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HSTM > SEC Filings for HSTM > Form 10-Q on 30-Apr-2013All Recent SEC Filings

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Form 10-Q for HEALTHSTREAM INC


30-Apr-2013

Quarterly Report


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, 2012, appearing in our Annual Report on Form 10-K that was filed with the Securities and Exchange Commission ("SEC") on March 1, 2013, (the "2012 Form 10-K"). Statements contained in this Quarterly Report on Form 10-Q that are not historical fact 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 and the information set forth under the caption "Item 1A. Risk Factors" in our 2012 Form 10-K and the information regarding forward-looking statements in our earnings releases, as well as other cautionary statements contained elsewhere in this report, including the matters discussed in "Critical Accounting Policies and Estimates." We undertake no obligation beyond that required by law to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. 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 expect.

Overview

HealthStream provides Internet-based learning, talent management and research solutions for healthcare organizations-all designed to assess and develop the people that deliver patient care which, in turn, supports the improvement of business and clinical outcomes. Our learning and talent management products are used by healthcare organizations to meet a broad range of their training, certification, assessment and development needs, while our research products provide our customers information about patients' experiences, workforce engagement, physician relations, and community perceptions of their services. HealthStream's customers include healthcare organizations, pharmaceutical and medical device companies, and other participants in the healthcare industry.

Key financial indicators for the first quarter of 2013 include:

• Revenues of $29.6 million in the first quarter of 2013, up 25% from revenues of $23.7 million in the first quarter of 2012

• Operating income of $3.2 million in the first quarter of 2013, up 36% from operating income of $2.3 million in the first quarter of 2012

• Net income of $1.9 million in the first quarter of 2013, up 37% from net income of $1.4 million in the first quarter of 2012, and earnings per share (EPS) of $0.07 per share (diluted) in the first quarter of 2013, up from EPS of $0.05 per share (diluted) in the first quarter of 2012

• Adjusted EBITDA(1) of $5.4 million in the first quarter of 2013, up 30% from $4.1 million in the first quarter of 2012

• Annualized revenue per implemented subscriber(2) of $28.47 in the first quarter of 2013, up 16% from $24.65 in the first quarter of 2012

(1) - Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of adjusted EBITDA to net income is included in this report.

(2) - Annualized revenue per implemented subscriber represents the quarter's revenue for internet-based subscription products, annualized, then divided by the quarter's average total implemented subscribers.

Critical Accounting Policies and Estimates

The Company's condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (US GAAP). These accounting principles require us to make certain estimates, judgments and assumptions during the preparation of our financial statements. We believe the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected.


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The accounting policies and estimates that we believe are the most critical in fully understanding and evaluating our reported financial results include the following:

• Revenue recognition

• Accounting for income taxes

• Software development costs

• Goodwill, intangibles, and other long-lived assets

• Allowance for doubtful accounts

• Stock based compensation

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 Consolidated Financial Statements in our 2012 Form 10-K, which contains additional information regarding our accounting policies and other disclosures required by US GAAP. There have been no changes in our critical accounting policies and estimates from those reported in our 2012 Form 10-K.

Three Months Ended March 31, 2013 Compared to Three Months Ended March 31, 2012

Revenues, net. Revenues increased approximately $5.9 million, or 25.2%, to $29.6 million for the three months ended March 31, 2013 from $23.7 million for the three months ended March 31, 2012. Revenues for 2013 consisted of $23.1 million, or 78% of total revenue, for HealthStream Learning & Talent Management and $6.5 million, or 22% of total revenue, for HealthStream Research. In 2012, revenues consisted of $17.8 million, or 75% of total revenue, for HealthStream Learning & Talent Management and $5.9 million, or 25% of total revenue, for HealthStream Research.

Revenues for HealthStream Learning & Talent Management increased $5.3 million, or 30.0%, over the first quarter of 2012. Revenues from our Internet-based subscription learning and talent management products increased by $5.1 million, or 31.8%, over the prior year first quarter due to a higher number of subscribers and more courseware consumption by subscribers. Our subscriber base increased to 3.03 million fully-implemented subscribers and 3.17 million contracted subscribers at March 31, 2013 compared to 2.66 million fully-implemented subscribers and 2.79 million contracted subscribers at March 31, 2012. Revenues from SimVentures, our collaborative arrangement with Laerdal Medical, increased by $53,000 and approximated $427,000 during the first quarter of 2013 compared to $374,000 during the first quarter of 2012. Revenues from project-based services decreased by $421,000 compared to the prior year first quarter due to fewer engagements. Revenues for the first quarter of 2012 included approximately $300,000 of registration fees from our customer Summit, while the first quarter of 2013 does not contain any revenues for Summit, which is scheduled for the fourth quarter of 2013.

Revenues for HealthStream Research increased $630,000, or 10.7%, over the first quarter of 2012. Revenues from Patient Insights™ surveys, our survey research product that generates recurring revenues, increased by $607,000, or 12.6%, over the prior year first quarter. Revenues from other surveys, which are conducted on annual or bi-annual cycles, increased slightly over the prior year first quarter.

Cost of Revenues (excluding depreciation and amortization). Cost of revenues increased approximately $2.9 million, or 30.8%, to $12.5 million for the three months ended March 31, 2013 from $9.6 million for the three months ended March 31, 2012. Cost of revenues as a percentage of revenues was 42.2% of revenues for the three months ended March 31, 2013 compared to 40.4% of revenues for the three months ended March 31, 2012. Cost of revenues for HealthStream Learning & Talent Management increased approximately $2.2 million to $8.5 million and approximated 36.9% and 35.7% of revenues for HealthStream Learning & Talent Management for the three months ended March 31, 2013 and 2012, respectively. The increase is primarily associated with increased royalties paid by us resulting from growth in courseware subscription revenues and increased personnel costs, but was partially offset by lower costs associated with project-based services. Cost of revenues for HealthStream Research increased approximately $767,000 to $4.0 million and approximated 61.3% and 54.8% of revenues for HealthStream Research for the three months ended March 31, 2013 and 2012, respectively. The increase in both amount and as a percentage of revenue is primarily the result of additional costs associated with the growth in patient survey volume over the prior year first quarter.

Product Development. Product development expenses increased approximately $738,000, or 39.5%, to $2.6 million for the three months ended March 31, 2013 from $1.9 million for the three months ended March 31, 2012. Product development expenses as a percentage of revenues were 8.8% and 7.9% of revenues for the three months ended March 31, 2013 and 2012, respectively.

Product development expenses for HealthStream Learning & Talent Management increased approximately $789,000 and approximated 9.8% and 8.3% of revenues for HealthStream Learning & Talent Management for the three months ended March 31, 2013 and 2012, respectively. The increase is due to additional personnel expenses associated with the maintenance of our platform, as well as working on new product development initiatives. Product development expenses for HealthStream Research decreased approximately $51,000 and approximated 5.3% and 6.7% of revenues for HealthStream Research for the three months ended March 31, 2013 and 2012, respectively.

Sales and Marketing. Sales and marketing expenses, including personnel costs, decreased approximately $337,000, or 6.1%, to $5.2 million for the three months ended March 31, 2013 from $5.5 million for the three months ended March 31, 2012. The decrease was partially due to the timing of our customer Summit, which was held in the first quarter of 2012, but is scheduled for the fourth quarter of 2013. Sales and marketing expenses for the first quarter of 2012 included approximately $870,000 of expenses associated with Summit. Sales and marketing expenses were 17.5% and 23.4% of revenues for the three months ended March 31, 2013 and 2012, respectively.


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Sales and marketing expenses for HealthStream Learning & Talent Management decreased $239,000 and approximated 16.6% and 22.9% of revenues for HealthStream Learning & Talent Management for the three months ended March 31, 2013 and 2012, respectively. This decrease was associated with the timing of our customer Summit, but was partially offset by additional personnel and related expenses and increased commissions associated with higher sales performance compared to the prior year first quarter. Sales and marketing expenses for HealthStream Research decreased approximately $90,000, and approximated 19.4% and 23.0% of revenues for HealthStream Research for the three months ended March 31, 2013 and 2012, respectively. The expense decrease was primarily due to the costs associated with our customer Summit, but was partially offset by increased commissions.

Other General and Administrative Expenses. Other general and administrative expenses increased approximately $1.5 million, or 51.5%, to $4.3 million for the three months ended March 31, 2013 from $2.8 million for the three months ended March 31, 2012. Other general and administrative expenses as a percentage of revenues were 14.4% and 11.9% of revenues for the three months ended March 31, 2013 and 2012, respectively.

Other general and administrative expenses for HealthStream Learning & Talent Management increased $368,000 over the prior year first quarter primarily due to additional personnel, rent, and other support costs, while other general and administrative expenses for HealthStream Research decreased $14,000 compared to the prior year first quarter. The unallocated corporate portion of other general and administrative expenses increased $1.1 million over the prior year first quarter, primarily associated with additional personnel, professional fees, recruiting costs, stock based compensation expense, rent, taxes, and other general expenses.

Depreciation and Amortization. Depreciation and amortization increased approximately $342,000, or 22.3%, to $1.9 million for the three months ended March 31, 2013 from $1.5 million for the three months ended March 31, 2012. The increase primarily resulted from amortization of intangible assets within HealthStream Learning & Talent Management and higher depreciation expense associated with leasehold improvements to our Nashville, Tennessee office space.

Other Income, Net. Other income, net was approximately $47,000 for the three months ended March 31, 2013 compared to $19,000 for the three months ended March 31, 2012. The improvement is associated with higher interest income from investments in marketable securities.

Income Tax Provision. The Company recorded a provision for income taxes of $1.3 million for the three months ended March 31, 2013 compared to $940,000 for the three months ended March 31, 2012. The Company's effective tax rate was 39.7% for the first quarter of 2013 compared to 39.8% for the first quarter of 2012.

Net Income. Net income increased approximately $520,000, or 36.6%, to $1.9 million for the three months ended March 31, 2013 from $1.4 million for the three months ended March 31, 2012. Earnings per diluted share were $0.07 per share for the three months ended March 31, 2013, compared to $0.05 per diluted share for the three months ended March 31, 2012.

Adjusted EBITDA (which we define as net income before interest, income taxes, stock based compensation, and depreciation and amortization) increased by 30.2% to approximately $5.4 million for the three months ended March 31, 2013 compared to $4.1 million for the three months ended March 31, 2012. This improvement is consistent with the factors mentioned above. See Reconciliation of Non-GAAP Financial Measures in Management's Discussion and Analysis of Financial Condition and Results of Operations for our reconciliation of this calculation to measures under US GAAP.

Reconciliation of Non-GAAP Financial Measures

This report contains certain non-GAAP financial measures, including, non-GAAP net income, non-GAAP operating income, non-GAAP revenue and adjusted EBITDA, which are used by management in analyzing its financial results and ongoing operational performance. These non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance which are prepared in accordance with US GAAP and may be different from non-GAAP financial measures used by other companies.

In order to better assess the Company's financial results, management believes that adjusted EBITDA is an appropriate measure for evaluating the operating performance of the Company because adjusted EBITDA reflects net income adjusted for non-cash and non-operating items. Adjusted EBITDA is also used by many investors and securities analysts to assess the Company's results from current operations. Adjusted EBITDA is a non-GAAP financial measure and should not be considered as a measure of financial performance under US GAAP. Because adjusted EBITDA is not a measurement determined in accordance with US GAAP, it is susceptible to varying calculations. Accordingly, adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies.

The Company understands that, although adjusted EBITDA is frequently used by investors and securities analysts in their evaluation of companies, this measure has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for an analysis of the Company's results as reported under US GAAP. For example, adjusted EBITDA does not reflect cash expenditures, or future requirements for capital expenditures or contractual commitments; it does not reflect non-cash components of employee


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compensation; it does not reflect changes in, or cash requirements for, our working capital needs; and due to the Company's utilization of federal and state net operating loss carryforwards in 2012 and 2013, actual cash income tax payments have been significantly less than the tax provision recorded in accordance with US GAAP, and income tax payments will continue to be less than the income tax provision until our existing federal and state net operating loss carryforwards have been fully utilized or have expired.

Management compensates for the inherent limitations associated with using adjusted EBITDA through disclosure of such limitations, presentation of our financial statements in accordance with US GAAP, and reconciliation of adjusted EBITDA to net income, the most directly comparable US GAAP measure.

In order to provide more accurate trends and comparisons of the Company's revenues, operating income, and net income, management believes that adding back the deferred revenue write-down associated with fair value accounting for acquired businesses provides a better indication of the ongoing performance of the Company. The revenue for the acquired contracts is deferred and typically recognized over a one year period, so our US GAAP revenues for the one year period after the acquisition will not reflect the full amount of revenues that would have been reported if the acquired deferred revenue was not written down to fair value.

                                                             Three Months Ended
                                                                  March 31,
                                                             2013           2012
  GAAP net income                                          $   1,941      $  1,420
  Interest income                                                (59 )         (31 )
  Interest expense                                                12            12
  Income tax provision                                         1,279           940
  Stock based compensation expense                               310           242
  Depreciation and amortization                                1,876         1,534

  Adjusted EBITDA                                          $   5,359      $  4,117

  GAAP revenues                                            $  29,646      $ 23,674
  Adjustment for deferred revenue write-down                     331            -

  Non-GAAP revenues                                        $  29,977      $ 23,674

  GAAP operating income                                    $   3,173      $  2,341
  Adjustment for deferred revenue write-down                     331            -

  Non-GAAP operating income                                $   3,504      $  2,341

  GAAP net income                                          $   1,941      $  1,420
  Adjustment for deferred revenue write-down, net of tax         200            -

  Non-GAAP net income                                      $   2,141      $  1,420

Liquidity and Capital Resources

Net cash provided by operating activities was approximately $3.9 million and $3.4 million during the three months ended March 31, 2013 and 2012, respectively. The number of days sales outstanding (DSO) was 59 days for the first quarter of 2013 compared to 63 days for the first quarter of 2012. The Company calculates DSO by dividing the average accounts receivable balance, excluding unbilled and other receivables, 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 approximately $2.0 million and $56.6 million for the three months ended March 31, 2013 and 2012, respectively. During 2013, the Company purchased $29.6 million of marketable securities, spent $1.1 million for capitalized software development, and purchased $744,000 of property and equipment. These uses of cash were partially offset by maturities of marketable securities of $29.5 million. During 2012, the Company purchased $58.4 million of marketable securities, spent $1.0 million for capitalized software development, and purchased $763,000 of property and equipment. These uses of cash were partially offset by maturities of marketable securities of $3.5 million.

Cash provided by financing activities was approximately $742,000 and $596,000 for the three months ended March 31, 2013 and 2012, respectively. The primary source of cash from financing activities for 2013 and 2012 resulted from proceeds associated with the exercise of stock options.

Revenues increased and operating income improved over the prior year period, and our balance sheet reflects positive working capital of $86.0 million at March 31, 2013 compared to $83.3 million at December 31, 2012. The increase in working capital was primarily due to the cash generated from operations and increases in accounts receivable balances. The Company's primary source of liquidity is $95.6 million of cash and cash equivalents and marketable securities. The Company also has a $20.0 million revolving credit facility loan agreement, all of which was available at March 31, 2013.


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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 cash needs for working capital, new product development and capital expenditures for at least the next 12 months. Over the past eight years, we have utilized our federal and state net operating loss carryforwards to offset taxable income. We anticipate our remaining net operating loss carryforwards will become fully utilized within the next 12 to 24 months. Our actual tax payments may increase significantly once the net operating loss carryforwards are fully utilized. As part of our growth strategy, we review possible acquisitions that complement our products and services. We anticipate that future acquisitions, if any, would be effected through a combination of stock and cash consideration. The issuance of our stock as consideration for an acquisition could have a dilutive effect on earnings per share and could adversely affect our stock price. Because we have no material debt or outstanding borrowings under our revolving credit facility, our balance sheet is unleveraged. Our revolving credit facility contains financial covenants and availability calculations designed to set a maximum leverage ratio of outstanding debt to equity. Therefore, if we were to borrow against our revolving credit facility, our debt capacity would be dependent on the covenant values at the time of borrowing. As of March 31, 2013, we believe we were in compliance with all covenants. The credit markets have been experiencing extreme volatility and disruption, and we cannot provide assurances 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.

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