hstm20240311_8k.htm
false 0001095565 0001095565 2024-04-22 2024-04-22
 


 
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): April 22, 2024 (April 22, 2024)
 

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)
 
Registrants 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. ☐ 
 
 

 
Item 2.02 Results of Operations and Financial Condition.
 
On April 22, 2024, HealthStream, Inc. (the “Company”) issued a press release announcing results of operations for the first quarter ended March 31, 2024 and reaffirming guidance for the full year 2024, the text of which is set forth in Exhibit 99.1.
 
Item 7.01 Regulation FD Disclosure.
 
On April 22, 2024 the Company issued a press release announcing results of operations for the first quarter ended March 31, 2024 and reaffirming guidance for the full year 2024, the text of which is set forth in Exhibit 99.1.
 
Item 8.01 Other Events.
 
On April 22, 2024, we announced that our Board of Directors declared a quarterly cash dividend under the Company's dividend policy in the amount of $0.028 per share of the Company’s outstanding common stock, which dividend will be payable on May 17, 2024 to holders of record on May 6, 2024.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
Number
 
Description
99.1*
 
     
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
*
Furnished herewith.
 
 

 
Exhibit Index
 
Exhibit
Number
 
Description
99.1*
 
     
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
*
Furnished herewith.
 
 

 
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: April 22, 2024
 
By:
/s/ Scott A. Roberts
     
Scott A. Roberts
     
Chief Financial Officer
 
 
ex_637743.htm

 

HealthStream Announces First Quarter 2024 Results

Page 1

April 22, 2024

Exhibit 99.1
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Contact: 

Scott A. Roberts

   

Chief Financial Officer

   

(615) 301-3182

   

ir@healthstream.com

     
   

Media:

   

Mollie Condra, Ph.D.

   

Vice President,

   

Investor Relations &   

   

Communications

   

(615) 301-3237

   

mollie.condra@healthstream.com

 

HEALTHSTREAM ANNOUNCES FIRST QUARTER 2024 RESULTS

 

NASHVILLE, Tenn. (April 22, 2024)— HealthStream, Inc. (the "Company") (Nasdaq: HSTM), a leading healthcare technology platform for workforce solutions, announced today results for the first quarter ended March 31, 2024.

 

First Quarter 2024

 

Revenues of $72.8 million in the first quarter of 2024, up 6% from $68.9 million in the first quarter of 2023

 

Operating income of $5.7 million in the first quarter of 2024, up 97% from $2.9 million in the first quarter of 2023

 

Net income of $5.2 million in the first quarter of 2024, up 99% from $2.6 million in the first quarter of 2023

 

Earnings per share (EPS) of $0.17 per share (diluted) in the first quarter of 2024, up from $0.09 per share (diluted) in the first quarter of 2023

 

Adjusted EBITDA1 of $17.1 million in the first quarter of 2024, up 24% from $13.7 million in the first quarter of 2023

 

Board of Directors declared a quarterly cash dividend of $0.028 per share, payable on May 17, 2024 to holders of record on May 6, 2024

 

Financial Results:  

First Quarter 2024 Compared to First Quarter 2023

Revenues for the first quarter of 2024 increased by $3.8 million, or six percent, to $72.8 million, compared to $68.9 million for the first quarter of 2023. Subscription revenues increased $4.2 million, or six percent, and professional services revenues declined by $0.4 million.

 

Operating income was $5.7 million for the first quarter of 2024, up 97 percent from $2.9 million in the first quarter of 2023. The improvement in operating income was primarily attributable to increased revenues, a reduction in labor costs (primarily resulting from $1.0 million of severance charges incurred during the first quarter of 2023 in connection with the Company's restructuring under a single platform strategy), a decrease in professional fees, and an increase in capitalized labor associated with software development activities, which were partially offset by increases in software, cloud hosting expenses, royalties, amortization, and general marketing expenses.

 


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.


 

 

HealthStream Announces First Quarter 2024 Results

Page 2

April 22, 2024

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Net income was $5.2 million in the first quarter of 2024, up 99 percent from $2.6 million in the first quarter of 2023, and EPS was $0.17 per share (diluted) in the first quarter of 2024, up from $0.09 per share (diluted) in the first quarter of 2023. Net income and EPS for the first quarter of 2023 were negatively impacted by severance charges recognized in the amounts of $0.8 million and $0.03 per share (diluted), respectively, in connection with the 2023 restructuring discussed above.

 

Adjusted EBITDA was $17.1 million for the first quarter of 2024, up 24 percent from $13.7 million in the first quarter of 2023

 

At March 31, 2024, the Company had cash and cash equivalents and marketable securities of $83.7 million. The Company does not have any outstanding indebtedness for borrowed money. Capital expenditures incurred during the first quarter of 2024 were $6.9 million.

  

Other Business Updates

On September 13, 2023, the Company announced a share repurchase program under which the Company was authorized to repurchase up to $10.0 million of its outstanding shares of common stock. Pursuant to this authorization, the Company repurchased shares valued at an aggregate of $8.9 million, with no shares repurchased during the three months ended March 31, 2024. The program expired on March 31, 2024.

 

On April 22, 2024, the Board approved a quarterly cash dividend under the Company's dividend policy of $0.028 per share, payable on May 17, 2024 to holders of record on May 6, 2024.

 

Financial Outlook for 2024

The Company reaffirms its guidance for 2024 for the measures set forth below as previously announced on February 19, 2024. 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 2024, see the table included on page nine of this release.

 

   

Full Year 2024 Guidance

      Low         High    

Revenue

  $ 292.0  

-

  $ 296.0  

million

                     

Adjusted EBITDA1

  $ 64.5  

-

  $ 67.5  

million

                     

Capital Expenditures

  $ 28.0  

-

  $ 30.0  

million

 

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 2024 as set forth above reflects the Company’s assumptions regarding, among other things, expectations for new sales and renewals, and assumes that general economic conditions, including inflationary pressures, do not deteriorate. This consolidated guidance does not include the impact of any acquisitions that we may complete during 2024, gains or losses from changes in the fair value of minority investments, or impairment of long-lived assets.

 

 

HealthStream Announces First Quarter 2024 Results

Page 3

April 22, 2024

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Commenting on first quarter 2024 results, Robert A. Frist, Jr., Chief Executive Officer, HealthStream, said, “We were pleased to achieve record quarterly revenues, record adjusted EBITDA, and a strong quarter overall, giving us confidence to reiterate our previously announced financial guidance. We believe our workforce solutions are well-aligned with the current industry focus to engage, retain, and develop the healthcare workforce.”

 

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, April 23, 2024, at 9:00 a.m. (ET). Participants may access the conference call live via webcast using this link: https://edge.media-server.com/mmc/p/qb8uq3o7. To participate via telephone, please register in advance using this link: https://register.vevent.com/register/BI99e7a8ec23464d6b8234f2b518bc2799. A replay of the conference call and webcast will be archived on the Company’s website in the Investor Relations section under “Events & Presentations.”

 

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. In order to better assess the Company’s financial results, management believes that net income before interest, income taxes, stock-based compensation, depreciation and amortization, and changes in fair value of, including gains (losses) on the sale of, non-marketable equity investments (“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/or non-operating items which may not, in any such case, fully reflect the underlying operating performance of our business. In addition, as discussed below, for periods ended on or prior to December 31, 2023, adjusted EBITDA excludes the impact of the deferred revenue write-downs associated with fair value accounting for acquired businesses. We 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, certain short-term cash incentive bonuses and performance-based equity awards are based on the achievement of adjusted EBITDA (as defined in applicable bonus and equity grant documentation) targets.

 

As previously disclosed, 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.  In connection therewith, management determined 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 (the “Pre-2022 Acquisitions”) provided useful information to investors because the deferred revenue write-down recognized in periods after any such Pre-2022 Acquisitions could, 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. Following the adoption of ASU 2021-08, contracts acquired in an acquisition completed on or after January 1, 2022 have been 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 no longer records deferred revenue write-downs associated with acquired businesses.  With respect to periods ended on or prior to December 31, 2023, the Company has included an adjustment in the calculation of adjusted EBITDA for the impact of deferred revenue write-downs associated with the Pre-2022 Acquisitions consistent with this prior accounting standard, given the ongoing impact of such deferred revenue on our financial results under GAAP over this time period.  With respect to periods beginning on and after January 1, 2024, the Company is no longer recognizing any deferred revenue write-downs associated with the Pre-2022 Acquisitions under GAAP, and accordingly such deferred revenue write-downs are no longer an adjustment in connection with the calculation of adjusted EBITDA for periods beginning on and after January 1, 2024.

 

 

HealthStream Announces First Quarter 2024 Results

Page 4

April 22, 2024

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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 an analytical tool.

 

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.

 

About HealthStream

HealthStream (Nasdaq: HSTM) is the healthcare industry’s largest ecosystem of platform-delivered workforce solutions that empowers healthcare professionals to do what they do best: deliver excellence in patient care. For more information about HealthStream, visit www.healthstream.com or call 800-521-0574. 

 

 

HealthStream Announces First Quarter 2024 Results

Page 5

April 22, 2024

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HEALTHSTREAM, INC.

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

 

   

Three Months Ended

 
   

March 31, 2024

   

March 31, 2023

 

Revenues, net

  $ 72,760     $ 68,946  

Operating costs and expenses:

               

Cost of revenues (excluding depreciation and amortization)

    24,617       23,856  

Product development

    12,032       11,680  

Sales and marketing

    11,773       11,728  

Other general and administrative expenses

    8,312       8,865  

Depreciation and amortization

    10,336       9,926  

Total operating costs and expenses

    67,070       66,055  
                 

Operating income

    5,690       2,891  
                 

Other income, net

    853       250  
                 

Income before income tax provision

    6,543       3,141  

Income tax provision

    1,316       518  

Net income

  $ 5,227     $ 2,623  
                 

Net income per share:

               

Basic

  $ 0.17     $ 0.09  

Diluted

  $ 0.17     $ 0.09  
                 

Weighted average shares of common stock outstanding:

               

Basic

    30,313       30,591  

Diluted

    30,418       30,659  

Dividends declared per share

  $ 0.028     $ 0.025  

 

 

HealthStream Announces First Quarter 2024 Results

Page 6

April 22, 2024

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HEALTHSTREAM, INC.

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

   

March 31,

   

December 31,

 
   

2024

   

2023

 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 52,407     $ 40,333  

Marketable securities

    31,265       30,800  

Accounts and unbilled receivables, net

    44,054       38,446  

Prepaid and other current assets

    19,663       20,631  

Total current assets

    147,389       130,210  
                 

Capitalized software development, net

    41,118       40,643  

Property and equipment, net

    12,537       13,005  

Operating lease right of use assets, net

    19,483       20,114  

Goodwill and intangible assets, net

    255,522       259,410  

Deferred commissions

    30,671       31,700  

Other assets

    4,885       4,860  

Total assets

  $ 511,605     $ 499,942  
                 

LIABILITIES AND SHAREHOLDERS’ EQUITY

               

Current liabilities:

               

Accounts payable, accrued, and other liabilities

  $ 27,802     $ 34,738  

Deferred revenue

    98,268       83,623  

Total current liabilities

    126,070       118,361  

Deferred tax liabilities

    16,868       16,132  

Deferred revenue, noncurrent

    2,076       2,169  

Operating lease liability, noncurrent

    19,484       20,247  

Other long-term liabilities

    2,253       2,281  

Total liabilities

    166,751       159,190  
                 

Shareholders’ equity:

               

Common stock

    249,280       249,075  

Accumulated other comprehensive loss

    (1,172 )     (691 )

Retained earnings

    96,746       92,368  

Total shareholders’ equity

    344,854       340,752  

Total liabilities and shareholders' equity

  $ 511,605     $ 499,942  

 

 

HealthStream Announces First Quarter 2024 Results

Page 7

April 22, 2024

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HEALTHSTREAM, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

   

Three Months Ended

 
   

March 31,

   

March 31,

 
   

2024

   

2023

 

Operating activities:

               

Net income

  $ 5,227     $ 2,623  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    10,336       9,926  

Stock-based compensation

    1,060       945  

Amortization of deferred commissions

    2,957       2,712  

Deferred income taxes

    771       800  

Provision for credit losses

    174       209  

Loss on equity method investments

    31       127  

Other

    (346 )     (85 )

Changes in assets and liabilities:

               

Accounts and unbilled receivables

    (5,782 )     (4,787 )

Prepaid and other assets

    (1,783 )     (2,750 )

Accounts payable, accrued, and other liabilities

    (6,259 )     (3,683 )

Deferred revenue

    14,552       14,504  

Net cash provided by operating activities

    20,938       20,541  
                 

Investing activities:

               

Business combinations, net of cash acquired

          (6,621 )

Changes in marketable securities

    (124 )     (1,850 )

Proceeds from sale of non-marketable equity investments

    765        

Purchases of property and equipment

    (742 )     (879 )

Payments associated with capitalized software development

    (7,019 )     (7,566 )

Net cash used in investing activities

    (7,120 )     (16,916 )
                 

Financing activities:

               

Taxes paid related to net settlement of equity awards

    (855 )     (791 )

Payment of cash dividends

    (849 )      

Net cash used in financing activities

    (1,704 )     (791 )
                 

Effect of exchange rate changes on cash and cash equivalents

    (40 )     (21 )

Net increase in cash and cash equivalents

    12,074       2,813  

Cash and cash equivalents at beginning of period

    40,333       46,023  

Cash and cash equivalents at end of period

  $ 52,407     $ 48,836  

 

 

HealthStream Announces First Quarter 2024 Results

Page 8

April 22, 2024

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

Operating Results Summary

(In thousands)

(Unaudited)

 

   

Three Months Ended March 31,

 
   

2024

   

2023

 

Net income

  $ 5,227     $ 2,623  

Deferred revenue write-down

          50  

Interest income

    (904 )     (363 )

Interest expense

    24       33  

Income tax provision

    1,316       518  

Stock-based compensation expense

    1,060       945  

Depreciation and amortization

    10,336       9,926  

Adjusted EBITDA

  $ 17,059     $ 13,732  

 

(1) This press release presents adjusted EBITDA, which is a non-GAAP financial measure used by management in analyzing its financial results and ongoing operational performance.

 

 

HealthStream Announces First Quarter 2024 Results

Page 9

April 22, 2024

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Reconciliation of GAAP to Non-GAAP Financial Measures

Financial Outlook for 2024

(In thousands)

(Unaudited)

 

   

Low

   

High

 

Net income

  $ 14,500     $ 16,500  

Interest income

    (2,400 )     (2,600 )

Interest expense

    100       100  

Income tax provision

    5,200       5,800  

Stock-based compensation expense

    4,800       5,000  

Depreciation and amortization

    42,300       42,700  

Adjusted EBITDA

  $ 64,500     $ 67,500  

 

 

HealthStream Announces First Quarter 2024 Results

Page 10

April 22, 2024

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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 2024 and our quarterly dividend policy, that involve risks and uncertainties regarding HealthStream. These statements are based upon managements 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 as a result of negative economic conditions, ongoing inflationary and recessionary pressures, geopolitical instability (including as the result of the Russia/Ukraine conflict, the conflict in the Middle East, and the potential expansion of such conflicts), legal requirements and contractual restrictions which may affect continuation of our quarterly cash dividend policy and the declaration and/or payment of dividends thereunder, which may be modified, suspended, or canceled in any manner and at any time that our Board may deem necessary or appropriate, as well as risks referenced in the Companys Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 26, 2024, and in the Companys 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 Companys 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 managements 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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