What changed in HEALTHSTREAM INC's 10-K — 2023 vs 2024
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Paragraph-level year-over-year comparison of HEALTHSTREAM INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.
+218 added−238 removedSource: 10-K (2025-02-28) vs 10-K (2024-02-26)
Top changes in HEALTHSTREAM INC's 2024 10-K
218 paragraphs added · 238 removed · 179 edited across 1 sections
- Item 1C. Cybersecurity+218 / −238 · 179 edited
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
179 edited+39 added−59 removed127 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
179 edited+39 added−59 removed127 unchanged
2023 filing
2024 filing
Biggest changeCONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2023 2022 2021 OPERATING ACTIVITIES: Net income $ 15,213 $ 12,091 $ 5,845 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 41,076 37,945 36,813 Stock-based compensation 4,153 3,554 5,303 Amortization of deferred commissions 11,495 10,599 9,169 Provision for credit losses 1,021 385 723 Deferred income taxes (1,725 ) 710 1,539 (Gain) loss on disposal of fixed assets — (25 ) 21 Loss on equity method investments 384 747 462 Non-cash paid time off expense — — (1,011 ) Change in fair value of non-marketable equity investments (425 ) (3,596 ) (279 ) Other (891 ) 3 184 Changes in operating assets and liabilities: Accounts and unbilled receivables 3,243 (7,770 ) 10,344 Prepaid royalties (1,131 ) 84 416 Other prepaid expenses and other current assets (1,243 ) 2,329 1,772 Deferred commissions (14,852 ) (14,931 ) (13,274 ) Other assets 328 208 52 Accounts payable and accrued expenses 4,825 3,742 (4,329 ) Accrued royalties (887 ) 406 (3,772 ) Deferred revenue 3,386 4,707 (7,593 ) Net cash provided by operating activities 63,970 51,188 42,385 INVESTING ACTIVITIES: Business combinations, net of cash acquired (6,621 ) (3,965 ) (4,705 ) Proceeds from maturities of marketable securities 28,250 10,625 9,931 Purchases of marketable securities (50,268 ) (13,467 ) (5,223 ) Proceeds from sale of fixed assets — 26 — Proceeds from sale of non-marketable equity investments 47 3,494 1,370 Payments to acquire non-marketable equity investments — — (1,750 ) Payments associated with capitalized software development (25,806 ) (23,334 ) (21,929 ) Purchases of property and equipment (2,200 ) (1,768 ) (3,417 ) Net cash used in investing activities (56,598 ) (28,389 ) (25,723 ) FINANCING ACTIVITIES: Taxes paid related to net settlement of equity awards (934 ) (565 ) (1,182 ) Payment of debt issue costs (118 ) — — Repurchases of common stock (8,929 ) (23,137 ) (5,008 ) Payment of cash dividends (3,058 ) — (19 ) Net cash used in financing activities (13,039 ) (23,702 ) (6,209 ) Effect of exchange rate changes on cash and cash equivalents (23 ) 21 (114 ) Net (decrease) increase in cash and cash equivalents (5,690 ) (882 ) 10,339 Cash and cash equivalents at beginning of period 46,023 46,905 36,566 Cash and cash equivalents at end of period $ 40,333 $ 46,023 $ 46,905 SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ 132 $ 99 $ 132 Income taxes paid (refunded) $ 2,611 $ 718 $ (92 ) See accompanying notes to the Consolidated Financial Statements. 45 Table of Contents HEALTHSTREAM, INC.
Biggest changeCONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2024 2023 2022 OPERATING ACTIVITIES: Net income $ 20,007 $ 15,213 $ 12,091 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 41,243 41,076 37,945 Stock-based compensation 4,470 4,153 3,554 Amortization of deferred commissions 12,480 11,495 10,599 Provision for credit losses 2,595 1,021 385 Deferred income taxes (1,114 ) (1,725 ) 710 Gain on disposal of fixed assets — — (25 ) Loss on equity method investments 230 384 747 Change in fair value of non-marketable equity investments — (425 ) (3,596 ) Other (1,639 ) (891 ) 3 Changes in operating assets and liabilities: Accounts and unbilled receivables 537 3,243 (7,770 ) Prepaid royalties 655 (1,131 ) 84 Other prepaid expenses and other current assets (1,371 ) (1,243 ) 2,329 Deferred commissions (15,451 ) (14,852 ) (14,931 ) Other assets (258 ) 328 208 Accounts payable and accrued expenses (5,027 ) 4,825 3,742 Accrued royalties 633 (887 ) 406 Deferred revenue (330 ) 3,386 4,707 Net cash provided by operating activities 57,660 63,970 51,188 INVESTING ACTIVITIES: Cash paid for acquisitions, net of cash acquired (1,299 ) (6,621 ) (3,965 ) Proceeds from maturities of marketable securities 69,150 28,250 10,625 Purchases of marketable securities (74,446 ) (50,268 ) (13,467 ) Proceeds from sale of fixed assets — — 26 Proceeds from sale of non-marketable equity investments 765 47 3,494 Payments associated with capitalized software development (26,741 ) (25,806 ) (23,334 ) Purchases of property and equipment (1,401 ) (2,200 ) (1,768 ) Net cash used in investing activities (33,972 ) (56,598 ) (28,389 ) FINANCING ACTIVITIES: Taxes paid related to net settlement of equity awards (1,113 ) (934 ) (565 ) Payment of debt issuance costs — (118 ) — Repurchases of common stock — (8,929 ) (23,137 ) Payment of cash dividends (3,403 ) (3,058 ) — Net cash used in financing activities (4,516 ) (13,039 ) (23,702 ) Effect of exchange rate changes on cash and cash equivalents (36 ) (23 ) 21 Net increase (decrease) in cash and cash equivalents 19,136 (5,690 ) (882 ) Cash and cash equivalents at beginning of period 40,333 46,023 46,905 Cash and cash equivalents at end of period $ 59,469 $ 40,333 $ 46,023 SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ 101 $ 132 $ 99 Income taxes paid $ 8,701 $ 2,611 $ 718 NONCASH INVESTING AND FINANCING ACTIVITIES: Purchases of property and equipment, accrued but not paid $ 399 $ 91 $ 727 Capitalized software development, accrued but not paid $ 1,055 $ 961 $ 1,267 Fair value of common stock issued as consideration for business combinations $ — $ — $ 4,084 See accompanying notes to the Consolidated Financial Statements. 44 Table of Contents HEALTHSTREAM, INC.
The dividend policy and the declaration and payment of each quarterly cash dividend will be subject to our Board’s continuing determination that the policy and the declaration of dividends thereunder are in the best interests of our stockholders and are in compliance with applicable law and our credit agreement.
The dividend policy and the declaration and payment of each quarterly cash dividend will be subject to our Board’s continuing determination that the policy and the declaration of dividends thereunder are in the best interests of our stockholders and are in compliance with applicable law and our credit agreement.
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, effect any share repurchases we may elect to make, pay our quarterly cash dividends, and fund capital expenditures for at least the next 12 months and for the foreseeable future thereafter.
We believe that our existing cash, 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, effect any share repurchases we may elect to make, pay our quarterly cash dividends, and fund capital expenditures for at least the next 12 months and for the foreseeable future thereafter.
The contract price, which represents transaction price when the contract reflects a fixed fee arrangement, or management’s estimate of variable consideration including application of the constraint when the contract does not have a fixed fee, is allocated to the separate performance obligations on a relative standalone selling price basis.
The contract price, which represents transaction price when the contract reflects a fixed fee arrangement, or management’s estimate of variable consideration including application of the constraint when the contract does not have a fixed fee, is allocated to the separate performance obligations on a relative standalone selling price basis.
Management evaluates all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed.
Management evaluates all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed.
Concentrations of Credit Risk and Significant Customers The Company’s credit risks relate primarily to cash and cash equivalents, marketable securities, and accounts receivable. The Company places its temporary excess cash in high quality, short-term money market instruments. At times, such investments may be in excess of the FDIC insurance limits. Marketable securities consist primarily of U.S. treasuries.
Concentrations of Credit Risk and Significant Customers The Company’s credit risks relate primarily to cash, cash equivalents, marketable securities, accounts receivable, and accounts receivable - unbilled. The Company places its temporary excess cash in high quality, short-term money market instruments. At times, such investments may be in excess of the FDIC insurance limits. Marketable securities consist primarily of U.S. treasuries.
Our underlying solutions are comprised primarily of SaaS, subscription-based applications that are used by healthcare organizations to meet a broad range of their workforce development needs around learning, clinical development, credentialing, and scheduling. Our solutions are also utilized by nursing schools as they prepare the healthcare workforce of tomorrow and by nursing students as they prepare to enter that workforce.
These underlying solutions are comprised primarily of SaaS, subscription-based applications that are used by healthcare organizations to meet a broad range of their workforce development needs around learning, clinical development, credentialing, and scheduling. Our solutions are also utilized by nursing schools as they prepare the healthcare workforce of tomorrow and by nursing students as they prepare to enter that workforce.
The Company measures compensation cost of restricted share units based on the closing fair market value of the Company’s stock on the date of grant. Stock-based compensation cost is measured at the grant date, based on the fair value of the award that is ultimately expected to vest, and is recognized as an expense over the requisite service period.
The Company measures compensation cost of restricted share units based on the closing fair value of the Company’s stock on the date of grant. Stock-based compensation cost is measured at the grant date, based on the fair value of the award that is ultimately expected to vest, and is recognized as an expense over the requisite service period.
Deferred Commissions Deferred commissions represent incremental costs to acquire contracts with customers, such as the sales commission payment and associated payroll taxes, which are capitalized and amortized consistent with the transfer of the goods or services to the customer over the expected period of benefit.
Deferred Commissions Deferred commissions represent incremental costs incurred to acquire contracts with customers, such as the sales commission payment and associated payroll taxes, which are capitalized and amortized consistent with the transfer of the goods or services to the customer over the expected period of benefit.
Uncollectible receivables are written-off in the period management believes it has exhausted its ability to collect payment from the customer. Expected credit losses are recorded under the caption other general and administrative expenses in the accompanying Consolidated Statements of Income.
Uncollectible receivables are written-off in the period management believes it has exhausted its ability to collect payment from the customer. Expected credit losses are recorded under the caption general and administrative expenses in the accompanying Consolidated Statements of Income.
The proportionate share of income or loss from equity method investments and any changes in fair value of investments accounted for using the measurement alternative are recorded under the caption other income, net in the accompanying Consolidated Statements of Income.
The proportionate share of income or loss from equity method investments and any changes in fair value of investments accounted for using the measurement alternative are recorded under the caption other (expense) income, net in the accompanying Consolidated Statements of Income.
However, in the opinion of the Company’s management, matters currently pending or threatened against the Company are not expected to have a material adverse effect on the financial position or results of operations of the Company. 15.
However, in the opinion of the Company’s management, matters currently pending or threatened against the Company are not expected to have a material adverse effect on the financial position or results of operations of the Company.
During the year ended December 31, 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). 51 Table of Contents 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.
During the year ended December 31, 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). 50 Table of Contents 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.
BUSINESS COMBINATIONS On May 18, 2022 , the Company acquired the remaining ownership interest (representing approximately 82% of the outstanding equity interests) of CloudCME, LLC ("CloudCME"), a Nashville-based healthcare technology company offering a SaaS-based application for managing all aspects of continuing education ("CME/CE") within a healthcare organization, for approximately $4.0 million in cash and $4.1 million in shares of HealthStream's common stock issued through a private placement at closing.
On May 18, 2022 , the Company acquired the remaining ownership interest (representing approximately 82% of the outstanding equity interests) of CloudCME, LLC ("CloudCME"), a Nashville-based healthcare technology company offering a SaaS-based application for managing all aspects of continuing education ("CME/CE") within a healthcare organization, for approximately $4.0 million in cash and $4.1 million in shares of HealthStream's common stock issued through a private placement at closing.
The incremental borrowing rate was estimated by determining the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. 50 Table of Contents Foreign Currency The functional currency for the Company’s subsidiaries is determined based on the primary economic environment in which the subsidiary operates.
The incremental borrowing rate was estimated by determining the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. 49 Table of Contents Foreign Currency The functional currency for the Company’s subsidiaries is determined based on the primary economic environment in which the subsidiary operates.
Amortization of prepaid royalties is included under the caption cost of revenues (excluding depreciation and amortization) in the accompanying Consolidated Statements of Income. 47 Table of Contents Allowance for Credit Losses The Company estimates its allowance for credit losses based on its historical collection experience, a review in each period of the aging status of the then-outstanding accounts receivable, and external market factors.
Amortization of prepaid royalties is included under the caption cost of revenues (excluding depreciation and amortization) in the accompanying Consolidated Statements of Income. 46 Table of Contents Allowance for Credit Losses The Company estimates its allowance for credit losses based on its historical collection experience, a review in each period of the aging status of the then-outstanding accounts receivable, and external market factors.
This determination may require significant judgments to be made by the Company. At December 31, 2023 and 2022 , the Company's assets measured at fair value on a recurring basis consisted of marketable securities, which are classified as available for sale (see Note 4 – Marketable Securities). Property and Equipment Property and equipment are stated on the basis of cost.
This determination may require significant judgments to be made by the Company. At December 31, 2024 and 2023 , the Company's assets measured at fair value on a recurring basis consisted of marketable securities, which are classified as available for sale (see Note 4 – Marketable Securities). Property and Equipment Property and equipment are stated on the basis of cost.
There were no intangible asset impairments identified or recorded for the years ended December 31, 2023 , 2022 , or 2021 . Long-Lived Assets Long-lived assets to be held for use are reviewed for events or changes in facts and circumstances, both internally and externally, which may indicate that an impairment of long-lived assets held for use is present.
There were no intangible asset impairments identified or recorded for the years ended December 31, 2024, 2023, and 2022 . Long-Lived Assets Long-lived assets to be held for use are reviewed for events or changes in facts and circumstances, both internally and externally, which may indicate that an impairment of long-lived assets held for use is present.
Certain losses have an indefinite carryforward period, while other loss carryforwards will expire in years 2030 through 2043. A portion of the net operating loss carryforwards are subject to annual limitations under Internal Revenue Code Section 382. The annual limitations could result in the expiration of net operating loss and tax credit carryforwards before they are fully utilized.
Certain losses have an indefinite carryforward period, while other loss carryforwards will expire in years 2030 through 2044. A portion of the net operating loss carryforwards are subject to annual limitations under Internal Revenue Code Section 382. The annual limitations could result in the expiration of net operating loss and tax credit carryforwards before they are fully utilized.
Deferred revenue represents contract liabilities that are recorded when cash payments are received or are due in advance of satisfaction of performance obligations. 46 Table of Contents Basis of Presentation The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Deferred revenue represents contract liabilities that are recorded when cash payments are received or are due in advance of satisfaction of performance obligations. 45 Table of Contents Basis of Presentation The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
The Company recognizes tax benefits or deficiencies from stock-based compensation if an excess tax benefit or deficiency is realized. Excess tax benefits and deficiencies are reflected in the Consolidated Statements of Income as a component of the provision for income taxes when realized. Leases The Company has several non-cancelable agreements to lease office space.
The Company recognizes tax benefits or deficiencies from stock-based compensation if an excess tax benefit or deficiency is realized. Excess tax benefits and deficiencies are reflected in the Consolidated Statements of Income as a component of the provision for income taxes when realized. Leases The Company has three non-cancelable agreements to lease office space.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
As of December 31, 2023 and 2022, there were no shares of preferred stock issued or outstanding. Dividends on Common Stock On February 20, 2023 , the Company's Board of Directors ("Board") approved a quarterly cash dividend policy, marking the first dividend policy adopted by the Company ("Dividend Policy").
As of December 31, 2024 and 2023 , there were no shares of preferred stock issued or outstanding. Dividends on Common Stock On February 20, 2023 , the Company's Board of Directors ("Board") approved a quarterly cash dividend policy, marking the first dividend policy adopted by the Company ("Dividend Policy").
During 2023, the Company spent $6.6 million for the acquisition of substantially all of the assets of eeds (note: the eeds was acquisition was consummated on December 31, 2022, but was funded in January 2023 such that the purchase price for eeds impacted net cash used in investing activities during the year ended December 31, 2023), invested in marketable securities of $50.3 million, made payments for capitalized software development of $25.8 million, and purchased property and equipment of $2.2 million.
During 2023, the Company spent $6.6 million for the acquisition of eeds (note: the eeds was acquisition was consummated on December 31, 2022, but was funded in January 2023 such that the purchase price for eeds impacted net cash used in investing activities during the year ended December 31, 2023), invested in marketable securities of $50.3 million, made payments for capitalized software development of $25.8 million, and purchased property and equipment of $2.2 million.
Opinion on the Internal Control Over Financial Reporting We have audited HealthStream, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, HealthStream, Inc.
Opinion on Internal Control Over Financial Reporting We have audited HealthStream, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, HealthStream, Inc.
Realized gains and losses and declines in market value due to credit-related factors on investments in marketable securities are included in other income, net on the accompanying Consolidated Statements of Income. The cost of securities sold is based on the specific identification method.
Realized gains and losses on investments in marketable securities are included in interest income and declines in market value due to credit-related factors on investments in marketable securities are included in other (expense) income, net on the accompanying Consolidated Statements of Income. The cost of securities sold is based on the specific identification method.
Cash paid for amounts included in the measurement of operating lease liabilities was $4.4 million and $4.7 million for the years ended December 31, 2023 and 2022 , respectively. As of December 31, 2023 , the weighted-average remaining lease term was 7.3 years, and the weighted-average incremental borrowing rate was 6%.
Cash paid for amounts included in the measurement of operating lease liabilities was $4.3 million and $4.4 million for the years ended December 31, 2024 and 2023 , respectively. As of December 31, 2024 and 2023, the weighted-average remaining lease term was 6.6 years and 7.3 years, respectively, and the weighted-average incremental borrowing rate was 6%.
(the Company) as of December 31, 2023 and December 31, 2022, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
(the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
As of December 31, 2023 , the Company did not have any leases that had not yet commenced. The table below presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets as of December 31, 2023 and 2022 (in thousands).
As of December 31, 2024 , the Company did not have any leases that had not yet commenced. The table below presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets as of December 31, 2024 and 2023 (in thousands).
Our numerous content libraries allow customers to subscribe to a wide array of courseware, which includes content from leading healthcare and nursing associations, medical and healthcare publishers, and other content providers. Our scheduling solutions provide organizations with the tools to visualize and manage real-time clinical staff scheduling to enable them to optimize their workforce, reduce costs, and improve care.
Our numerous content libraries allow customers to subscribe to a wide array of courseware, which includes content from leading healthcare and nursing associations, medical and healthcare publishers, and other ecosystem partners. Our scheduling solutions provide organizations with the tools to visualize and manage real-time clinical staff scheduling to enable them to optimize their workforce, reduce costs, and improve care.
Therefore, the maximum borrowings against the revolving credit facility would be dependent on the covenant values at the time of borrowing. As of December 31, 2023 , the Company was in compliance with all covenants.
Therefore, the maximum borrowings against the revolving credit facility would be dependent on the covenant values at the time of borrowing. As of December 31, 2024, the Company was in compliance with all covenants.
Accounting for Income Taxes The Company accounts for income taxes 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.
Accounting for Income Taxes The Company accounts for income taxes 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 reverse.
The Company did not have any single customer representing over 10% of net revenues or accounts receivable during or as of the years ended December 31, 2023 , 2022 , or 2021 , respectively. Stock-Based Compensation As of December 31, 2023 , the Company maintained two stock-based compensation plans under which awards are outstanding, as described in Note 10.
The Company did not have any single customer representing over 10% of net revenues or accounts receivable during or as of the years ended December 31, 2024, 2023, and 2022 , respectively. Stock-Based Compensation As of December 31, 2024 , the Company maintained two stock-based compensation plans under which awards are outstanding, as described in Note 10.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2024 expressed an unqualified opinion thereon.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 28, 2025 expressed an unqualified opinion thereon.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 26, 2024 expressed an unqualified opinion thereon.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 28, 2025 expressed an unqualified opinion thereon.
The following table represents revenues disaggregated by revenue source for the three years ended December 31, 2023 , 2022 , and 2021 (in thousands). Sales taxes are excluded from revenues.
The following table represents revenues disaggregated by revenue source for the three years ended December 31, 2024, 2023, and 2022 (in thousands). Sales taxes are excluded from revenues.
There have been no adjustments recorded due to changes in the fair value of the non-marketable equity investments the Company held as of December 31, 2023 and 2022.
There have been no adjustments recorded due to changes in the fair value of the non-marketable equity investments the Company held as of December 31, 2024 and 2023.
Properties Our principal office is located in Nashville, Tennessee, which is primarily used to support our corporate functions. Our lease for approximately 92,000 square feet at this location will end in October 2031. As of December 31, 2023, we leased other facilities in Nashville, Tennessee; San Diego, California; and Boulder, Colorado. Item 3. Legal Proceedings None. Item 4.
Properties Our principal office is located in Nashville, Tennessee, which is primarily used to support our corporate functions. Our lease for approximately 92,000 square feet at this location will end in October 2031. As of December 31, 2024, we leased other facilities in Nashville, Tennessee; and San Diego, California. Item 3. Legal Proceedings None. Item 4.
Our Board retains the power to modify, suspend, or cancel the dividend policy in any manner and at any time that our Board may deem necessary or appropriate. The Company's contractual obligations arising in the normal course of business primarily consist of operating lease obligations and purchase obligations.
Our Board retains the power to modify, suspend, or cancel the dividend policy in any manner and at any time that our Board may deem necessary or appropriate. 34 Table of Contents The Company's contractual obligations arising in the normal course of business primarily consist of operating lease obligations and purchase obligations.
As of December 31, 2023 and 2022 , the Company did not 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 Consolidated Balance Sheets because the underlying securities mature within one year from the balance sheet date. 52 Table of Contents 5.
As of December 31, 2024 and 2023 , the Company did not 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 Consolidated Balance Sheets because the underlying securities mature within one year from the balance sheet date. 51 Table of Contents 5.
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
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 RECOGNITION 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.
Personnel costs within general and administrative expenses include individuals associated with normal corporate functions, including accounting, legal, business development, human resources, administrative, internal information systems, and executive management. Depreciation and Amortization. Depreciation and amortization consist of fixed asset depreciation, amortization of intangibles considered to have definite lives, and amortization of capitalized software development. Other Income (Loss), Net.
Personnel costs within general and administrative expenses include individuals associated with normal corporate functions, including accounting, legal, business development, human resources, administrative, internal information systems, and executive management. Depreciation and Amortization. Depreciation and amortization consist of fixed asset depreciation, amortization of intangibles considered to have definite lives, and amortization of capitalized software development. Interest Income.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) 39 Consolidated Balance Sheets 41 Consolidated Statements of Income 42 Consolidated Statements of Comprehensive Income 43 Consolidated Statements of Shareholders’ Equity 44 Consolidated Statements of Cash Flows 45 Notes to Consolidated Financial Statements 46 38 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of HealthStream, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) 38 Consolidated Balance Sheets 40 Consolidated Statements of Income 41 Consolidated Statements of Comprehensive Income 42 Consolidated Statements of Shareholders’ Equity 43 Consolidated Statements of Cash Flows 44 Notes to Consolidated Financial Statements 45 37 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of HealthStream, Inc.
The following discussion addresses our 2023 and 2022 results and year-to-year comparisons between 2023 and 2022. A discussion of year-to-year comparisons between 2022 and 2021 can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 28, 2023, under Part II, Item 7.
The following discussion addresses our 2024 and 2023 results and year-to-year comparisons between 2024 and 2023. A discussion of year-to-year comparisons between 2023 and 2022 can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 26, 2024, under Part II, Item 7.
As of December 31, 2023 , intangible assets include customer relationships, internally developed technologies, non-competition agreements, and trade names. Intangible assets that are considered to have definite useful lives are being amortized on a straight-line basis over periods ranging between two and eighteen years.
As of December 31, 2024 , intangible assets include customer relationships, internally developed technologies, non-competition agreements, and trade names. Intangible assets that are considered to have definite useful lives are being amortized on a straight-line basis over periods ranging between one and eighteen years.
Cost of Revenues (excluding depreciation and amortization). Cost of revenues (excluding depreciation and amortization) consist primarily of salaries and employee benefits, stock-based compensation, employee travel and lodging, materials, contract labor, hosting costs, third party software licensing costs, and other direct expenses associated with revenues, as well as royalties paid by us to content providers.
Cost of revenues (excluding depreciation and amortization) consist primarily of salaries and employee benefits, stock-based compensation, employee travel and lodging, materials, contract labor, hosting costs, third party software licensing costs, and other direct expenses associated with revenues, as well as royalties paid by us to ecosystem partners.
Item 6. Reserved Item 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations The following discussion of the financial condition and results of operations of HealthStream should be read in conjunction with HealthStream’s Consolidated Financial Statements and related notes thereto included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties.
Management ’ s Discussion and Analysis of Financial Condition and Results of Operations The following discussion of the financial condition and results of operations of HealthStream should be read in conjunction with HealthStream’s Consolidated Financial Statements and related notes thereto included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties.
Based on the fair value of assets acquired and liabilities assumed, including intangible assets of $3.8 million, goodwill of $6.8 million was established. The results of operations for CloudCME are included in the Company’s Consolidated Financial Statements from the date of acquisition.
Based on the fair value of assets acquired and liabilities assumed, including intangible assets of $3.8 million, goodwill of $6.8 million was established. The results of operations for CloudCME are included in the Company’s Consolidated Financial Statements from the date of acquisition. 54 Table of Contents 9.
In this regard, we have 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 have adversely affected, and may continue to adversely impact, our business and results of operations.
In this regard, we have experienced in certain recent periods, and believe that many of our customers have experienced, increased labor, supply chain, capital, and other expenditures associated with inflationary conditions. These conditions impacting the U.S. economy and our customers in the healthcare industry have adversely affected, and may continue to adversely impact, our business and results of operations.
As of December 31, 2023 , total unrecognized compensation expense related to non-vested stock options and RSUs was $6.5 million, net of estimated forfeitures, with a weighted average expense recognition period remaining of 2.5 years.
As of December 31, 2024 , total unrecognized compensation expense related to non-vested stock options and RSUs was $6.7 million, net of estimated forfeitures, with a weighted average expense recognition period remaining of 2.5 years. 11.
The Company’s growth strategy includes acquiring businesses that provide complementary products and services. It is anticipated that future acquisitions, if any, would be effected through cash consideration, stock consideration, or a combination of both.
The Company’s growth strategy includes acquiring businesses that provide complementary products and services. It is anticipated that future acquisitions, if any, would be effected through cash consideration, stock consideration, debt, or a combination thereof.
As of December 31, 2023 , the Company was in compliance with all covenants. There were no balances outstanding on the Revolving Credit Facility as of December 31, 2023 and there were no borrowings under the Revolving Credit Facility during the year ended December 31, 2023 . 60 Table of Contents 13.
As of December 31, 2024 , the Company was in compliance with all covenants. There were no balances outstanding on the Revolving Credit Facility as of December 31, 2024 and there were no borrowings under the Revolving Credit Facility during the year ended December 31, 2024 . 59 Table of Contents 13.
LEASES The Company’s operating lease expense as presented in other general and administrative expense in the Consolidated Statements of Income was $4.6 million, $4.3 million, and $5.5 million for the twelve months ended December 31, 2023 , 2022 , and 2021 , respectively.
LEASES The Company’s operating lease expense as presented in general and administrative expense in the Consolidated Statements of Income was $4.3 million, $4.6 million, and $4.3 million for the twelve months ended December 31, 2024, 2023, and 2022 , respectively.
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, income tax payments, and general corporate expenses. Net cash used in investing activities was $56.6 million during 2023, compared to $28.4 million during 2022.
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, income tax payments, and general corporate expenses. Net cash used in investing activities was $34.0 million during 2024, compared to $56.6 million during 2023.
Cybersecurity Cybersecurity Risk Management Program The Company’s cybersecurity risk management program is designed to employ industry best practices, including ongoing enhancement of governance, risk, and compliance management, regular updates to our response planning and protocols, security policy and standards maintenance, and new technology implementation to proactively monitor vulnerabilities and reduce risk, including processes designed to identify material cybersecurity risks associated with our use of third-party service providers.
Cybersecurity Cybersecurity Risk Management Program The Company’s cybersecurity risk management program, aligned with the National Institute of Standards and Technology Cybersecurity Framework (CSF) domains and HITRUST CSF, is designed to employ industry best practices, including ongoing enhancement of governance, risk, and compliance management, regular updates to our response planning and protocols, security policy and standards maintenance, and new technology implementation to proactively monitor vulnerabilities and reduce risk, including processes designed to identify material cybersecurity risks associated with our use of third -party service providers.
There currently are no outstanding borrowings under the new revolving credit facility. For additional information regarding the new revolving credit facility, see Note 12 to the Consolidated Financial Statements included herein. Our balance sheet reflected positive working capital of $11.8 million at December 31, 2023, compared to negative working capital of $2.8 million at December 31, 2022.
There currently are no outstanding borrowings under the new revolving credit facility. For additional information regarding the new revolving credit facility, see Note 12 to the Consolidated Financial Statements included herein. Our balance sheet reflected positive working capital of $37.4 million at December 31, 2024, compared to $11.8 million at December 31, 2023.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Nashville, Tennessee February 26, 2024 40 Table of Contents HEALTHSTREAM, INC.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Nashville, Tennessee February 28, 2025 39 Table of Contents HEALTHSTREAM, INC.
The Company's purchase obligations that represent non-cancelable contractual obligations primarily relate to information technology assets and our revolving credit facility, which facility is described further in Note 12 to the Company's Consolidated Financial Statements. As of December 31, 2023 , the Company had purchase obligations of $9.2 million, with $6.5 million expected to be paid within 12 months.
The Company's purchase obligations that represent non-cancelable contractual obligations primarily relate to information technology assets and our revolving credit facility, which facility is described further in Note 12 to the Company's Consolidated Financial Statements. As of December 31, 2024, the Company had purchase obligations of $10.1 million, with $5.5 million expected to be paid within 12 months.
Under the provisions of the 401 (k) Plan, a plan member may make contributions, on a tax-deferred basis, subject to IRS limitations. The Company elected to provide eligible employees with matching contributions totaling $1.6 million, $1.5 million, and $2.0 million for the years ended December 31, 2023 , 2022 , and 2021 , respectively. 59 Table of Contents 12.
Under the provisions of the 401 (k) Plan, a plan member may make contributions, on a tax-deferred basis, subject to IRS limitations. The Company elected to provide eligible employees with matching contributions totaling $1.7 million, $1.6 million, and $1.5 million for the years ended December 31, 2024, 2023, and 2022 , respectively. 58 Table of Contents 12.
During 2022, the primary use of cash in financing activities included $23.1 million for repurchases of common stock and $0.6 million for payments of payroll taxes related to stock-based compensation. On October 6, 2023, the Company entered into a new revolving credit facility, which amended and replaced our prior revolving credit facility.
During 2023, the primary use of cash in financing activities included $8.9 million for repurchases of common stock, $3.1 million for the payment of cash dividend, and $0.9 million for payments of payroll taxes related to stock-based compensation. On October 6, 2023, the Company entered into a new revolving credit facility, which amended and replaced our prior revolving credit facility.
The Company generally determines standalone selling prices based on the standard list price for each product, taking into consideration certain factors, including contract length and the number of subscriptions within the contract. The Company receives payments from customers based on billing schedules established in its contracts.
The Company generally determines standalone selling prices based on the standard list price for each product, taking into consideration certain factors, including contract length and the quantity purchased in the contract. The Company receives payments from customers based on billing schedules established in its contracts.
Adjusted EBITDA was $61.3 million for the year ended December 31, 2023, compared to $53.4 million for the year ended December 31, 2022. • Capital Expenditures. Capital expenditures represent cash payments incurred for purchases of property and equipment and during the development phase for projects to develop software and content.
Adjusted EBITDA was $66.8 million for the year ended December 31, 2024, compared to $61.3 million for the year ended December 31, 2023. • Capital Expenditures. Capital expenditures represent cash payments incurred for purchases of property and equipment and during the development phase for projects to develop software and content.
DEBT At December 31, 2023 and 2022 , the Company had no debt outstanding.
DEBT At December 31, 2024 and 2023 , the Company had no debt outstanding.
The amounts included as contractual obligations represent the non-cancelable portion of agreements or the minimum cancellation fee. As further discussed in Note 13 to the Company's Consolidated Financial Statements, as of December 31, 2023 , we had operating lease obligations of approximately $29.0 million, of which $4.3 million is expected to be paid within 12 months.
The amounts included as contractual obligations represent the non-cancelable portion of agreements or the minimum cancellation fee. As further discussed in Note 13 to the Company's Consolidated Financial Statements, as of December 31, 2024, we had operating lease obligations of approximately $24.6 million, of which $3.9 million is expected to be paid within 12 months.
Capital expenditures were $28.0 million for the year ended December 31, 2023 compared to $25.1 million for the year ended December 31, 2022.
Capital expenditures were $28.1 million for the year ended December 31, 2024 compared to $28.0 million for the year ended December 31, 2023.
MARKETABLE SECURITIES At December 31, 2023 and 2022 , the fair value of marketable securities, which were all classified as available for sale, included the following (in thousands): December 31, 2023 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Level 2: U.S. government debt securities $ 30,791 $ 10 $ (1 ) $ 30,800 Total $ 30,791 $ 10 $ (1 ) $ 30,800 December 31, 2022 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Level 2: U.S. government debt securities $ 7,882 $ 3 $ — $ 7,885 Total $ 7,882 $ 3 $ — $ 7,885 The carrying amounts of the marketable securities reported in the Consolidated Balance Sheets approximate fair value based on quoted market prices or alternative pricing sources and models utilizing market observable inputs.
MARKETABLE SECURITIES At December 31, 2024 and 2023 , the fair value of marketable securities, which were all classified as available for sale, included the following (in thousands): December 31, 2024 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Level 2: U.S. treasury debt securities $ 37,726 $ 24 $ (2 ) $ 37,748 Total $ 37,726 $ 24 $ (2 ) $ 37,748 December 31, 2023 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Level 2: U.S. treasury debt securities $ 30,791 $ 10 $ (1 ) $ 30,800 Total $ 30,791 $ 10 $ (1 ) $ 30,800 The carrying amounts of the marketable securities reported in the Consolidated Balance Sheets approximate fair value based on quoted market prices or alternative pricing sources and models utilizing market observable inputs.
As of December 31, 2023 , 1,061,235 shares of common stock were available to be granted under the 2022 Plan. Stock Option Activity A summary of activity relative to stock options for the year ended December 31, 2023 is as follows (in thousands, except weighted-average exercise price).
As of December 31, 2024 , 986,412 shares of common stock were available to be granted under the 2022 Plan. Stock Option Activity A summary of activity relative to stock options for the year ended December 31, 2024 is as follows (in thousands, except weighted-average exercise price).
Amortization of intangible assets was $14.9 million, $14.5 million, and $14.9 million for the years ended December 31, 2023 , 2022 , and 2021 , respectively.
Amortization of intangible assets was $13.4 million, $14.9 million, and $14.5 million for the years ended December 31, 2024, 2023, and 2022 , respectively.
At December 31, 2023 , the Company has a valuation allowance of $2.0 million recorded against deferred tax assets for state net operating losses and certain foreign deferred tax assets. As of December 31, 2023 , the Company had federal, state, and foreign net operating loss carryforwards of $3.3 million, $9.0 million, and $8.4 million, respectively.
At December 31, 2024 , the Company has a valuation allowance of $1.9 million recorded against deferred tax assets for state net operating losses and certain foreign deferred tax assets. As of December 31, 2024 , the Company had federal, state, and foreign net operating loss carryforwards of $1.2 million, $7.2 million, and $7.8 million, respectively.
The weighted average amortization period for definite lived intangible assets as of December 31, 2023 was 11.7 years.
The weighted average amortization period for definite lived intangible assets as of December 31, 2024 was 11.8 years.
The number of common shares issued and outstanding as of December 31, 2023 and 2022 was 30.3 million and 30.6 million, respectively.
The number of common shares issued and outstanding as of December 31, 2024 and 2023 was 30.4 million and 30.3 million, respectively.
EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share for the three years ended December 31, 2023 (in thousands, except per share amounts): Year Ended December 31, 2023 2022 2021 Numerator: Net income $ 15,213 $ 12,091 $ 5,845 Denominator: Weighted-average shares outstanding 30,571 30,648 31,534 Effect of dilutive shares 102 69 84 Weighted-average diluted shares 30,673 30,717 31,618 Net income per share: Basic $ 0.50 $ 0.39 $ 0.19 Diluted $ 0.50 $ 0.39 $ 0.18 Potentially dilutive shares representing 252,000, 183,000, and 78,000 shares of common stock for the years ended December 31, 2023 , 2022 , and 2021 , respectively, were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive. 4.
NET INCOME PER SHARE The following table sets forth the computation of basic and diluted earnings per share for the three years ended December 31, 2024 (in thousands, except per share amounts): Year Ended December 31, 2024 2023 2022 Numerator: Net income $ 20,007 $ 15,213 $ 12,091 Denominator: Weighted-average shares outstanding 30,386 30,571 30,648 Effect of dilutive shares 158 102 69 Weighted-average diluted shares 30,544 30,673 30,717 Net income per share: Basic $ 0.66 $ 0.50 $ 0.39 Diluted $ 0.66 $ 0.50 $ 0.39 Potentially dilutive shares representing 169,000, 252,000, and 183,000 shares of common stock for the years ended December 31, 2024, 2023, and 2022 , respectively, were excluded from the calculation of diluted earnings per share because their effect would have been anti-dilutive. 4.
For additional information regarding the risks to us associated with cybersecurity incidents, see “A data breach or cybersecurity incident could result in a loss of confidential data, give rise to remediation and other expenses, expose us to liability under federal and state data protection and data privacy requirements, foreign data privacy regulations, consumer protection laws, common law theories, and other laws, rules and regulations, subject us to litigation and governmental inquiries and actions, damage our reputation, and otherwise adversely impact our financial results and business” included in Part I, Item 1A of this Form 10-K.
For additional information regarding the risks to us associated with cybersecurity incidents, see “A data breach or cybersecurity incident could result in a loss of confidential data, give rise to remediation and other expenses, expose us to liability, subject us to litigation and governmental inquiries and actions, damage our reputation, and otherwise adversely impact our financial results and business” included in Part I, Item 1A of this Form 10-K.
The Company calculates DSO by dividing the average accounts receivable balance (excluding unbilled and other receivables) by average daily revenues for the year. The Company’s primary sources of cash were receipts generated from the sales of our products and services.
Our days sales outstanding (DSO) was 40 days and 46 days for 2024 and 2023, respectively. The Company calculates DSO by dividing the average accounts receivable balance (excluding unbilled and other receivables) by average daily revenues for the year. The Company’s primary sources of cash were receipts generated from the sales of our products and services.
The increase in working capital was primarily due to increases in cash and cash equivalents and marketable securities. The Company’s primary source of liquidity was $71.1 million of cash and cash equivalents and marketable securities as of December 31, 2023.
The increase in working capital was primarily due to increases in cash, cash equivalents, and marketable securities. The Company’s primary source of liquidity was $97.2 million of cash, cash equivalents, and marketable securities as of December 31, 2024.
As of December 31, 2023 , $541 million of revenue is expected to be recognized from remaining performance obligations under contracts with customers. The Company expects to recognize revenue on approximately 42% of these remaining performance obligations over the 12 months ending December 31, 2024, with the remaining amounts recognized thereafter.
As of December 31, 2024 , $621 million of revenue is expected to be recognized from remaining performance obligations under contracts with customers. The Company expects to recognize revenue on approximately 40% of these remaining performance obligations over the next 12 months, with the remaining amounts recognized thereafter. 6.
On December 31, 2022, the Company acquired substantially all of the assets of Electronic Education Documentation System, LLC (d/b/a eeds) ("eeds"), an Asheville, North Carolina-based healthcare technology company offering a SaaS-based CME/CE management application for healthcare organizations, for approximately $6.6 million in cash, reflecting customary purchase price adjustments made to the purchase price paid of $7.0 million.
On December 31, 2022, the Company acquired substantially all of the assets of Electronic Education Documentation System, LLC (d/b/a eeds) ("eeds"), an Asheville, North Carolina-based healthcare technology company offering a SaaS-based CME/CE management application for healthcare organizations, for approximately $6.6 million in cash.
The results of operations for eeds are included in the Company’s Consolidated Financial Statements from the date of acquisition. 55 Table of Contents 9.
The results of operations for eeds are included in the Company’s Consolidated Financial Statements from the date of acquisition.
The Company is no longer subject to U.S. federal tax examinations for tax years before 2020, and with few exceptions, the Company is not subject to examination by foreign or state tax authorities for tax years which ended before 2020.
The Company is subject to income taxation at the federal, foreign, and various state levels. The Company is no longer subject to U.S. federal tax examinations for tax years before 2021, and with few exceptions, the Company is not subject to examination by foreign or state tax authorities for tax years which ended before 2021.
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