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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
FORM 8-K
 

 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 3, 2025 (November 3, 2025)
 

HealthStream, Inc.
(Exact name of Registrant as Specified in Its Charter)

 
Tennessee
000-27701
62-1443555
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
     
500 11th Avenue North, Suite 850,
Nashville, Tennessee
 
37203
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: 615-301-3100
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each Class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock (Par Value $0.00)
HSTM
Nasdaq
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
 






 
Item 2.02 Results of Operations and Financial Condition.
 
On November 3, 2025, HealthStream, Inc. (the “Company”) issued a press release announcing results of operations for the third quarter ended September 30, 2025 and updated guidance for the full year 2025, the text of which is set forth in Exhibit 99.1.
 
Item 7.01 Regulation FD Disclosure.
 
On November 3, 2025 the Company issued a press release announcing results of operations for the third quarter ended September 30, 2025 and updated guidance for the full year 2025, the text of which is set forth in Exhibit 99.1.
 
Item 8.01 Other Events.
 
On November 3, 2025, we announced that our Board of Directors declared a quarterly cash dividend under the Company's dividend policy in the amount of $0.031 per share of the Company’s outstanding common stock, which dividend will be payable on November 28, 2025 to holders of record on November 17, 2025.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
Number
 
Description
99.1*
 
     
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
*
Furnished herewith.
 






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






 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
   
HealthStream, Inc.
       
Date: November 3, 2025
 
By:
/s/ Scott A. Roberts
     
Scott A. Roberts
     
Chief Financial Officer
 
 
EX-99.1 2 ex_854737.htm EXHIBIT 99.1 ex_854737.htm

 

 

HealthStream Announces Third Quarter 2025 Results

Page 1

November 3, 2025

Exhibit 99.1
logo.jpg

 

 

     
 

Contact: 

Scott A. Roberts

   

Chief Financial Officer

   

(615) 301-3182

   

ir@healthstream.com

     
   

Media:

   

Mollie Condra, Ph.D.

   

Head, Investor Relations & Communications

   

(615) 301-3237

   

mollie.condra@healthstream.com

 

HEALTHSTREAM ANNOUNCES THIRD QUARTER 2025 RESULTS

 

NASHVILLE, Tenn. (November 3, 2025)— HealthStream, Inc. (the "Company") (Nasdaq: HSTM), a leading healthcare technology platform company for workforce solutions, announced today results for the third quarter ended September 30, 2025.

 

Third Quarter 2025

 

Revenues of $76.5 million in the third quarter of 2025, up 4.6% from $73.1 million in the third quarter of 2024, setting a new Company record for quarterly revenue

 

Operating income of $7.6 million in the third quarter of 2025, up 16.5% from $6.5 million in the third quarter of 2024

 

Net income of $6.1 million in the third quarter of 2025, up 6.3% from $5.7 million in the third quarter of 2024

 

Earnings per share (EPS) of $0.20 per share (diluted) in the third quarter of 2025, up from $0.19 per share (diluted) in the third quarter of 2024

 

Adjusted EBITDA1 of $19.1 million in the third quarter of 2025, up 7.9% from $17.7 million in the third quarter of 2024

 

Board of Directors declared a quarterly cash dividend of $0.031 per share, payable on November 28, 2025 to holders of record on November 17, 2025

 

Fourth Quarter 2025 Event:

 

Completed the acquisition of Virsys12, a healthcare technology company that offers payers and health plans a provider network application and data management suite, on October 8, 2025

 

Financial Results:  

Third Quarter 2025 Compared to Third Quarter 2024

Revenues for the third quarter of 2025 increased by $3.4 million, or 4.6%, to $76.5 million, compared to $73.1 million for the third quarter of 2024. Subscription revenues increased by $4.0 million, or 5.7%, and professional services revenues decreased by $0.6 million compared to the third quarter of 2024. 

 

Operating income was $7.6 million for the third quarter of 2025, up 16.5% from $6.5 million in the third quarter of 2024. The improvement in operating income was primarily attributable to increased revenues, sublease income associated with our sublease that commenced during the second quarter of 2025, and lower stock-based compensation. These improvements were partially offset by higher expenses to support investments in several areas of the business, primarily in our platform and SaaS applications, resulting in higher labor costs, higher cloud hosting and third-party software costs, and increased amortization of capitalized software costs. 

 

Net income was $6.1 million in the third quarter of 2025, up 6.3% from $5.7 million in the third quarter of 2024, and EPS was $0.20 per share (diluted) in the third quarter of 2025, up from $0.19 per share (diluted) in the third quarter of 2024. 

 

Adjusted EBITDA was $19.1 million for the third quarter of 2025, up 7.9% from $17.7 million in the third quarter of 2024.

 


1 Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of adjusted EBITDA to net income and disclosure regarding why we believe adjusted EBITDA provides useful information to investors is included later in this release.


 







HealthStream Announces Third Quarter 2025 Results

Page 2

November 3, 2025

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At September 30, 2025, the Company had cash, cash equivalents, and marketable securities of $92.6 million. The Company does not have any outstanding indebtedness from borrowed money. Capital expenditures incurred during the third quarter of 2025 were $7.8 million.

 

Year-to-Date 2025 Compared to Year-to-Date 2024

 

For the nine months ended September 30, 2025, revenues were $224.4 million, an increase of 3.2% over revenues of $217.4 million for the first nine months of 2024. Operating income for the first nine months of 2025 increased by 7.4% to $17.8 million, compared to $16.6 million for the first nine months of 2024. The increase in operating income was primarily attributable to higher revenues, sublease income associated with our sublease that commenced during the second quarter of 2025, lower bad debt expense, and lower share-based compensation expense, partially offset by higher expenses to support investments in several areas of the business, primarily in our platform and SaaS applications, resulting in higher labor costs, higher cloud hosting and third-party software costs, and increased amortization of capitalized software. Net income for the first nine months of 2025 increased to $15.8 million, compared to $15.1 million for the first nine months of 2024. Earnings per share were $0.52 per share (diluted) for the first nine months of 2025, compared to $0.50 per share (diluted) for the first nine months of 2024. Adjusted EBITDA increased by 4.6% to $52.9 million for the first nine months of 2025, compared to $50.6 million for the first nine months of 2024.

 

Other Business Updates

 

On May 8, 2025, the Company announced a share repurchase program approved by the Board of Directors under which the Company was authorized to repurchase up to $25.0 million of its outstanding shares of common stock. Pursuant to this authorization, the Company was authorized to make repurchases in the open market, including under a Rule 10b5-1 plan, through privately negotiated transactions, or otherwise. During the three and nine months ended September 30, 2025, the Company repurchased 255,833 shares and 905,786 shares of common stock at an aggregate fair value of $6.9 million and $25.0 million, respectively. This share repurchase program is no longer in effect as the maximum dollar amount under the program was expended during the three months ended September 30, 2025, as referenced above.

 

On October 8, 2025, the Company acquired all the equity of Virsys12, LLC, a healthcare technology company that offers payers and health plans an innovative provider data management suite used for onboarding, credentialing, and network management, for $13.0 million in cash, subject to a post-closing working capital adjustment, plus up to an additional $4.0 million in cash which may be paid contingent upon the performance of Virsys12, LLC, during a three-year period following the closing. This acquisition expands HealthStream's existing provider data management and credentialing solution for payers and health plan enterprises, called Network by HealthStreamTM, launched 14 months ago, which is part of our broader, market-leading Credentialing application suite.

 

On November 3, 2025, the Board of Directors approved a quarterly cash dividend under the Company's dividend policy of $0.031 per share, payable on November 28, 2025 to holders of record on November 17, 2025.

 

Financial Outlook for 2025

The Company is updating its guidance for 2025 for the measures set forth below. For a reconciliation of projected adjusted EBITDA, a non-GAAP financial measure defined later in this release, to projected net income (the most comparable GAAP measure) for 2025, see the table included on page eight of this release.

 

   

Full Year 2025 Guidance

      Low         High    

Revenue1

  $ 299.5  

-

  $ 301.5  

million

                     

Net Income2

  $ 20.3  

-

  $ 21.5  

million

                     

Adjusted EBITDA3

  $ 69.5  

-

  $ 71.5  

million

                     

Capital Expenditures4

  $ 33.0  

-

  $ 34.0  

million

 

1 Previous expected Revenue guidance range was $297.5 to $303.5 million. 

2 Previous expected Net Income guidance range was $19.5 to $22.4 million.

3 Previous expected Adjusted EBITDA guidance range was $68.5 to $72.5 million.

4 Previous expected Capital Expenditures guidance range was $32.0 to $34.0 million.

 







HealthStream Announces Third Quarter 2025 Results

Page 3

November 3, 2025

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The Company’s guidance for 2025, as set forth above, reflects the Company’s assumptions regarding, among other things, expectations for new sales and renewals. This guidance does not include the impact of any future acquisitions or dispositions that we may complete during 2025, gains or losses from changes in the fair value of non-marketable equity investments, or impairment of long-lived assets. 

 

"In the third quarter of 2025, HealthStream delivered record quarterly revenues of $76.5 million and record quarterly adjusted EBITDA of $19.1 million," said Robert A. Frist, Jr., Chief Executive Officer, HealthStream. "We are excited that our hStream platform is starting to create new business and social network opportunities in connecting two constituencies: individual healthcare professionals and organizations that employ them."

 

A conference call with Robert A. Frist, Jr., Chief Executive Officer, Scott A. Roberts, Chief Financial Officer and Senior Vice President, and Mollie Condra, Head, Investor Relations and Communications, will be held on Tuesday, November 4, 2025, at 9:00 a.m. (ET). Participants may access the conference call live via webcast using this link: https://edge.media-server.com/mmc/p/d4fjwuse. To participate via telephone, please register in advance using this link: https://register-conf.media-server.com/register/BI3ab58fbd4817439992404078877d07d6. A replay of the conference call and webcast will be archived on the Company’s website in the Investor Relations section under “Events & Presentations.”

 

Use of Non-GAAP Financial Measures

This press release presents adjusted EBITDA, a non-GAAP financial measure used by management in analyzing the Company’s financial results and ongoing operational performance. In order to better assess the Company’s financial results, management believes that net income before interest, income taxes, stock-based compensation, depreciation and amortization, and changes in fair value of, including gains (losses) on the sale of, non-marketable equity investments (“adjusted EBITDA”) is a useful measure for evaluating the operating performance of the Company because adjusted EBITDA reflects net income adjusted for certain GAAP accounting, non-cash, and/or non-operating items which may not, in any such case, fully reflect the underlying operating performance of our business. We believe that adjusted EBITDA is useful to investors to assess the Company’s ongoing operating performance and to compare the Company’s operating performance between periods. In addition, certain short-term cash incentive bonuses and performance-based equity awards are based on the achievement of adjusted EBITDA (as defined in applicable bonus and equity grant documentation) targets.

 

Adjusted EBITDA is a non-GAAP financial measure and should not be considered as a measure of financial performance under GAAP. Because adjusted EBITDA is not a measurement determined in accordance with GAAP, adjusted EBITDA is susceptible to varying calculations. Accordingly, adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies and has limitations as an analytical tool.

 

This non-GAAP financial measure should not be considered a substitute for, or superior to, measures of financial performance, which are prepared in accordance with GAAP. Investors are encouraged to review the reconciliations of adjusted EBITDA to net income (the most comparable GAAP measure), which is set forth below in this release.

 

About HealthStream

HealthStream (Nasdaq: HSTM) is the healthcare industry’s largest ecosystem of platform-delivered workforce solutions that empowers healthcare professionals to do what they do best: deliver excellence in patient care. For more information about HealthStream, visit www.healthstream.com or call 615-301-3100. 

 







HealthStream Announces Third Quarter 2025 Results

Page 4

November 3, 2025

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HEALTHSTREAM, INC.

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30, 2025

   

September 30, 2024

   

September 30, 2025

   

September 30, 2024

 

Revenues, net

  $ 76,474     $ 73,095     $ 224,355     $ 217,411  

Operating costs and expenses:

                               

Cost of revenues (excluding depreciation and amortization)

    26,507       24,470       78,357       72,825  

Product development

    12,107       12,100       36,228       36,208  

Sales and marketing

    12,143       11,497       36,101       34,676  

General and administrative

    7,330       8,457       23,396       26,325  

Depreciation and amortization

    10,820       10,073       32,441       30,779  

Total operating costs and expenses

    68,907       66,597       206,523       200,813  
                                 

Operating income

    7,567       6,498       17,832       16,598  
                                 

Interest income

    788       1,007       2,676       2,856  

Other expense, net

    (103 )     (26 )     (141 )     (134 )
                                 

Income before income tax provision

    8,252       7,479       20,367       19,320  

Income tax provision

    2,166       1,754       4,559       4,202  

Net income

  $ 6,086     $ 5,725     $ 15,808     $ 15,118  
                                 

Net income per share:

                               

Basic

  $ 0.20     $ 0.19     $ 0.52     $ 0.50  

Diluted

  $ 0.20     $ 0.19     $ 0.52     $ 0.50  
                                 

Weighted average shares of common stock outstanding:

                               

Basic

    29,688       30,409       30,151       30,374  

Diluted

    29,811       30,590       30,283       30,512  

Dividends declared per share

  $ 0.031     $ 0.028     $ 0.093     $ 0.084  

 







HealthStream Announces Third Quarter 2025 Results

Page 5

November 3, 2025

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HEALTHSTREAM, INC.

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

   

September 30,

   

December 31,

 
   

2025

   

2024

 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 53,544     $ 59,469  

Marketable securities

    39,047       37,748  

Accounts and unbilled receivables, net

    33,722       35,322  

Prepaid and other current assets

    21,261       20,583  

Total current assets

    147,574       153,122  
                 

Capitalized software development, net

    45,699       43,370  

Property and equipment, net

    11,143       10,741  

Operating lease right of use assets, net

    15,667       17,453  

Goodwill and intangible assets, net

    236,992       246,768  

Other assets

    42,855       39,312  

Total assets

  $ 499,930     $ 510,766  
                 

LIABILITIES AND SHAREHOLDERS’ EQUITY

               

Current liabilities:

               

Accounts payable, accrued, and other liabilities

  $ 26,809     $ 31,466  

Deferred revenue

    85,687       84,227  

Total current liabilities

    112,496       115,693  

Deferred tax liabilities

    19,671       14,596  

Deferred revenue, noncurrent

    1,289       1,655  

Operating lease liability, noncurrent

    15,292       17,366  

Other long-term liabilities

    1,989       2,101  

Total liabilities

    150,737       151,411  
                 

Shareholders’ equity:

               

Common stock

    228,753       252,432  

Accumulated other comprehensive loss

    (1,532 )     (2,049 )

Retained earnings

    121,972       108,972  

Total shareholders’ equity

    349,193       359,355  

Total liabilities and shareholders' equity

  $ 499,930     $ 510,766  

 







HealthStream Announces Third Quarter 2025 Results

Page 6

November 3, 2025

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HEALTHSTREAM, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2025

   

2024

 

Operating activities:

               

Net income

  $ 15,808     $ 15,118  

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

               

Depreciation and amortization

    32,441       30,779  

Stock-based compensation

    2,734       3,285  

Amortization of deferred commissions

    9,190       9,060  

Deferred income taxes

    5,055       (960 )

Provision for credit losses

    568       2,027  

Loss on equity method investments

    150       150  

Other

    (1,146 )     (1,205 )

Changes in assets and liabilities:

               

Accounts and unbilled receivables

    1,033       4,744  

Prepaid and other assets

    (12,061 )     (8,210 )

Accounts payable, accrued, and other liabilities

    (4,739 )     (7,105 )

Deferred revenue

    1,094       (1,183 )

Net cash provided by operating activities

    50,127       46,500  
                 

Investing activities:

               

Purchases of marketable securities, net of proceeds

    (148 )     (5,361 )

Proceeds from sale of non-marketable equity investments

          765  

Purchase of other investments

    (1,500 )      

Purchases of property and equipment

    (3,481 )     (1,198 )

Payments associated with capitalized software development

    (21,910 )     (20,107 )

Net cash used in investing activities

    (27,039 )     (25,901 )
                 

Financing activities:

               

Taxes paid related to net settlement of equity awards

    (1,196 )     (932 )

Payment of cash dividends

    (2,809 )     (2,551 )

Repurchases of common stock

    (25,018 )      

Net cash used in financing activities

    (29,023 )     (3,483 )
                 

Effect of exchange rate changes on cash and cash equivalents

    10       40  

Net (decrease) increase in cash and cash equivalents

    (5,925 )     17,156  

Cash and cash equivalents at beginning of period

    59,469       40,333  

Cash and cash equivalents at end of period

  $ 53,544     $ 57,489  

 







HealthStream Announces Third Quarter 2025 Results

Page 7

November 3, 2025

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

Operating Results Summary

(In thousands)

(Unaudited)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2025

   

2024

   

2025

   

2024

 

GAAP net income

  $ 6,086     $ 5,725     $ 15,808     $ 15,118  

Interest income

    (788 )     (1,007 )     (2,676 )     (2,856 )

Interest expense

    26       26       76       75  

Income tax provision

    2,166       1,754       4,559       4,202  

Stock-based compensation expense

    794       1,131       2,734       3,285  

Depreciation and amortization

    10,820       10,073       32,441       30,779  

Adjusted EBITDA

  $ 19,104     $ 17,702     $ 52,942     $ 50,603  

 

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

 







HealthStream Announces Third Quarter 2025 Results

Page 8

November 3, 2025

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Reconciliation of GAAP to Non-GAAP Financial Measures

Financial Outlook for 2025

(In thousands)

(Unaudited)

 

   

Low

   

High

 

Net income

  $ 20,300     $ 21,500  

Interest income

    (3,300 )     (3,400 )

Interest expense

    100       100  

Income tax provision

    5,800       6,200  

Stock-based compensation expense

    3,500       3,700  

Depreciation and amortization

    43,100       43,400  

Adjusted EBITDA

  $ 69,500     $ 71,500  

 







HealthStream Announces Third Quarter 2025 Results

Page 9

November 3, 2025

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This press release includes certain forward-looking statements (statements other than solely with respect to historical fact), including statements regarding expectations for financial performance for 2025 and our quarterly dividend policy, that involve risks and uncertainties regarding HealthStream. These statements are based upon management’s beliefs, as well as assumptions made by and data currently available to management. This information has been, or in the future may be, included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions that forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by the forward-looking statements, including as a result of negative economic conditions, changes in U.S. policy, adverse developments impacting the healthcare industry, tariff and trade-related developments, inflationary pressures, geopolitical instability, and legal requirements and contractual restrictions which may affect continuation of our quarterly cash dividend policy and the declaration and/or payment of dividends thereunder, which may be modified, suspended, or canceled in any manner and at any time that our Board may deem necessary or appropriate, as well as risks referenced in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 28, 2025, the Company's Quarterly Report on Form 10-Q for the six months ended June 30, 2025, filed on August 7, 2025, and in the Company’s other filings with the Securities and Exchange Commission from time to time. Consequently, such forward-looking information should not be regarded as a representation or warranty or statement by the Company that such projections will be realized. Many of the factors that will determine the Company’s future results are beyond the ability of the Company to control or predict. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. The Company undertakes no obligation to update or revise any such forward-looking statements.  

  

 

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