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. HealthStream's actual results may differ significantly from the results discussed and those anticipated in these forward-looking statements as a result of many factors, including but not limited to the risks described under Risk Factors and elsewhere in this report, as well as additional risks or uncertainties not presently known to us or that we currently deem immaterial.

The following discussion addresses our 2021 and 2020 results and year-to-year comparisons between 2021 and 2020. A discussion of year-to-year comparisons between 2020 and 2019 can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 26, 2021, under Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.





OVERVIEW


HealthStream provides primarily SaaS based applications for healthcare organizations-all designed to improve business and clinical outcomes by supporting the people who deliver patient care.

We are in the process of more completely unifying the Company under a single platform strategy that will serve as the foundation for the entire enterprise. By enabling our applications through a common technology platform known as hStream, we believe that stand-alone applications, which already provide a powerful value proposition, will begin to leverage each other to more efficiently and effectively empower our customers to manage their businesses and improve their outcomes. As we continue to achieve this goal of orienting multiple applications in relation to a single technology platform, distinctions between our current reporting segments of Workforce Solutions and Provider Solutions may become less applicable, or even obsolete, in terms of how we operate and report on the Company's business. At the current time, what we characterize and report on as Workforce Solutions products are used by healthcare organizations to meet a broad range of their clinical development, learning and performance, certification, scheduling, safety and compliance, and competency assessment needs. Provider Solutions products are used by healthcare organizations for provider credentialing, privileging, and enrollment needs. HealthStream's primary customers include healthcare organizations and other participants in the healthcare industry.





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Revenues for the year ended December 31, 2021 were $256.7 million, compared to $244.8 million for the year ended December 31, 2020, an increase of 5%. Revenues were positively impacted from recent acquisitions (detailed below) of $27.2 million, net of deferred revenue write-downs, and growth in other workforce and provider revenues of $19.6 million. The contributions from recent acquisitions and growth in other revenues more than offset the decline of $34.9 million from the legacy resuscitation products. Gross margins improved to 64.5% during 2021 compared to 63.5% in 2020. Operating income decreased by 49% to $8.1 million for 2021, compared to $15.8 million for 2020. Net income decreased to $5.8 million for 2021, compared to $14.1 million for 2020. Earnings per share were $0.18 per share (diluted) for 2021, compared to $0.44 per share (diluted) for 2020. Revenues from Workforce Solutions increased by 4%, or $7.9 million, and revenues from Provider Solutions grew by 9%, or $4.0 million. As of December 31, 2021, the Company had approximately 5.04 million contracted subscriptions to hStream, our emerging technology platform. During 2021, the Company deployed capital to fund two acquisitions for approximately $6.0 million in cash and made approximately $5.1 million of share repurchases. As of December 31, 2021, cash and investment balances approximated $51.9 million, and the Company maintained full availability under its $65.0 million revolving credit facility.

Since the beginning of 2020, we have completed six acquisitions. We acquired NurseGrid in March 2020, we acquired ShiftWizard in October 2020, and in December 2020, we acquired ANSOS and substantially all of the assets of myClinicalExchange. In January 2021, we acquired ComplyALIGN and substantially all the assets of Rievent in December 2021. For additional information regarding acquisitions, please see Note 8 of the Consolidated Financial Statements included elsewhere in this report.

IMPACT AND RESPONSE TO COVID-19 PANDEMIC

The COVID-19 pandemic persists and continues to cause uncertainty and potential economic volatility, including with regard to the pandemic's various and unpredictable impacts on our healthcare customers and our business.

Our business is focused on providing solutions to healthcare organizations, and as such the pandemic's adverse impact on healthcare organizations has resulted in an adverse impact on our Company. We believe that certain developments related to the pandemic negatively impacted our business in 2021, and are expected to continue to negatively impact our business during 2022 and potentially thereafter, as described below. In particular, sales cycles have been delayed or postponed such that declines in sales bookings by customers since the beginning of the pandemic will result in a negative impact to revenue and earnings in 2022 and potentially thereafter.

Similar to the year ended December 31, 2020, our operating income for the year ended December 31, 2021 benefited from a temporary reduction of operating expenses related to the pandemic, but the operating expense reduction itself-despite its positive impact on our operating results-is indicative of the negative impact the pandemic is having on new bookings and renewals. We have experienced, and expect to continue to experience, delayed and reduced bookings and renewals due to the pandemic. Given that we sell multiple year subscriptions to our solutions, the revenue impact of lost or delayed sales in a given period generally does not manifest until future periods, just as the revenue we recognize in a given period is generally the result of sales from a prior period. Since mid-March 2020, our sales organization has had limited opportunities to travel and conduct onsite sales meetings with existing or prospective customers, and we have also cancelled tradeshows, which typically provide future sales opportunities.

When travel restrictions lessen and travel resumes at a more normal level, we expect operating expenses associated with travel to have a negative impact on our operating results, and we do not expect revenue generated from such activities to begin offsetting such increases to operating expenses at the same time we incur such expenses. However, the uncertain trajectory of the pandemic may impact when and to what extent normal operating expenses, including expenses related to sales travel and in-person tradeshows, increases or remains abated.

We continue to closely monitor developments related to the pandemic that may have an adverse impact on our operational and financial performance. We also continue to take actions focused on the safety and well-being of our employees, assisting our customers in this time of need, and mitigating operational and financial impacts to our business. We intend to continue serving our customers both in their battle to defeat the coronavirus and across the continuum of their other workforce and provider solution needs.





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Additionally, to promote the safety and well-being of our employees, we required our entire workforce to begin working remotely from home beginning March 16, 2020. Beginning December 1, 2021, we allowed employees who demonstrated proof of vaccination the option to work in our offices at their discretion, but a large majority of our workforce continues to work remotely. In 2021, we also adopted a hybrid work policy that allows employees the choice of whether to work in an office or remotely, and we expect this policy to govern our work after the pandemic ends.

Many healthcare organizations have been, and may continue to be, substantially adversely impacted by the pandemic. The period of time over which this adverse impact continues, the extent to which certain healthcare organizations continue to receive and/or are eligible to utilize governmental funds as the result of federal stimulus and relief measures, and ongoing public health conditions related to the pandemic are important factors that may impact our business.

In light of adverse developments with respect to healthcare organizations as noted above, we are continuing to monitor the ability or willingness of our customers to:





  • pay for our solutions in a timely manner, in full, or at all;


  • implement solutions they have purchased from us; and


  • renew existing or purchase new products or services from us.



We monitor our cash position and credit exposure by evaluating, among other things, weekly cash receipts, days sales outstanding (DSO), customer requests to modify payment or contract terms, and bankruptcy notices. We experienced modest decreases in DSO during 2021 compared to 2020 as a result of faster payments from customers, and bad debts were not significantly different from pre-pandemic levels. However, while we have not experienced any adverse impacts to customer defaults resulting from COVID-19, we are unable to know whether or to what extent future negative trends related to the pandemic may arise or increase over time. Any deterioration in the collectability (or the timing of payments) of our accounts receivable could adversely impact our financial results.

The timing of implementation of our services is also relevant to our business because our software solutions do not result in revenue recognition until they are made available for use. To the extent our customers delay or fail to implement products they have previously purchased, our financial results will be adversely impacted. While we have experienced a negative impact from certain implementation delays related to COVID-19, these delays have not been consistent across products or across customers. In fact, we have become more efficient in implementing certain products during the pandemic, particularly with regard to products focused on workforce development solutions such as hStream and the HealthStream Learning Center. In contrast, solutions like CredentialStream that require greater change management efforts on the part of our customers have, in some instances, been more sensitive to implementation delays.

The U.S. economy has recently experienced various disruptions, including inflationary pressures, significant disruptions to global supply networks, and challenging labor market conditions. In this regard, we have recently experienced, and believe that some of our customers have experienced, increased labor, supply chain, capital, and other expenditures associated with current inflationary pressures. We may be unable to fully offset the impact of these increased expenditures, which may adversely impact our business and results of operations.

Conditions related to the pandemic have caused, and may continue to cause, some customers to delay purchasing decisions they otherwise would have made. Such conditions also adversely impacted the ability or willingness of some customers to renew their contracts with us or to renew contracts at the same levels. Pandemic-related conditions have also delayed or otherwise adversely impacted our ability to enter into contracts with new potential customers, as some potential customers have been focused on dealing with the impact and demands that the pandemic is having on their businesses. In addition, the limitations noted above on onsite sales meetings and in-person trade shows, as well as our customers' ongoing uncertainties due to the pandemic, have reduced, and may continue to reduce, the ability of our sales team to make sales they otherwise would likely make but for the impact of the pandemic. As the pandemic has persisted, we have, however, continued to evolve our sales approach such that our sales representatives are in frequent contact with customers via video conference and other remote means that do not require physical travel or onsite visits to our customers' facilities. The timing and extent of the resumption of in-person activities will be dependent on the prevalence and severity of future COVID-19 outbreaks, including with regard to new variants of COVID-19 that may emerge.

Given the uncertainty surrounding the adverse impacts that the pandemic could have on our business, we took certain expense management measures in 2020 as previously disclosed. For the year ended December 31, 2021, we generally discontinued these expense management measures taking into account the improved economic environment and current conditions related to the pandemic, provided that certain expenses such as those associated with travel and tradeshows remain significantly lower than pre-pandemic levels due to limitations on our ability to engage in such activities at the same levels as prior to the pandemic. We are continuing to monitor developments related to the pandemic and will continue to make such expense management adjustments as we deem necessary.





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CRITICAL ACCOUNTING ESTIMATES


Preparation of our Consolidated Financial Statements requires us to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the financial statements, reported amounts of revenues and expenses during the reporting period, and related disclosures. In the Notes to our Consolidated Financial Statements, we describe our significant accounting policies used in preparing the Consolidated Financial Statements. Our policies are evaluated on an ongoing basis and are drawn from historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results could differ under different assumptions or conditions. Our management has identified the following critical accounting policies for the areas that are materially impacted by estimates and assumptions.





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. Our contracts with customers often contain promises for multiple goods and services. For these contracts, the Company accounts for the promised goods and services in its contracts as separate performance obligations if they are distinct. 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. We generally determine 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. Judgment is required in determining whether performance obligations are distinct, standalone selling prices, and the amount of variable consideration to reflect as transaction price.





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. Management evaluates all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed. We assess the realizability of our deferred tax assets, and to the extent that we believe a recovery is not likely, we establish a valuation allowance to reduce the deferred tax asset to the amount we estimate will be recoverable. As of December 31, 2021, the Company established a valuation allowance of $2.0 million for the portion of its deferred tax assets that are not more likely than not expected to be realized, compared to a valuation allowance of $0.6 million as of December 31, 2020.

Goodwill

Goodwill represents the excess of purchase price in a business combination over the fair value of the net identifiable assets acquired. We evaluate goodwill for impairment at the reporting unit level by assessing whether it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If this assessment concludes that it is more likely than not that the fair value of a reporting unit exceeds its carrying value, then goodwill is not considered impaired and no further impairment testing is required. Conversely, if the assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a goodwill impairment test is performed to compare the fair value of the reporting unit to its carrying value. The Company determines fair value of the reporting units using both income and market-based models. Our models contain significant assumptions and accounting estimates about discount rates, future cash flows, and terminal values that could materially affect our operating results or financial position if they were to change significantly in the future and could result in an impairment. We perform our goodwill impairment assessment whenever events or changes in facts or circumstances indicate that impairment may exist and during the fourth quarter each year. The cash flow estimates and discount rates incorporate management's best estimates, using appropriate and customary assumptions and projections at the date of evaluation. For 2021, our qualitative assessment indicated that the fair value of our reporting units substantially exceeded their carrying values such that a quantitative assessment was not necessary.





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RESULTS OF OPERATIONS


Revenues and Expense Components

The following descriptions of the components of revenues and expenses apply to the comparison of results of operations.

Revenues, net. Revenues for our Workforce Solutions business segment primarily consist of the following products and services: provision of services through our platform, learning management applications, a variety of training and development content subscriptions, staff scheduling software solutions, competency tools, training, implementation and onboarding, and consulting services to serve professionals that work within healthcare organizations. Revenues for our Provider Solutions business segment are generated from our proprietary software and SaaS-based applications to help facilitate provider credentialing, privileging, and enrollment administration for healthcare organizations.

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. Personnel costs within cost of revenues are associated with individuals that facilitate product delivery, provide services, handle customer support calls or inquiries, manage the technology infrastructure for our applications, manage content, and provide training or implementation services.

Product Development. Product development consists primarily of salaries and employee benefits, contract labor, stock-based compensation, costs associated with the development of new software feature enhancements, new products, third party software licensing costs, and costs associated with maintaining and developing our products. Personnel costs within product development include our systems teams, application development, quality assurance teams, product managers, and other personnel associated with software and product development.

Sales and Marketing. Sales and marketing consist primarily of salaries and employee benefits, commissions, stock-based compensation, employee travel and lodging, third party software licensing costs, advertising, trade shows, customer conferences, promotions, and related marketing costs. Personnel costs within sales and marketing include our sales teams and marketing personnel.

Other General and Administrative Expenses. Other general and administrative expenses consist primarily of salaries and employee benefits, stock-based compensation, employee travel and lodging, facility expenses, office expenses, fees for professional services, business development and acquisition-related costs, third party software licensing costs, and other operational expenses. Personnel costs within general and administrative expenses include individuals associated with normal corporate functions (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 (Loss) Income, Net. The primary components of other income is interest income related to interest earned on cash and cash equivalents and investments in marketable securities. The primary component of other expense is interest expense related to our revolving credit facility. In addition, the income or loss attributed to equity method investments and fair value adjustments related to non-marketable equity investments is included in this category.





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2021 Compared to 2020



Revenues, net. Revenues increased approximately $11.9 million, or 5%, to
$256.7 million for 2021 from $244.8 million for 2020. At December 31, 2021, the
Company had 5.04 million contracted subscriptions to hStream, our emerging
technology platform, as compared to 4.22 million contracted subscriptions
at December 31, 2020. A comparison of revenues by business segment is as follows
(in thousands):



                                            Year Ended December 31,
Revenues by Business Segment:      2021          2020         Percentage Change
Workforce Solutions             $  205,443     $ 197,587                       4 %
Provider Solutions                  51,269        47,239                       9 %
Total revenues, net             $  256,712     $ 244,826                       5 %

% of Revenues
Workforce Solutions                     80 %          81 %
Provider Solutions                      20 %          19 %



Revenues for Workforce Solutions, which are primarily subscription-based, increased $7.9 million, or 4%, to $205.4 million in 2021 from $197.6 million in 2020. Revenues from recent acquisitions contributed to the year-over-year growth of approximately $27.2 million, net of deferred revenue write-downs, while growth from other solutions accounted for an additional $15.6 million compared to last year. Partially offsetting this revenue growth were reductions from our legacy resuscitation products, which were $3.5 million for 2021 compared to $38.4 million for 2020, a decrease of $34.9 million.

Revenues for Provider Solutions increased $4.0 million, or 9%, to $51.3 million for 2021 from $47.2 million for 2020. Revenue growth in 2021 was primarily attributable to new subscription revenues.

Cost of Revenues (excluding depreciation and amortization). Cost of revenues increased $1.7 million, or 2%, to $91.0 million for 2021 from $89.3 million for 2020. Cost of revenues as a percentage of revenues was 35% and 36% of revenues for 2021 and 2020, respectively

Cost of revenues for Workforce Solutions increased $0.7 million to $74.1 million and approximated 36% and 37% of revenues for Workforce Solutions for 2021 and 2020, respectively. The increase in amount is primarily associated with increased expenses related to recent acquisitions, the one-time contractual adjustment to cost of revenues in the amount of $3.4 million recorded during the first quarter of 2020, an increase in software expense classified as cost of revenues, and stock-based compensation related to the stock awards granted during the three months ended December 31, 2021 in connection with the contribution of stock by our chief executive officer to enable such grants. These increases in cost of revenues were partially offset by lower royalty expense associated with the decline in the legacy resuscitation revenues. Cost of revenues for Provider Solutions increased $1.0 million to $16.9 million and approximated 33% and 34% of Provider Solutions revenues for 2021 and 2020, respectively. The increase in amount is primarily associated with an increase in software expense classified as cost of revenues as well as an increase in personnel expenses.

Product Development. Product development expenses increased $9.4 million, or 29%, to $41.7 million for 2021 from $32.3 million for 2020. Product development expenses as a percentage of revenues were 16% and 13% of revenues for 2021 and 2020, respectively.

Product development expenses for Workforce Solutions increased $9.9 million to $35.4 million and approximated 17% and 13% of revenues for Workforce Solutions for 2021 and 2020, respectively. The increase is primarily due to an increase in personnel associated with the recent acquisitions, increased product development efforts across other workforce solutions, and stock-based compensation related to stock awards granted during the three months ended December 31, 2021 as noted above. Product development expenses for Provider Solutions decreased $0.5 million to $6.3 million and approximated 12% and 14% of revenues for Provider Solutions for 2021 and 2020, respectively. The decrease is primarily due to an increase in labor capitalized for internally developed software related to additional product investments across the VerityStream product suite.

Sales and Marketing. Sales and marketing expenses, including personnel costs, increased $4.2 million, or 12%, to $39.5 million for 2021 from $35.3 million for 2020. Sales and marketing expenses were 15% and 14% of revenues for 2021 and 2020, respectively.





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Sales and marketing expenses for Workforce Solutions increased $3.5 million to $31.5 million and approximated 15% and 14% of revenues for Workforce Solutions for 2021 and 2020, respectively. The increase is primarily due to increases in personnel associated with recent acquisitions, stock-based compensation related to stock awards granted during the three months ended December 31, 2021 as noted above, and marketing expenses, but was partially offset by lower sales commissions associated with the decline in legacy resuscitation revenues and decreases in travel and entertainment expenses as a result of the COVID-19 pandemic. Sales and marketing expenses for Provider Solutions increased $0.5 million to $6.7 million and approximated 13% of revenues for Provider Solutions for both 2021 and 2020. The increase in amount is primarily due to increases in general marketing expenses and stock-based compensation related to stock awards granted during the three months ended December 31, 2021 as noted above. The unallocated corporate portion of sales and marketing expenses increased $0.2 million to $1.3 million for 2021 compared to 2020 due to increases in investor relation expenses.

Other General and Administrative Expenses. Other general and administrative expenses decreased $2.2 million, or 5%, to $39.7 million for 2021 from $41.9 million for 2020. Other general and administrative expenses as a percentage of revenues were 15% and 17% of revenues for 2021 and 2020, respectively.

Other general and administrative expenses for Workforce Solutions decreased $4.0 million to $12.1 million and approximated 6% and 8% of revenues for Workforce Solutions for 2021 and 2020, respectively. The decrease is primarily associated with a decrease in software expense classified as general and administrative expenses, partially offset by expenses associated with recent acquisitions and stock-based compensation related to stock awards granted during the three months ended December 31, 2021 as noted above. Other general and administrative expenses for Provider Solutions increased $0.2 million to $3.6 million and approximated 7% of revenues for Provider Solutions for both 2021 and 2020. The increase in amount is primarily due to increases in personnel expenses and stock-based compensation related to stock awards granted during the three months ended December 31, 2021 as noted above, partially offset by a decrease in software expense classified as general and administrative expenses. The unallocated corporate portion of other general and administrative expenses increased $1.6 million to $24.0 for 2021 from $22.5 for 2020. The increase is primarily due to increased personnel expenses over the prior year and stock-based compensation related to stock awards granted during the three months ended December 31, 2021 as noted above, partially offset by a reduction in acquisition-related expenses.

Depreciation and Amortization. Depreciation and amortization increased $6.6 million, or 22%, to $36.8 million for 2021 from $30.2 million for 2020. The increase resulted from higher amortization of capitalized software and intangibles resulting from our recent acquisitions.

Other (Loss) Income, Net. Other (loss) income, net was a loss of $0.3 million for 2021 compared to income of $2.0 million for 2020. The decrease is driven by the $1.2 million gain associated with the change in fair value of the non-marketable equity investment in NurseGrid prior to the acquisition of NurseGrid on March 9, 2020, coupled with lower interest income due to reductions in bond yields and bank interest rates.

Income Tax Provision. The Company recorded a provision for income taxes of $1.9 million and $3.7 million for 2021 and 2020, respectively. The Company's effective tax rate was 25% for 2021 compared to 21% for 2020. The Company's effective tax rate primarily reflects the statutory corporate income tax rate, the net effect of state taxes, foreign income taxes, and the effect of various permanent tax differences. During the year ended December 31, 2021, the Company recorded discrete tax expense of $0.5 million, which included changes in state tax rates enacted during the period and lower research and development tax credits recognized than previously estimated. During the year ended December 31, 2020, the Company recorded a $1.2 million change in the fair value of non-marketable equity investments as a result of the NurseGrid acquisition, which is not a taxable transaction, resulting in a tax benefit of $0.3 million, and recognized tax benefits from higher research and development tax credits than previously estimated.

Net Income. Net income decreased $8.3 million, or 59%, to $5.8 million for 2021 compared to $14.1 million for 2020. Earnings per diluted share were $0.18 per share (diluted) for 2021, compared to $0.44 per share (diluted) for 2020.

Adjusted EBITDA increased 15% to $52.7 million for 2021 compared to $46.0 million for 2020. The increase resulted from the factors mentioned above. Adjusted EBITDA is a non-GAAP financial measure which we define as net income excluding the impact of the deferred revenue write-downs associated with fair value accounting for acquired businesses and before interest, income taxes, stock-based compensation, depreciation and amortization, changes in fair value of non-marketable equity investments, the de-recognition of non-cash expense resulting from the PTO expense reduction in the first quarter of 2021 and the de-recognition of non-cash royalty expense resulting from our resolution of a mutual disagreement related to various elements of a past partnership which resulted in a reduction to cost of sales in the first quarter of 2020. See "Reconciliation of Non-GAAP Financial Measures" below for a reconciliation of this calculation to the most comparable measure under U.S. GAAP and information regarding why this non-GAAP financial measure provides useful information to investors.





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Key Business Metrics


Our management utilizes the following financial and non-financial metrics in connection with managing our business.

• Revenues, net. Revenues, net, reflect income generated by the sales of goods


  and services related to our operations and reflect deferred revenue write-downs
  associated with fair value accounting for acquired businesses. Revenues, net,
  were $256.7 million for the year ended December 31, 2021 compared to $244.8
  million for the year ended December 31, 2020. Management utilizes revenue in
  connection with managing our business and believes that this metric provides
  useful information to investors as a key indicator of the growth and success of
  our products.



• Operating Income. Operating income represents the amount of profit realized


  from our operations and is calculated as the difference between revenues, net
  and operating costs and expenses. Operating income was $8.1 million for the
  year ended December 31, 2021, compared to $15.8 million for the year ended
  December 31, 2020. Management utilizes operating income in connection with
  managing our business as a key indicator of profitability. We also believe that
  operating income is useful to investors as a key measure of our profitability.



• Adjusted EBITDA. Adjusted EBITDA, calculated as set forth below under


  "Reconciliation of Non-GAAP Financial Measures," is utilized by our management
  in connection with managing our business and provides useful information to
  investors because adjusted EBITDA reflects net income adjusted for certain GAAP
  accounting, non-cash and non-operating items, as more specifically set forth
  below, which may not fully reflect the underlying operating performance of our
  business. Management further believes that adjusted EBITDA from continuing
  operations is a useful measure for evaluating the operating performance of the
  Company because such measure excludes the gain on sale in connection with the
  sale of the PX business in February 2018 included in our results of operations
  during the year ended December 31, 2019 and thus reflects the Company's ongoing
  business operations and assists in comparing the Company's results of
  operations between periods. We believe that adjusted EBITDA and adjusted EBITDA
  from continuing operations are useful to many investors to assess the Company's
  ongoing results from current operations. Adjusted EBITDA was $52.7 million for
  the year ended December 31, 2021, compared to $46.0 million for the year ended
  December 31, 2020. In addition, beginning in 2021, executive bonuses are based
  on the achievement of adjusted EBITDA targets.



• hStream Subscriptions. hStream subscriptions are determined as the number of


  subscriptions under contract for hStream. Our management utilizes hStream
  subscriptions in connection with managing our business and believes this metric
  provides useful information to investors as a measure of our progress in
  growing the value of our customer base. At December 31, 2021, we had
  approximately 5.04 million contracted subscriptions to hStream compared to
  4.22 million as of December 31, 2020.




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Reconciliation of Non-GAAP Financial Measures

This report presents adjusted EBITDA and adjusted EBITDA from continuing operations, both of which are non-GAAP financial measures used by management in analyzing our financial results and ongoing operational performance.

In order to better assess the Company's financial results, management believes that net income excluding the impact of the deferred revenue write-downs associated with fair value accounting for acquired businesses and before interest, income taxes, stock-based compensation, depreciation and amortization, changes in fair value of non-marketable equity investments, the de-recognition of non-cash expense resulting from the paid time off expense reduction in the first quarter of 2021, and the resolution of a mutual disagreement related to various elements of a past partnership which resulted in a reduction to cost of sales in the first quarter of 2020 (adjusted EBITDA) is a useful measure for evaluating the operating performance of the Company because adjusted EBITDA reflects net income adjusted for certain GAAP accounting, non-cash, and/or non-operating items which may not, in any such case, fully reflect the underlying operating performance of our business. Management also believes that adjusted EBITDA from continuing operations is a useful measure for evaluating the operating performance of the Company because such measure excludes the gain on sale in connection with the sale of the PX business in February 2018 included in our results of operations during the year ended December 31, 2019, and thus reflects the Company's ongoing business operations and assists in comparing the Company's results of operations between periods. We also believe that adjusted EBITDA and adjusted EBITDA from continuing operations are useful to many investors to assess the Company's ongoing results from current operations. In addition, beginning in 2021, executive bonuses are based on the achievement of adjusted EBITDA targets.

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

Adjusted EBITDA and adjusted EBITDA from continuing operations are non-GAAP financial measures and should not be considered as measures of financial performance under GAAP. Because adjusted EBITDA and adjusted EBITDA from continuing operations are not measurements determined in accordance with GAAP, such non-GAAP financial measures are susceptible to varying calculations. Accordingly, adjusted EBITDA and adjusted EBITDA from continuing operations, as presented, may not be comparable to other similarly titled measures of other companies.

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.





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A reconciliation of adjusted EBITDA and adjusted EBITDA from continuing operations to the most directly comparable GAAP measures for the years ended December 31, 2021, December 31, 2020, and December 31, 2019, is set forth below (in thousands).





                                                  2021            2020            2019

GAAP income from continuing operations $ 5,845 $ 14,091 $ 14,196 Deferred revenue write-down

                          4,040           1,274             280
Interest income                                        (80 )          (993 )        (3,272 )
Interest expense                                       132              96             102
Income tax provision                                 1,921           3,732           3,733
Stock-based compensation expense                     5,303           2,218           4,244
Depreciation and amortization                       36,813          30,189          27,869
Non-cash paid time off expense                      (1,011 )             -               -
Change in fair value of non-marketable
equity investments                                    (279 )        (1,181 )             -
Non-cash royalty expense                                 -          (3,440 )             -

Adjusted EBITDA from continuing operations $ 52,684 $ 45,986 $ 47,152



GAAP net income                                $     5,845     $    14,091     $    15,770
Deferred revenue write-down                          4,040           1,274             280
Interest income                                        (80 )          (993 )        (3,272 )
Interest expense                                       132              96             102
Income tax provision                                 1,921           3,732           4,212
Stock-based compensation expense                     5,303           2,218           4,244
Depreciation and amortization                       36,813          30,189          27,869
Non-cash paid time off expense                      (1,011 )             -               -
Change in fair value of non-marketable
equity investments                                    (279 )        (1,181 )             -
Non-cash royalty expense                                 -          (3,440 )             -
Adjusted EBITDA                                $    52,684     $    45,986     $    49,205

Liquidity and Capital Resources

Net cash provided by operating activities was $42.4 million during 2021 compared to $35.9 million during 2020, an increase of 18%. The increase resulted from higher cash collections compared to the prior year. The number of days sales outstanding (DSO) was 50 days for 2021 compared to 51 days for 2020. 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 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 $25.7 million during 2021 compared to $110.4 million during 2020. During 2021, the Company acquired two businesses, ComplyALIGN, and Rievent, for a combined $5.9 million in cash and on a net basis received $1.2 million of proceeds upon settling post-closing adjustments related to the ANSOS and ShiftWizard acquisitions which closed during 2020 for a net cash outflow of $4.7 million, invested in marketable securities of $5.2 million, made payments for capitalized software development of $21.9 million, purchased property and equipment of $3.4 million, and invested $1.8 million in non-marketable equity investments. These uses of cash were partially offset by $9.9 million in maturities of marketable securities and $1.4 million in proceeds from the sale of non-marketable equity investments. During 2020, the Company acquired four businesses, NurseGrid, ShiftWizard, ANSOS, and myClinicalExchange, for a combined $121.3 million in cash, invested in marketable securities of $61.2 million, purchased property and equipment of $2.0 million, made payments for capitalized software development of $16.8 million, and invested $1.3 million in non-marketable equity investments. These uses of cash were partially offset by $92.2 million in sales and maturities of marketable securities.

Cash used in financing activities was $6.2 million during 2021 compared to $20.5 million during 2020. The primary uses of cash in financing activities during 2021 included $5.0 million for repurchases of common stock and $1.2 million for payments of payroll taxes from stock-based compensation. During 2020, the primary use of cash in financing activities included $20.0 million for repurchases of common stock and $0.4 million for payments of payroll taxes from stock-based compensation.





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Our balance sheet reflects positive working capital of $6.5 million at December 31, 2021 compared to negative working capital of $4.7 million at December 31, 2020. The increase in working capital was primarily due to an increase in cash and marketable securities and a reduction in accounts payable, accrued liabilities, and current deferred revenue. The Company's primary source of liquidity is $51.9 million of cash and cash equivalents and marketable securities. The Company also has a $65.0 million revolving credit facility loan agreement, all of which was available at December 31, 2021. For additional information regarding our revolving credit facility, see Note 14 to the Company's Consolidated Financial Statements included elsewhere in this report.

The Company's contractual obligations arising in the normal course of business primarily consist of operating lease obligations and purchase obligations. The amounts included as contractual obligations represent the non-cancelable portion of agreements or the minimum cancellation fee. As further discussed in Note 15 to the Company's Consolidated Financial Statements, as of December 31, 2021, we had operating lease obligations of approximately $38.0 million, of which $4.5 million is 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 14 to the Company's Consolidated Financial Statements. As of December 31, 2021, the Company had purchase obligations of $2.6 million, with $1.7 million expected to be paid within 12 months. We believe that our existing cash and cash equivalents, marketable securities, cash generated from operations, and available borrowings under our revolving credit facility will be sufficient to meet anticipated working capital needs, new product development, and capital expenditures for at least the next 12 months and for the foreseeable future thereafter.

The Company's growth strategy includes acquiring businesses that provide complementary products and services. It is anticipated that future acquisitions, if any, would be affected through cash consideration, stock consideration, or a combination of both. The issuance of our stock as consideration for an acquisition or to raise additional capital could have a dilutive effect on earnings per share and could adversely affect our stock price. The revolving credit facility contains financial covenants and availability calculations designed to set a maximum leverage ratio of outstanding debt to consolidated EBITDA (as defined in our credit facility) and an interest coverage ratio of consolidated EBITDA to interest expense. 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, 2021, the Company was in compliance with all covenants. There can be no assurance that amounts available for borrowing under our revolving credit facility will be sufficient to consummate any possible acquisitions, and we cannot be assured that if we need additional financing, 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.

Recent Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers, as if it had originated the contracts. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2022 and early adoption is permitted. The Company will early adopt this ASU on January 1, 2022 and the adoption impact of the new standard will depend on the magnitude of future acquisitions. The standard will not impact contract assets or liabilities from business combinations occurring prior to the adoption date.





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