facilities costs associated with closing certain leased satellite offices, lower transition service costs associated with prior acquisitions, including with regard to the end of our transition services agreement with Change Healthcare, which related to our acquisition of the Scheduling and Capacity Management business, and a decrease in contract labor. Other general and administrative expenses for Provider Solutions increased $0.3 million to $1.9 million and approximated 7% of revenues for Provider Solutions for both the six months ended June 30, 2022 and 2021. The increase in amount is primarily due to increased personnel costs. The unallocated corporate portion of other general and administrative expenses increased $0.6 million to $12.3 million compared to the first six months of 2021 primarily due to increased employee recruitment expenses as well as software expenses over the prior year period.
Depreciation and Amortization. Depreciation and amortization expense increased $0.4 million, or 2%, to $18.7 million for the six months ended June 30, 2022, from $18.3 million for the six months ended June 30, 2021. This increase is primarily a result of an increase in amortization associated with capitalized software.
Other Income (Loss), Net. Other income (loss), net was income of $0.4 million for the six months ended June 30, 2022, compared to a loss of $0.2 million for the six months ended June 30, 2021. The increase is primarily a result of the $0.9 million gain recorded due to the change in fair value of our previously held minority interest in CloudCME that was remeasured upon acquiring the remaining ownership interest of CloudCME during the six months ended June 30, 2022.
Income Tax Provision. The Company recorded a provision for income taxes of $1.4 million and $1.8 million for the six months ended June 30, 2022 and 2021, respectively. The Company’s effective tax rate was 19% for the six months ended June 30, 2022, compared to 28% for the six months ended June 30, 2021. The Company’s effective tax rate primarily reflects the statutory corporate income tax rate, the net effect of state taxes, foreign income taxes, the effect of various permanent tax differences, and recognition of discrete tax items. During the six months ended June 30, 2022, the Company recorded discrete tax benefits of $0.1 million, which consisted primarily of a $0.2 million tax benefit associated with a nontaxable gain of $0.9 million recognized from the change in fair value of our previously held minority interest in CloudCME, LLC. This tax benefit was partially offset by $0.1 million of excess tax deficiencies associated with stock-based awards. During the six months ended June 30, 2021, the Company recorded discrete tax expense a $0.2 million primarily related to purchase accounting adjustments and the impact of a state tax rate change enacted during the period.
Net Income. Net income was approximately $6.0 million and $4.7 million for the six months ended June 30, 2022 and 2021, respectively. Earnings per share (EPS) was $0.19 per share (diluted) and $0.15 per share (diluted) for the six months ended June 30, 2022 and 2021, respectively.
Adjusted EBITDA decreased $1.0 million to $27.1 million for the six months ended June 30, 2022, compared to $28.1 million for the six months ended June 30, 2021. This decrease resulted from the factors mentioned above. See “Reconciliation of Non-GAAP Financial Measures” below for our reconciliation of Adjusted EBITDA to the most directly comparable measure under US GAAP.
Reconciliation of Non-GAAP Financial Measures
This Quarterly Report on Form 10-Q presents adjusted EBITDA, which is a non-GAAP financial measure used by management in analyzing our financial results and ongoing operational performance.
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 (as discussed in greater detail below) and before interest, income taxes, stock-based compensation, depreciation and amortization, changes in fair value of non-marketable equity investments, and the de-recognition of non-cash expense resulting from the paid time off expense reduction in the first quarter of 2021 (“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 many investors to assess the Company’s ongoing operating performance and to compare the Company’s operating performance between periods. Additionally, short-term cash incentive bonuses and certain performance-based equity awards are based on the achievement of adjusted EBITDA (as defined in applicable bonus and equity grant documentation) 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. Prior to the Company early adopting ASU 2021-08 effective January 1, 2022, following the completion of any acquisition by the Company, the Company was required to record the acquired deferred revenue at fair value as defined in GAAP, which typically resulted in a write-down of the acquired deferred revenue. When the Company was required to record a write-down of deferred revenue, it resulted in lower recognized revenue, operating income, and net income in subsequent periods. Revenue for any such acquired business was deferred and was 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 would 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 businesses acquired prior to the January 1, 2022 effective date of the Company's adoption of ASU 2021-08 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. Following the adoption of ASU 2021-08, contracts acquired in an acquisition completed on or after January 1, 2022 will be measured as if the Company had originated the contract (rather than the contract being measured at fair value) such that, for such acquisitions, the Company will no longer record deferred revenue write-downs associated with acquired businesses (for acquisitions completed prior to January 1, 2022, the Company will continue to record deferred revenue write-downs associated with fair value accounting for periods on and after January 1, 2022 consistent with past practice). At the current time, the Company intends to continue to include an adjustment in the definition of adjusted EBITDA for the impact of deferred revenue write-downs from business acquired prior to January 1, 2022 given the ongoing impact of such deferred revenue on our financial results.
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 has limitations as analytical tools.
A reconciliation of adjusted EBITDA to the most directly comparable GAAP measure is set forth below (in thousands).
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2022 |
2021 |
2022 |
2021 |
|||||||||||||
| GAAP net income |
$ | 3,083 | $ | 2,441 | $ | 5,976 | $ | 4,732 | ||||||||
| Deferred revenue write-down |
83 | 1,231 | 177 | 2,852 | ||||||||||||
| Interest income |
(16 | ) | (22 | ) | (31 | ) | (40 | ) | ||||||||
| Interest expense |
33 | 33 | 65 | 65 | ||||||||||||
| Income tax provision |
549 | 925 | 1,415 | 1,847 | ||||||||||||
| Stock-based compensation expense |
917 | 782 | 1,691 | 1,398 | ||||||||||||
| Depreciation and amortization |
9,420 | 9,149 | 18,742 | 18,302 | ||||||||||||
| Change in fair value of non-marketable equity investments |
(943 | ) | — | (943 | ) | — | ||||||||||
| Non-cash paid time off expense |
— | — | — | (1,011 | ) | |||||||||||
| Adjusted EBITDA |
$ | 13,126 | $ | 14,539 | $ | 27,092 | $ | 28,145 | ||||||||
Liquidity and Capital Resources
Net cash provided by operating activities increased by $3.7 million to $28.0 million during the six months ended June 30, 2022, from $24.3 million during the six months ended June 30, 2021. This increase was primarily due to lower royalties paid by us compared to the prior year period and was partially offset by lower cash receipts and increased labor costs. Our days sales outstanding ("DSO") was 45 days for the second quarter of 2022 compared to 43 days for the second quarter of 2021. The Company calculates DSO by dividing the average accounts receivable balance for the quarter by average daily revenues for the quarter. The Company’s primary sources of cash were receipts generated from the sales of our products and services. The primary uses of cash to fund operations included 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.
Net cash used in investing activities was $14.0 million for the six months ended June 30, 2022, compared to $10.6 million for the six months ended June 30, 2021. During the six months ended June 30, 2022, the Company spent $3.9 million to acquire the remaining ownership interest in CloudCME on a net cash basis and spent $62,000 related to post-closing adjustments for prior acquisitions for a net cash outflow of $4.0 million for business combinations, invested in marketable securities of $2.0 million, made payments for capitalized software development of $11.8 million, and purchased property and equipment of $1.2 million. These uses of cash were partially offset by $5.0 million in maturities of marketable securities. During the six months ended June 30, 2021, the Company spent $2.0 million to acquire ComplyALIGN and on a net cash basis received $1.3 million of proceeds upon settling post-closing adjustments related to ANSOS and ShiftWizard acquisitions for a net cash outflow of $0.7 million for business combinations, invested in marketable securities of $5.2 million, made payments for capitalized software development of $10.3 million, purchased property and equipment of $2.4 million, and invested $1.8 million in non-marketable equity investments. These uses of cash were partially offset by $9.7 million in maturities of marketable securities.
Net cash used in financing activities was approximately $23.6 million for the six months ended June 30, 2022, compared to $0.4 million for the six months ended June 30, 2021. The uses of cash for the six months ended June 30, 2022 included $23.1 million for repurchases of common stock and $0.5 million for the payment of employee payroll taxes in relation to the vesting of restricted share units. The uses of cash for the six months ended June 30, 2021 primarily included $0.4 million for the payment of employee payroll taxes in relation to the vesting of restricted share units.
Our balance sheet reflects negative working capital of $9.6 million at June 30, 2022, compared to positive working capital of $6.5 million at December 31, 2021. The decrease in working capital is primarily a result of a reduction in cash to fund the acquisition of CloudCME, repurchases of common stock and an increase in deferred revenue. The Company’s primary source of liquidity as of June 30, 2022 was $37.2 million of cash and cash equivalents and $2.0 million of marketable securities. The Company also has a $65.0 million revolving credit facility, all of which was available for additional borrowing at June 30, 2022. The revolving credit facility expires on October 28, 2023, unless earlier renewed or amended.
On November 30, 2021, the Company's Board of Directors authorized a share repurchase program to repurchase up to $20.0 million of the Company's outstanding shares of common stock. The share repurchase program concluded on March 8, 2022, when the maximum dollar amount authorized under the program was expended. Under this program, the Company repurchased a total of 853,023 shares in open market purchases at an aggregate value of $20.0 million, reflecting an average price per share of $23.45 (excluding the cost of broker commissions). During the six months ended June 30, 2022, the Company repurchased 649,739 shares pursuant to this share repurchase program at an aggregate fair value of $14.9 million, based on an average price per share of $22.92 (excluding the cost of broker commissions).
On March 14, 2022, the Company's Board of Directors approved an expansion of the Company's share repurchase program by authorizing the repurchase of up to an additional $10.0 million of the Company's outstanding shares of common stock. The share repurchase program is scheduled to terminate on the earlier of March 13, 2023, or when the maximum dollar amount has been expended. During the six months ended June 30, 2022, the Company repurchased 402,050 shares pursuant to this share repurchase program at an aggregate fair value of $8.1 million, based on an average price per share of $20.19 (excluding the cost of broker commissions).
We believe that our existing cash and cash equivalents, marketable securities, cash generated from operations, and available borrowings under our revolving credit facility will be sufficient to meet anticipated working capital needs, new product development, and capital expenditures for at least the next 12 months and for the foreseeable future thereafter.
In addition, the Company’s growth strategy includes acquiring businesses or making strategic investments in businesses that complement or enhance our business. It is anticipated that future acquisitions or strategic investments, if any, would be effected through cash consideration, stock consideration, or a combination of both. The issuance of our stock as consideration for an acquisition or to raise additional capital could have a dilutive effect on earnings per share and could adversely affect our stock price. Our revolving credit facility contains financial covenants and availability calculations designed to set a maximum leverage ratio of outstanding debt to adjusted EBITDA and an interest coverage ratio of adjusted EBITDA to interest expense. Therefore, the maximum borrowings against our revolving credit facility would be dependent on the covenant calculations at the time of borrowing. As of June 30, 2022, we were in compliance with all covenants. There can be no assurance that amounts available for borrowing under our revolving credit facility will be sufficient to consummate any possible acquisitions, 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.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to market risk from changes in interest rates, foreign currency risk, and investment risk. We do not have any commodity price risk.
Interest Rate Risk
As of June 30, 2022, and during the three months then ended, the Company had no outstanding debt. We may become subject to interest rate market risk associated with any future borrowings under our revolving credit facility. The interest rate under the revolving credit facility varies depending on the interest rate option selected by the Company plus a margin determined in accordance with a pricing grid. We are also exposed to market risk with respect to our cash and investment balances, which approximated $39.2 million at June 30, 2022. Assuming a hypothetical 10% decrease in interest rates for invested balances, interest income from cash and investments would decrease on an annualized basis by approximately $6,000.
Foreign Currency Risk
We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the US dollar, including Canadian dollar, New Zealand dollar, and Australian dollar. Increases or decreases in our foreign-denominated revenue from movements in foreign exchange rates are often partially offset by the corresponding increases or decreases in our foreign-denominated operating expenses.
To the extent that our international operations grow, our risks associated with fluctuation in currency rates will become greater, and we will continue to assess our approach to managing this risk. In addition, currency fluctuations or a weakening US dollar can increase the costs of our international operations. To date, we have not entered into any foreign currency hedging contracts although we may do so in the future.
Investment Risk
The Company’s investment policy and strategy is focused on investing in highly rated securities with the objective of minimizing the potential risk of principal loss. The Company’s policy limits the amount of credit exposure to any single issuer and sets limits on the average portfolio maturity.
We have an investment portfolio that includes strategic investments in privately held companies, which primarily include early-stage companies. We primarily invest in healthcare technology companies that we believe can help expand our ecosystem. We may continue to make these types of strategic investments as opportunities arise that we find attractive. We may experience additional volatility to our Consolidated Financial Statements due to changes in market prices, observable price changes, and impairments to our strategic investments. These changes could be material based on market conditions and events.
The above market risk discussion and the estimated amounts presented are forward-looking statements of market risk assuming the occurrence of certain adverse market conditions. Actual results in the future may differ materially from those projected as a result of actual developments in the market.
Item 4. Controls and Procedures
Evaluation of 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 the end of the period covered by this Quarterly Report. Based on that evaluation, the chief executive officer and principal financial officer have concluded that 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 SEC’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 chief executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in HealthStream’s internal control over financial reporting that occurred during the second quarter of 2022 that has materially affected, or that is reasonably likely to materially affect, HealthStream’s internal control over financial reporting.
There have been no material changes to the risk factors previously disclosed in the 2021 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In connection with the Company’s acquisition of the remaining ownership interest of CloudCME as set forth above, the Company issued 208,567 shares of the Company’s common stock at the closing of such acquisition on May 18, 2022, which shares had a value of $4.1 million at the closing. These shares were issued to CloudCME's founder Karl Wilkens as partial payment of the purchase price to Mr. Wilkens in exchange for his ownership interest as noted above. These shares were issued in a private placement in reliance upon the exemption set forth in Section 4(a)(2) of the Securities Act.
On March 14, 2022, the Company announced an expansion of the share repurchase program authorized by the Company’s Board of Directors under which the Company may purchase up to an additional $10.0 million of its common stock. Pursuant to this authorization, repurchases may be made in the open market, including under a Rule 105b-1 plan, through privately negotiated transactions, or otherwise. Under this program, during the first six months of 2022 the Company repurchased 402,050 shares at an aggregate fair value of $8.1 million, reflecting an average price per share of $20.19 (excluding the cost of broker commissions). In addition, any future repurchases under the authorization will be subject to prevailing market conditions, liquidity and cash flow considerations, applicable securities laws requirements (including under Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as applicable), and other factors. The share repurchase program is scheduled to terminate on the earlier of March 13, 2023 or when the maximum dollar amount has been expended.
The table below sets forth activity under the stock repurchase plan for the three months ended June 30, 2022.
| Period |
(a) Total number of shares (or units) purchased |
(b) Average price paid per share (or unit)(1) |
(c) Total number of shares (or units) purchased as part of publicly announced plans or programs |
(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs |
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| Month #1 (April 1 - April 30) |
126,765 | $ | 19.88 | 126,765 | $ | 2,500,020 | ||||||||||
| Month #2 (May 1 - May 31) |
26,722 | 18.98 | 26,722 | 1,992,953 | ||||||||||||
| Month #3 (June 1 - June 30) |
5,916 | 18.98 | 5,916 | 1,880,642 | ||||||||||||
| Total |
159,403 | $ | 19.70 | 159,403 | $ | 1,880,642 | ||||||||||
| (1) |
The weighted average price paid per share of common stock does not include the cost of broker commissions. |
| (a) |
Exhibits |
| 10.1 (1) | HealthStream, Inc. 2022 Omnibus Incentive Plan |
| 31.1 |
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| 31.2 |
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| 32.1 |
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| 32.2 |
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| 101.1 INS |
Inline XBRL Instance Document – The instant document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.1 SCH |
Inline XBRL Taxonomy Extension Schema |
| 101.1 CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase |
| 101.1 DEF |
Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.1 LAB |
Inline XBRL Taxonomy Extension Label Linkbase |
| 101.1 PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase |
| 104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, has been formatted in Inline XBRL |
| Management contract of compensatory plan or arrangement | |
| (1) | Incorporated by reference from exhibit 10.1 filed on our Current Report on Form 8-K dated May 31, 2022. |
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. |
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| July 28, 2022 | By: |
/s/ Scott A. Roberts |
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| Scott A. Roberts |
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| Chief Financial Officer |
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EXHIBIT 31.1
CERTIFICATION
I, Robert A. Frist, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of HealthStream, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The 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.
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Date: July 28, 2022 |
/s/ Robert A. Frist, Jr. |
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Robert A. Frist, Jr. |
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Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION
I, Scott A. Roberts, certify that:
1. I have reviewed this quarterly report on Form 10-Q of HealthStream, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The 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.
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Date: July 28, 2022 |
/s/ Scott A. Roberts |
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Scott A. Roberts |
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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
In connection with the Quarterly Report of HealthStream, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Robert A. Frist, Jr., Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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/s/ Robert A. Frist, Jr. |
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Robert A. Frist, Jr. |
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Chief Executive Officer |
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July 28, 2022 |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of HealthStream, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Scott A. Roberts, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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/s/ Scott A. Roberts |
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Scott A. Roberts |
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Chief Financial Officer |
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July 28, 2022 |