Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-27701 HEALTHSTREAM, INC. (Exact name of registrant as specified in its charter) Tennessee 62-1443555 (State or other jurisdict ...

Financial Data and Key Metrics Changes - In Q4 2021, revenues increased by 4% year-over-year to $64.3 million, while adjusted EBITDA improved by 12% to $12 million [14][17] - For the full year 2021, the company achieved record revenues of $256.7 million and record adjusted EBITDA of $52.7 million [19] - The gross margin for Q4 2021 was 64.3%, up from 63.2% in the previous year, and adjusted EBITDA margin was 18.7% compared to 17.4% last year [15][17] Business Line Data and Key Metrics Changes - Workforce Solutions revenues were $50.9 million, up 2.4%, while Provider Solutions revenues were $13.5 million, up 10.8% [14] - Excluding the legacy resuscitation products, consolidated revenue growth was 16.6%, comprised of 6.2% organic growth and 10.4% from acquisitions [15][17] Market Data and Key Metrics Changes - The company ended 2021 with over 5 million hStream subscriptions, representing a 21% increase year-over-year [28] - The pandemic's impact on the healthcare workforce remains significant, with ongoing challenges in onboarding and retaining staff [9][21] Company Strategy and Development Direction - The company is focused on becoming a single platform capable of integrating proprietary and third-party applications, enhancing value for the healthcare market [24][26] - The hStream platform strategy is central to the company's operations, with three primary application suites: learning and development, credentialing, and scheduling and capacity management [27][28] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in continued growth despite the lingering effects of the pandemic on the healthcare workforce [9][21] - The guidance for 2022 includes projected revenues between $267.5 million and $273 million, with adjusted EBITDA expected to range between $50 million and $53.5 million [20] Other Important Information - The company completed two acquisitions in 2021 and plans to continue pursuing growth opportunities through M&A [19][25] - A share repurchase program of up to $20 million was authorized, with $5.1 million already utilized by the end of 2021 [18] Q&A Session Summary Question: Will the stress on hospitals and healthcare providers from employment issues resolve quickly? - Management indicated that while operational improvements have been made, workforce challenges will persist due to burnout and fatigue [44][45] Question: Can customers who deferred decisions return in Q1 or Q2? - Management noted that some customers expressed interest in reviewing other products, indicating strong relationships and potential for future sales [49][50] Question: How many customers are currently utilizing the Jane application? - Management committed to providing market share data in future calls, noting an increase in contracting velocity for Jane [51][53] Question: What is the guidance for gross margins in 2022? - Management expects to maintain gross margins in the mid-60% range throughout 2022, supported by a favorable product mix [56][57] Question: How did bookings progress throughout 2021? - Management noted that the fourth quarter typically sees the highest bookings, but the company experienced a relative miss compared to expectations [78][79] Question: What is the growth profile for recent acquisitions? - Management indicated that recent acquisitions are in early stages of integration, with expectations for returns on investment over the next 24 to 36 months [81][84]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No.: 000-27701 HealthStream, Inc. (Exact name of registrant as specified in its charter) Tennessee 62-1443555 (State or other jurisdiction of incorporation or organization) ...

Financial Data and Key Metrics Changes - For Q3 2021, revenues were $64.1 million, reflecting a 5% increase compared to the same period last year, despite a $9.2 million decline in legacy resuscitation revenues [24][54] - Year-to-date revenues increased by 5% and adjusted EBITDA rose by 15% compared to the first nine months of the previous year [23][51] - Adjusted EBITDA for Q3 was $12.5 million, an increase of 11.5% year-over-year, with an EBITDA margin of 19.5% compared to 18.4% last year [53][56] Business Line Data and Key Metrics Changes - Workforce Solutions revenues were $51.2 million, up 4%, while Provider Solutions revenues were $12.9 million, up 10.7% [53] - Excluding legacy resuscitation revenues, consolidated revenues grew by approximately 24%, with 10.5% organic growth and 13.7% from acquisitions [54] Market Data and Key Metrics Changes - The company noted a regional impact on client operations due to COVID-19, leading to delays in implementation and sales cycles [113] - The ongoing impact of COVID-19 has caused longer sales cycles and delayed decisions from customers, particularly those with high COVID patient admissions [60] Company Strategy and Development Direction - The company is transitioning to a one-platform model with hStream, which will interconnect various application suites, including learning and development, credentialing and privileging, and scheduling and capacity management [65][68] - The focus is on enhancing the functionality of applications through the hStream platform, which allows for better data mobility and integration across services [73][75] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the company's ability to grow despite challenges posed by the pandemic and employee turnover, indicating a strong hiring environment [20][58] - The company anticipates that the turnover rate will stabilize, allowing for more effective hiring and operational efficiency in the coming quarters [21][29] Other Important Information - The company hosted its second annual Nurse Well-being Week, engaging over 6,500 nurses in activities focused on well-being [104] - A virtual Users Group conference called Thrive21 is scheduled for November 2 and 3, focusing on credentialing industry trends [106] Q&A Session Summary Question: Update on the health of the client base and ED volumes - Management noted that client operations have been regionally impacted by COVID-19, causing delays in implementation and creating "air gaps" in business operations [113]

Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q (Mark One) ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No.: 000-27701 HealthStream, Inc. (Exact name of registrant as specified in its charter) Tennessee 62-1443555 (State or other jurisdiction of incorporation or organization) 500 ...

Financial Data and Key Metrics Changes - The company reported a 7% increase in topline revenues, reaching $64.8 million, and a 20% increase in adjusted EBITDA to a record $14.5 million compared to the same period last year [9][35][36] - The full-year revenue guidance was updated to a range of $253 million to $257 million, reflecting a $5 million increase from the previous midpoint [10] - Adjusted EBITDA for the full year is now expected to be between $48 million and $50 million, up from the previous range of $40 million to $44 million [11][44] Business Line Data and Key Metrics Changes - Workforce Solutions revenues were $52.2 million, up 6.7%, while Provider Solutions revenues were $12.7 million, up 8.5% [37] - Excluding revenues from the Legacy Resuscitation business, consolidated revenues grew by 28%, comprised of 13% organic growth and 15% from acquisitions [39] - The gross margin was reported at 65%, consistent with the company's objective to maintain mid-60% margins [40] Market Data and Key Metrics Changes - The company faced a $38.4 million decline in revenue from legacy resuscitation products, impacting overall revenue growth [10] - The market response to newer solutions, such as the American Red Cross Resuscitation Suite and the AI-driven Jane product, has been positive, contributing to growth [20][21] Company Strategy and Development Direction - The company is focused on transitioning to higher-margin products and has articulated three key transitions to achieve this goal [23] - Investments will be made in the newly acquired scheduling and capacity management business, aiming to replicate the success of the VerityStream application suite [55][56] - The company aims for organic high single-digit revenue growth rates of 7% to 9% and adjusted EBITDA margins of 17% to 21% for 2022 [17][18] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges posed by the Delta variant and its impact on hospitalizations, but remains hopeful for continued progress in overcoming the pandemic [6][7] - The company expects to see a return to travel expenses and increased personnel costs in the second half of the year due to hiring needs and turnover [12][14] - There is a degree of uncertainty in the market, particularly regarding delayed purchasing decisions from hospitals [51] Other Important Information - The company has adopted a hybrid work policy, allowing employees to work from home or the office, and is reducing office space needs [52][64] - The company has seen a significant increase in new sales bookings and renewals, indicating improving market conditions [50] Q&A Session Summary Question: Can you discuss the hiring environment and turnover? - Management noted increased turnover rates but emphasized a strong company culture that attracts new employees, with no significant increase in hiring costs observed [71][72][76] Question: What are the expectations for travel expenses in the second half? - Travel expenses are expected to gradually increase, with a budget of $250,000 in Q3 and $500,000 in Q4 [82][84] Question: How is the company addressing hiring challenges faced by hospitals? - The company is positioning its products to support workforce development and retention, which is increasingly important for hospitals [92][93] Question: Can you provide an update on the Jane product's pipeline? - The company continues to achieve its sales objective of one sale per week for Jane, despite some hesitancy in purchasing decisions [105][106]

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=Part%20I.%20Financial%20Information) This section provides HealthStream's unaudited condensed consolidated financial statements and management's analysis for Q1 2021 [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents HealthStream's unaudited condensed consolidated financial statements and related notes for Q1 2021 and prior periods [Condensed Consolidated Balance Sheets (Unaudited)](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited)) This section presents the unaudited condensed consolidated balance sheets for HealthStream, Inc. as of March 31, 2021, and December 31, 2020 Condensed Consolidated Balance Sheets (Unaudited) - Key Figures (in thousands USD) | Metric | March 31, 2021 | December 31, 2020 | | :-------------------------------- | :------------- | :---------------- | | Total current assets | $114,977 | $114,725 | | Total assets | $501,682 | $500,313 | | Total current liabilities | $116,906 | $119,442 | | Total shareholders' equity | $336,805 | $334,062 | | Total liabilities and shareholders' equity | $501,682 | $500,313 | - Total assets increased slightly from **$500.3 million** at December 31, 2020, to **$501.7 million** at March 31, 2021. Total shareholders' equity also saw a modest increase from **$334.1 million** to **$336.8 million**[9](index=9&type=chunk) [Condensed Consolidated Statements of Income (Unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20(Unaudited)) This section presents the unaudited condensed consolidated statements of income for the three months ended March 31, 2021, and 2020 Condensed Consolidated Statements of Income (Unaudited) - Key Figures (in thousands USD, except per share data) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Revenues, net | $63,468 | $61,572 | | Total operating costs and expenses | $60,168 | $54,328 | | Operating income | $3,300 | $7,244 | | Net income | $2,291 | $7,092 | | Net income per share (Diluted) | $0.07 | $0.22 | - Net revenues increased by **3% year-over-year**, from **$61.6 million** in Q1 2020 to **$63.5 million** in Q1 2021. However, operating income decreased by **54%** and net income decreased by **68%** due to higher operating costs and expenses in 2021 and a one-time contractual adjustment in 2020[12](index=12&type=chunk) [Condensed Consolidated Statements of Comprehensive Income (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Unaudited)) This section presents the unaudited condensed consolidated statements of comprehensive income for the three months ended March 31, 2021, and 2020 Condensed Consolidated Statements of Comprehensive Income (Unaudited) - Key Figures (in thousands USD) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net income | $2,291 | $7,092 | | Total other comprehensive income (loss) | $234 | $(145) | | Comprehensive income | $2,525 | $6,947 | - Comprehensive income decreased significantly from **$6.9 million** in Q1 2020 to **$2.5 million** in Q1 2021, primarily driven by the decrease in net income, despite a positive shift in other comprehensive income from a loss to a gain[14](index=14&type=chunk) [Condensed Consolidated Statement of Shareholders' Equity (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Shareholders%27%20Equity%20(Unaudited)) This section presents the unaudited condensed consolidated statement of shareholders' equity for the three months ended March 31, 2021 Condensed Consolidated Statement of Shareholders' Equity (Unaudited) - Key Figures (in thousands USD) | Metric | Balance at Dec 31, 2020 | Balance at Mar 31, 2021 | | :-------------------------------- | :---------------------- | :---------------------- | | Total Shareholders' Equity | $334,062 | $336,805 | | Net income | N/A | $2,291 | | Stock based compensation | N/A | $616 | | Common stock issued under stock plans, net | N/A | $(399) | - Total shareholders' equity increased from **$334.1 million** at December 31, 2020, to **$336.8 million** at March 31, 2021, primarily due to net income and stock-based compensation, partially offset by common stock issued under stock plans[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) This section presents the unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2021, and 2020 Condensed Consolidated Statements of Cash Flows (Unaudited) - Key Figures (in thousands USD) | Activity | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash provided by operating activities | $19,104 | $6,116 | | Net cash used in investing activities | $(9,660) | $(19,904) | | Net cash used in financing activities | $(411) | $(10,279) | | Net increase (decrease) in cash and cash equivalents | $8,782 | $(24,113) | | Cash and cash equivalents at end of period | $45,348 | $107,425 | - Net cash provided by operating activities significantly increased to **$19.1 million** in Q1 2021 from **$6.1 million** in Q1 2020. Net cash used in investing activities decreased, and net cash used in financing activities also decreased substantially, leading to a net increase in cash and cash equivalents in Q1 2021 compared to a decrease in Q1 2020[19](index=19&type=chunk) [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section provides detailed notes explaining the basis of presentation, revenue recognition, income taxes, and other financial statement items [1. BASIS OF PRESENTATION](index=8&type=section&id=1.%20BASIS%20OF%20PRESENTATION) This note describes the basis for preparing the unaudited condensed consolidated financial statements in accordance with US GAAP and Form 10-Q - The unaudited Condensed Consolidated Financial Statements are prepared in accordance with US GAAP for interim financial information and Form 10-Q instructions, including normal recurring accruals. Operating results for Q1 2021 are not indicative of the full year[20](index=20&type=chunk) [2. REVENUE RECOGNITION AND SALES COMMISSIONS](index=8&type=section&id=2.%20REVENUE%20RECOGNITION%20AND%20SALES%20COMMISSIONS) This note details the company's revenue recognition policies and disaggregates revenues by business segment for the reported periods Revenues Disaggregated by Source (in thousands USD) | Business Segments | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :------------------ | :-------------------------------- | :-------------------------------- | | Workforce Solutions | $51,247 | $49,824 | | Provider Solutions | $12,221 | $11,748 | | Total revenues, net | $63,468 | $61,572 | - The Company expects to recognize approximately **$446 million** of revenue from remaining performance obligations, with about **46%** recognized over the next **12 months**. Amortization of deferred commissions was **$2.1 million** in Q1 2021 and **$2.2 million** in Q1 2020[24](index=24&type=chunk)[26](index=26&type=chunk) [3. INCOME TAXES](index=9&type=section&id=3.%20INCOME%20TAXES) This note provides information on the income tax provision and effective tax rates for the three months ended March 31, 2021, and 2020 Income Tax Provision and Effective Tax Rate (in thousands USD) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Income tax provision | $922 | $1,858 | | Effective tax rate | 29% | 21% | - The effective tax rate increased to **29%** in Q1 2021 from **21%** in Q1 2020, primarily due to discrete tax expense related to purchase accounting adjustments and a state tax rate change in 2021, compared to a tax benefit from a non-taxable acquisition in 2020[28](index=28&type=chunk) [4. SHAREHOLDERS' EQUITY](index=9&type=section&id=4.%20SHAREHOLDERS%27%20EQUITY) This note details changes in shareholders' equity, including stock-based compensation and the company's share repurchase program Stock Based Compensation Expense (in thousands USD) | Expense Category | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Cost of revenues | $20 | $7 | | Product development | $102 | $81 | | Sales and marketing | $65 | $49 | | Other general and administrative | $429 | $413 | | Total stock based compensation expense | $616 | $550 | - Total stock-based compensation expense increased to **$616,000** in Q1 2021 from **$550,000** in Q1 2020. The Company's share repurchase program, authorized for up to **$30.0 million**, expired on March 12, 2021, with no repurchases occurring in Q1 2021[31](index=31&type=chunk)[32](index=32&type=chunk) [5. EARNINGS PER SHARE](index=10&type=section&id=5.%20EARNINGS%20PER%20SHARE) This note provides the calculation of basic and diluted earnings per share for the three months ended March 31, 2021, and 2020 Earnings Per Share (in thousands USD, except per share data) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net income | $2,291 | $7,092 | | Weighted-average shares outstanding (Basic) | 31,504 | 32,334 | | Weighted-average diluted shares | 31,526 | 32,357 | | Net income per share (Basic) | $0.07 | $0.22 | | Net income per share (Diluted) | $0.07 | $0.22 | - Diluted EPS decreased to **$0.07** in Q1 2021 from **$0.22** in Q1 2020, reflecting the lower net income for the period. Approximately **148,000** common equivalent shares were excluded from diluted EPS calculations in Q1 2021 due to anti-dilutive effects or contingent performance conditions[33](index=33&type=chunk)[34](index=34&type=chunk) [6. MARKETABLE SECURITIES](index=10&type=section&id=6.%20MARKETABLE%20SECURITIES) This note details the fair value of marketable securities, classified as available for sale, as of March 31, 2021, and December 31, 2020 Marketable Securities Fair Value (in thousands USD) | Category | March 31, 2021 Fair Value | December 31, 2020 Fair Value | | :-------------------- | :-------------------------- | :--------------------------- | | Cash | $45,348 | $31,558 | | Time deposits | $5,022 | $10,021 | | Corporate debt securities | $5,600 | $4,915 | | Total | $55,970 | $46,494 | - The fair value of marketable securities, classified as available for sale, increased to **$56.0 million** at March 31, 2021, from **$46.5 million** at December 31, 2020. All marketable securities are classified as current assets[35](index=35&type=chunk)[36](index=36&type=chunk) [7. BUSINESS COMBINATIONS](index=11&type=section&id=7.%20BUSINESS%20COMBINATIONS) This note provides details on recent acquisitions, including NurseGrid, ShiftWizard, ANSOS Staff Scheduling, myClinicalExchange, and ComplyALIGN - The Company completed several acquisitions: NurseGrid (March 2020), ShiftWizard (October 2020), ANSOS Staff Scheduling (December 2020), myClinicalExchange (December 2020), and ComplyALIGN (January 2021). These acquisitions primarily enhance the Workforce Solutions segment[37](index=37&type=chunk)[41](index=41&type=chunk)[45](index=45&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) Goodwill and Intangible Assets from Key Acquisitions (in thousands USD) | Acquisition | Goodwill | Intangible Assets | | :---------- | :------- | :---------------- | | NurseGrid | $21,085 | $1,845 | | ShiftWizard | $19,307 | $12,660 | | ANSOS | $36,963 | $32,440 | - Goodwill increased by **$2.7 million** in Q1 2021, including a **$1.7 million** measurement period adjustment for ANSOS, **$0.6 million** from ComplyALIGN, and **$0.4 million** from currency translation[54](index=54&type=chunk) [8. BUSINESS SEGMENTS](index=15&type=section&id=8.%20BUSINESS%20SEGMENTS) This note presents financial information disaggregated by the Workforce Solutions and Provider Solutions business segments Business Segment Performance (in thousands USD) | Metric | Segment | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :-------------------- | :------------------ | :-------------------------------- | :-------------------------------- | | Revenues, net | Workforce Solutions | $51,247 | $49,824 | | | Provider Solutions | $12,221 | $11,748 | | Operating income | Workforce Solutions | $9,027 | $13,370 | | | Provider Solutions | $2,055 | $1,197 | | Segment assets (Mar 31, 2021) | Workforce Solutions | $267,993 | $270,924 (Dec 31, 2020) | | | Provider Solutions | $136,926 | $140,490 (Dec 31, 2020) | - **Workforce Solutions** revenues increased **3% YoY**, while **Provider Solutions** revenues increased **4% YoY**. Workforce Solutions operating income decreased significantly, whereas Provider Solutions operating income nearly doubled[58](index=58&type=chunk) [9. DEBT](index=16&type=section&id=9.%20DEBT) This note describes the company's revolving credit facility and confirms compliance with all debt covenants - The Company has a **$65.0 million** Revolving Credit Facility, maturing October 28, 2023, with no outstanding balances as of March 31, 2021. The facility is for general working capital, permitted acquisitions, and stock repurchases, and the Company was in compliance with all covenants[59](index=59&type=chunk)[61](index=61&type=chunk)[64](index=64&type=chunk) [10. NON-MARKETABLE EQUITY INVESTMENTS](index=17&type=section&id=10.%20NON-MARKETABLE%20EQUITY%20INVESTMENTS) This note provides the aggregate carrying amount and adjustments for non-marketable equity investments - The aggregate carrying amount of non-marketable equity investments was **$3.9 million** as of March 31, 2021, and December 31, 2020. The Company has recorded cumulative net downward adjustments of **$0.1 million** to the carrying value of these investments[65](index=65&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's detailed analysis of HealthStream's financial condition, operational results, and liquidity for Q1 2021 [Special Cautionary Notice Regarding Forward‑Looking Statements](index=18&type=section&id=Special%20Cautionary%20Notice%20Regarding%20Forward%E2%80%91Looking%20Statements) This section warns readers about forward-looking statements, emphasizing inherent risks and uncertainties that may cause actual results to differ - The report contains forward-looking statements subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially. Readers are cautioned not to place undue reliance on these statements and to consider risk factors outlined in the 2020 Form 10-K[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk) [Business Overview](index=18&type=section&id=Business%20Overview) This section provides an overview of HealthStream's SaaS-based healthcare solutions and key financial metrics for Q1 2021 - HealthStream provides SaaS-based workforce and provider solutions for healthcare organizations, focusing on talent management, compliance, and credentialing. As of March 31, 2021, the company had approximately **4.34 million** contracted subscriptions to its hStream™ Platform-as-a-Service technology[70](index=70&type=chunk) Significant Financial Metrics for Q1 2021 (in millions USD, except EPS) | Metric | Q1 2021 | Q1 2020 | Change (%) | | :-------------------- | :------ | :------ | :--------- | | Revenues | $63.5 | $61.6 | 3% | | Operating income | $3.3 | $7.2 | -54% | | Net income | $2.3 | $7.1 | -68% | | Diluted EPS | $0.07 | $0.22 | -68% | | Adjusted EBITDA | $13.6 | $11.9 | 14% | [Impact of and Response to COVID-19 Pandemic](index=19&type=section&id=Impact%20of%20and%20Response%20to%20COVID-19%20Pandemic) This section discusses the negative impact of the COVID-19 pandemic on revenues and earnings, and the company's operational adjustments - The COVID-19 pandemic has negatively impacted HealthStream's revenues in Q1 2021 and is expected to continue affecting revenue and earnings due to delayed or postponed sales cycles and reduced bookings/renewals. Operating expenses benefited from a **$1.2 million** reduction in travel-related costs in Q1 2021[74](index=74&type=chunk)[75](index=75&type=chunk) - The company continues to monitor customer ability to pay, implement solutions, and renew contracts, noting modest increases in Days Sales Outstanding (DSO) in Q1 2021. All employees have been working remotely since March 2020[77](index=77&type=chunk)[79](index=79&type=chunk) [Key Business Metrics](index=21&type=section&id=Key%20Business%20Metrics) This section highlights key operational and financial metrics, including hStream subscriptions and Adjusted EBITDA, for Q1 2021 Key Business Metrics (in millions USD, except subscriptions) | Metric | Q1 2021 | Q1 2020 | Change (%) | | :-------------------- | :------ | :------ | :--------- | | Revenues, net | $63.5 | $61.6 | 3% | | Operating Income | $3.3 | $7.2 | -54% | | Adjusted EBITDA | $13.6 | $11.9 | 14% | | hStream Subscriptions | 4.34 | 3.40 | 27.6% | - hStream subscriptions grew by **27.6%** to **4.34 million** as of March 31, 2021, indicating growth in the customer base for its Platform-as-a-Service technology[88](index=88&type=chunk) [Critical Accounting Policies and Estimates](index=21&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section outlines the company's critical accounting policies and estimates, with no reported changes from the prior fiscal year - The Company's critical accounting policies include revenue recognition, accounting for income taxes, software development costs, goodwill, intangibles, other long-lived assets, and allowance for doubtful accounts. No changes were reported from the 2020 Form 10-K[89](index=89&type=chunk) [Impact on Comparability of Operating Results](index=22&type=section&id=Impact%20on%20Comparability%20of%20Operating%20Results) This section explains factors affecting the comparability of Q1 2021 operating results, including acquisitions and specific non-cash adjustments - Comparability of Q1 2021 results to Q1 2020 is affected by five acquisitions completed between March 2020 and January 2021, which increased revenues and operating expenses. Revenues from legacy resuscitation products declined significantly from **$11.2 million** in Q1 2020 to **$1.8 million** in Q1 2021[91](index=91&type=chunk)[92](index=92&type=chunk) - Operating results were also impacted by a **$1.0 million** non-cash reduction to paid time off (PTO) expense in Q1 2021 and a **$3.4 million** non-cash contractual adjustment to royalty expense in Q1 2020[92](index=92&type=chunk) [Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020](index=22&type=section&id=Three%20Months%20Ended%20March%2031%2C%202021%20Compared%20to%20Three%20Months%20Ended%20March%2031%2C%202020) This section provides a detailed comparative analysis of HealthStream's revenues, costs, and expenses for Q1 2021 versus Q1 2020 [Revenues, net](index=22&type=section&id=Revenues%2C%20net) This section analyzes the net revenues by business segment, highlighting growth drivers for Workforce Solutions and Provider Solutions Revenues by Business Segment (in thousands USD) | Business Segment | Q1 2021 | Q1 2020 | Percentage Change | | :----------------- | :------ | :------ | :---------------- | | Workforce Solutions | $51,247 | $49,824 | 3% | | Provider Solutions | $12,221 | $11,748 | 4% | | Total revenues, net | $63,468 | $61,572 | 3% | - **Workforce Solutions** revenue growth was driven by recent acquisitions and other workforce solutions, offsetting declines from legacy resuscitation products. **Provider Solutions** revenue growth was due to new VerityStream subscriptions and professional services[93](index=93&type=chunk)[94](index=94&type=chunk) [Cost of Revenues (excluding Depreciation and Amortization)](index=22&type=section&id=Cost%20of%20Revenues%20(excluding%20Depreciation%20and%20Amortization)) This section analyzes the cost of revenues, excluding depreciation and amortization, and factors impacting its change Cost of Revenues (excluding Depreciation and Amortization) (in thousands USD) | Metric | Q1 2021 | Q1 2020 | Percentage Change | | :----------------- | :------ | :------ | :---------------- | | Cost of revenues | $21,237 | $20,359 | 4% | | % of revenues | 33% | 33% | 0% | - Cost of revenues increased by **$0.8 million**, or **4%**, but remained **33%** of revenues for both periods. Q1 2021 was favorably impacted by a **$0.2 million** PTO expense reduction, while Q1 2020 benefited from a **$3.4 million** one-time contractual adjustment to royalty expense[95](index=95&type=chunk) [Product Development](index=23&type=section&id=Product%20Development) This section analyzes product development expenses, highlighting increases due to acquisitions and development efforts Product Development Expenses (in thousands USD) | Metric | Q1 2021 | Q1 2020 | Percentage Change | | :----------------- | :------ | :------ | :---------------- | | Product development | $9,361 | $7,468 | 25% | | % of revenues | 15% | 12% | 3% | - Product development expenses increased by **$1.9 million**, or **25%**, primarily due to recent acquisitions and increased development efforts in Workforce Solutions. Provider Solutions saw a decrease due to increased capitalized labor for internally developed software[98](index=98&type=chunk)[99](index=99&type=chunk) [Sales and Marketing](index=23&type=section&id=Sales%20and%20Marketing) This section analyzes sales and marketing expenses, noting decreases due to lower commissions and reduced travel costs Sales and Marketing Expenses (in thousands USD) | Metric | Q1 2021 | Q1 2020 | Percentage Change | | :----------------- | :------ | :------ | :---------------- | | Sales and marketing | $8,924 | $9,188 | -3% | | % of revenues | 14% | 15% | -1% | - Sales and marketing expenses decreased by **$0.3 million**, or **3%**, mainly due to lower sales commissions from declining legacy resuscitation revenues and reduced travel expenses due to COVID-19[100](index=100&type=chunk)[101](index=101&type=chunk) [Other General and Administrative Expenses](index=23&type=section&id=Other%20General%20and%20Administrative%20Expenses) This section analyzes other general and administrative expenses, highlighting increases from acquisitions and personnel costs Other General and Administrative Expenses (in thousands USD) | Metric | Q1 2021 | Q1 2020 | Percentage Change | | :----------------- | :------ | :------ | :---------------- | | Other G&A expenses | $11,493 | $9,864 | 17% | | % of revenues | 18% | 16% | 2% | - Other general and administrative expenses increased by **$1.6 million**, or **17%**, primarily due to expenses associated with recent acquisitions and increases in personnel and professional services costs in the unallocated corporate portion[102](index=102&type=chunk)[103](index=103&type=chunk) [Depreciation and Amortization](index=23&type=section&id=Depreciation%20and%20Amortization) This section analyzes depreciation and amortization expense, noting increases due to capitalized software and recent acquisitions Depreciation and Amortization Expense (in thousands USD) | Metric | Q1 2021 | Q1 2020 | Percentage Change | | :----------------- | :------ | :------ | :---------------- | | D&A expense | $9,153 | $7,449 | 23% | - Depreciation and amortization expense increased by **$1.7 million**, or **23%**, mainly due to increased amortization associated with capitalized software and recent acquisitions[104](index=104&type=chunk) [Other (Loss) Income, Net](index=23&type=section&id=Other%20(Loss)%20Income%2C%20Net) This section analyzes the shift in other (loss) income, net, from a gain in Q1 2020 to a loss in Q1 2021 Other (Loss) Income, Net (in thousands USD) | Metric | Q1 2021 | Q1 2020 | | :----------------- | :------ | :------ | | Other (loss) income, net | $(87) | $1,706 | - Other (loss) income, net, shifted from a **$1.7 million** income in Q1 2020 to an **$87,000** loss in Q1 2021. This change was primarily due to a one-time **$1.2 million** gain from the NurseGrid acquisition in Q1 2020 and lower interest income in Q1 2021[105](index=105&type=chunk) [Income Tax Provision](index=23&type=section&id=Income%20Tax%20Provision) This section analyzes the income tax provision and effective tax rate, highlighting factors influencing their changes Income Tax Provision and Effective Tax Rate (in millions USD) | Metric | Q1 2021 | Q1 2020 | | :----------------- | :------ | :------ | | Income tax provision | $0.9M | $1.9M | | Effective tax rate | 29% | 21% | - The income tax provision decreased to **$0.9 million** in Q1 2021 from **$1.9 million** in Q1 2020, while the effective tax rate increased to **29%** from **21%**. This was influenced by discrete tax expense in 2021 (purchase accounting, state tax rate change) and a tax benefit in 2020 (NurseGrid acquisition)[106](index=106&type=chunk)[107](index=107&type=chunk) [Net Income](index=24&type=section&id=Net%20Income) This section analyzes the decrease in net income and diluted EPS for Q1 2021 compared to Q1 2020 Net Income and EPS (in millions USD, except per share data) | Metric | Q1 2021 | Q1 2020 | | :----------------- | :------ | :------ | | Net income | $2.3 | $7.1 | | Diluted EPS | $0.07 | $0.22 | - Net income decreased to **$2.3 million** (**$0.07** diluted EPS) in Q1 2021 from **$7.1 million** (**$0.22** diluted EPS) in Q1 2020. The Q1 2020 figures were positively impacted by a one-time contractual adjustment of **$2.6 million** (**$0.08** per diluted share)[108](index=108&type=chunk) [Other Developments](index=24&type=section&id=Other%20Developments) This section discusses the cessation of legacy resuscitation product revenues and the marketing of new resuscitation offerings - Revenues from legacy resuscitation products (HeartCode and RQI) under agreements with Laerdal effectively ceased at the end of 2020, contributing **$1.8 million** in Q1 2021 (down from **$11.2 million** in Q1 2020). The company expects de minimis revenue from these products in H2 2021[92](index=92&type=chunk)[110](index=110&type=chunk) - A new agreement with RQI Partners (Laerdal and American Heart Association) provides for fees when HeartCode and RQI are delivered via HealthStream Learning Center, but these fees will not replace prior legacy agreement revenues[111](index=111&type=chunk) - HealthStream is actively marketing its new American Red Cross Resuscitation Suite, launched in 2019, and other simulation-based offerings, which are expected to yield higher margins than the legacy products[112](index=112&type=chunk) [Reconciliation of Non-GAAP Financial Measures](index=24&type=section&id=Reconciliation%20of%20Non-GAAP%20Financial%20Measures) This section provides a reconciliation of GAAP net income to Adjusted EBITDA and explains revisions to its definition Adjusted EBITDA Reconciliation (in thousands USD) | Metric | Q1 2021 | Q1 2020 | | :-------------------------------- | :------ | :------ | | GAAP net income | $2,291 | $7,092 | | Deferred revenue write-down | $1,622 | $144 | | Interest income | $(18) | $(594) | | Interest expense | $32 | $25 | | Income tax provision | $922 | $1,858 | | Stock based compensation expense | $616 | $550 | | Depreciation and amortization | $9,153 | $7,449 | | Non-cash paid time off expense | $(1,011)| — | | Change in fair value of non-marketable equity investments | — | $(1,152)| | Non-cash royalty expense | — | $(3,440)| | Adjusted EBITDA | $13,607 | $11,932 | - Adjusted EBITDA increased by **14%** to **$13.6 million** in Q1 2021 from **$11.9 million** in Q1 2020. The definition of Adjusted EBITDA was revised to include adjustments for non-cash paid time off expense and deferred revenue write-downs from acquisitions, as these are considered non-ordinary course or non-operating items[114](index=114&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk)[120](index=120&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) This section analyzes HealthStream's cash flows, liquidity position, and capital resources, including its revolving credit facility - Net cash provided by operating activities increased by **$13.0 million** to **$19.1 million** in Q1 2021, driven by higher cash collections. Days Sales Outstanding (DSO) increased to **52 days** in Q1 2021 from **44 days** in Q1 2020[121](index=121&type=chunk) - Net cash used in investing activities decreased to **$9.7 million** in Q1 2021 from **$19.9 million** in Q1 2020, primarily due to lower spending on business combinations and marketable securities. Net cash used in financing activities decreased significantly to **$0.4 million** from **$10.3 million**, mainly due to no common stock repurchases in Q1 2021[122](index=122&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk) - The Company's liquidity includes **$45.3 million** in cash and cash equivalents, **$10.6 million** in marketable securities, and an available **$65.0 million** revolving credit facility. Management believes these resources are sufficient for the next **12 months**, including potential acquisitions[125](index=125&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section details HealthStream's exposure to market risks, including interest rate, foreign currency, and investment risks [Interest Rate Risk](index=26&type=section&id=Interest%20Rate%20Risk) This section discusses the company's exposure to interest rate risk, particularly concerning future borrowings and investment income - The Company had no outstanding debt as of March 31, 2021, but may be subject to interest rate risk from future borrowings under its revolving credit facility. A hypothetical **10%** decrease in interest rates would reduce annualized interest income from cash and investments by approximately **$8,000**[130](index=130&type=chunk) [Foreign Currency Risk](index=26&type=section&id=Foreign%20Currency%20Risk) This section outlines HealthStream's exposure to foreign currency risks from international revenues and expenses - HealthStream is exposed to foreign currency risks from revenues and operating expenses denominated in Canadian, New Zealand, and Australian dollars. While increases/decreases in foreign-denominated revenue are often offset by corresponding changes in expenses, growing international operations could increase this risk. The company has not used hedging contracts to date[131](index=131&type=chunk)[132](index=132&type=chunk) [Investment Risk](index=27&type=section&id=Investment%20Risk) This section describes the company's investment policy and the risks associated with strategic equity investments - The Company's investment policy focuses on highly rated securities to minimize principal loss, with limits on credit exposure and portfolio maturity. Strategic investments in privately held, early-stage healthcare technology companies may introduce volatility due to market price changes, observable price changes, and impairments[134](index=134&type=chunk)[135](index=135&type=chunk) [Item 4. Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of HealthStream's disclosure controls and reports on internal control changes for Q1 2021 [Evaluation of Controls and Procedures](index=27&type=section&id=Evaluation%20of%20Controls%20and%20Procedures) This section confirms the effectiveness of HealthStream's disclosure controls and procedures as evaluated by management - HealthStream's CEO and Principal Financial Officer evaluated the effectiveness of disclosure controls and procedures as of March 31, 2021, concluding they were effective in ensuring timely and accurate reporting of information required under the Exchange Act[137](index=137&type=chunk) [Changes in Internal Control over Financial Reporting](index=27&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section reports that no material changes occurred in HealthStream's internal control over financial reporting during Q1 2021 - No changes in HealthStream's internal control over financial reporting occurred during Q1 2021 that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[138](index=138&type=chunk) [PART II. OTHER INFORMATION](index=27&type=section&id=Part%20II.%20Other%20Information) This section provides additional information including risk factors, equity security sales, and a list of exhibits [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) This section states that there have been no material changes to the risk factors previously disclosed in the company's 2020 Form 10-K - There have been no material changes to the risk factors previously disclosed in the 2020 Form 10-K[139](index=139&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's share repurchase program, which expired on March 12, 2021, with no repurchases in Q1 2021 - The share repurchase program, authorized for up to **$30.0 million**, expired on March 12, 2021. Under this program, the Company repurchased **957,367 shares** for **$20.0 million** at an average price of **$20.89 per share**. No repurchases occurred during the three months ended March 31, 2021[140](index=140&type=chunk)[142](index=142&type=chunk) [Item 6. Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including bonus plans, stock election plans, and certifications - Exhibits include the 2021 Executive and Corporate Management Cash Incentive Bonus Plan, 2021 Provider Solutions Cash Incentive Bonus Plan, Directors Stock Election Plan, CEO and Principal Financial Officer Certifications (Sections 302 and 906 of Sarbanes-Oxley Act), and various Inline XBRL documents[144](index=144&type=chunk) [SIGNATURE](index=29&type=section&id=SIGNATURE) This section provides the official signature confirming the filing of the report - The report was signed on April 29, 2021, by **Scott A. Roberts**, Chief Financial Officer, on behalf of HealthStream, Inc[146](index=146&type=chunk)[148](index=148&type=chunk)

Financial Data and Key Metrics Changes - The company reported revenues of $63.5 million, a 3% increase year-over-year, despite a $1.6 million reduction due to deferred revenue write-downs related to acquisitions [52][56] - Operating income decreased by 54% to $3.3 million, while net income fell by 68% to $2.3 million, resulting in EPS of $0.07, down from $0.22 in the prior year [53][54] - Adjusted EBITDA improved to $13.6 million, marking a 14% increase and a record quarterly high for the company [54][55] - Gross margin was 66.5%, slightly down from 66.9% last year, but improved from an adjusted 61.3% when excluding a one-time reduction in cost of revenues [58] Business Line Data and Key Metrics Changes - Workforce Solutions revenues were $51.3 million, up 3%, while Provider Solutions revenues reached $12.2 million, up 4% [55] - Revenues from legacy resuscitation products declined significantly, contributing only $1.8 million in Q1 2021, down from $11.2 million last year [56][57] - Excluding legacy product revenues, consolidated revenues grew by 22%, with 8% organic growth and 14% from acquisitions [57] Market Data and Key Metrics Changes - The company added approximately 21,000 net new hStream subscriptions, bringing the total to about 4.34 million subscriptions [47] - The Verity hStream Application Suite contracted with 45 new customer accounts, totaling approximately 390 customers [39][40] Company Strategy and Development Direction - The company is focused on innovation, particularly with new products like Jane, an AI-driven competency development system for healthcare professionals [19][24] - The transition to a more comprehensive portfolio, including the Red Cross Resuscitation Suite and the Verity hStream platform, is seen as a key strategic move [30][39] - The company aims to achieve a gross margin of approximately 65% and return to adjusted EBITDA margins of 15% to 20% [17] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism regarding the ongoing pandemic and its impact on operations, emphasizing the need for continued investment and adaptation to new work-from-home models [8][50] - The company anticipates revenue growth despite challenges from declining legacy products and expects to achieve revenue between $245 million and $255 million for the full year 2021 [13][64] - Management highlighted the importance of customer adoption of new technologies and the potential for improved patient outcomes through investments in workforce competency [110][114] Other Important Information - The company ended the quarter with approximately $56 million in cash and investments, no debt, and full availability under its $65 million line of credit [76] - The company is evaluating potential M&A opportunities to support long-term growth objectives [77] Q&A Session Summary Question: What is driving the success of the Verity hStream product line? - Management attributed success to the comprehensive nature of the CredentialStream platform, which integrates the best features from acquired companies, leading to improved win rates in competitive situations [96][98] Question: How does the demand for workforce management solutions fit into broader AI priorities? - Management noted that while education and training often rank lower in budget priorities, organizations that recognize the link between competency and clinical outcomes are beginning to invest in solutions like Jane [108][110] Question: How are hospitals shifting their priorities as the pandemic eases? - Management observed a continued focus on quality outcomes, with stronger organizations prioritizing tools that can help achieve these goals, including the Verity hStream and other solutions [121][122]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-27701 HEALTHSTREAM, INC. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of t ...

Financial Data and Key Metrics Changes - For Q4 2020, revenues were $61.8 million, down 1% year-over-year, while operating income decreased by 66% to $1.1 million [20][25] - Income from continuing operations was $0.9 million, down 74%, and EPS from continuing operations was $0.03 per diluted share, down from $0.11 [20][25] - Adjusted EBITDA was $10.7 million, a decline of 4% [20][25] - Cash flows from operations were $35.9 million, down from $65.7 million the previous year, primarily due to lower cash receipts from legacy resuscitation products [26] Business Line Data and Key Metrics Changes - Workforce Solutions segment revenues totaled $49.7 million, down 2% year-over-year, while revenues from legacy resuscitation products declined by $5.7 million [22] - Revenues from the American Red Cross simulation suite program contributed positively to Q4 revenue growth [23] - Provider Solutions segment revenues were $12.1 million, growing by 3% year-over-year, mainly due to the acquisition of CredentialMyDoc [23] Market Data and Key Metrics Changes - The company signed over 180 new contracts for the Red Cross Suite in 2020, indicating strong market acceptance [14] - Approximately 345 customer accounts were contracted for the Verity hStream application suite, showing significant adoption [16] - The company added approximately 380,000 net new hStream subscriptions, bringing the total to approximately 4.2 million [17] Company Strategy and Development Direction - The company aims for organic high single-digit revenue growth rates and a gross margin profile of approximately 65% by 2022 [10][11] - The focus is on transitioning from legacy resuscitation products to new offerings, including the Red Cross Resuscitation Suite and Verity hStream [13][18] - The company plans to invest in R&D and acquisitions to enhance its technology platform and maintain a competitive edge [12][30] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about a gradual return to normalcy in hospital operations as vaccination rates increase [62][64] - The company anticipates that customer purchasing decisions will improve as healthcare providers adapt to operating under COVID-19 conditions [63] - There is confidence in achieving revenue growth despite the challenges posed by the pandemic and the decline in legacy product revenues [57] Other Important Information - The company completed several acquisitions, including ShiftWizard, ANSOS, and myClinicalExchange, which are expected to enhance its service offerings [21][39] - The company ended the year with $46.5 million in cash and investments and renewed its revolving credit facility [34] - The company received two patents for its next-generation clinical solutions, indicating ongoing innovation [37][38] Q&A Session Summary Question: Can you elaborate on the 2022 outlook and specific drivers for growth? - Management highlighted confidence in achieving high single-digit organic growth due to successful adoption of the Red Cross Resuscitation Suite and the new Jane platform [50][52] Question: How are hospital purchasing conversations changing as the pandemic evolves? - Management noted that hospitals are learning to operate under both COVID-19 and traditional service models, leading to a gradual return to normal operations [62][63] Question: Will the sales cycle shorten with the new platforms? - Management refrained from projecting a shorter sales cycle due to ongoing uncertainties but noted that as the hStream architecture matures, it may facilitate quicker product launches [65] Question: Should we expect three different segments in financial modeling? - Management indicated that for the near future, the company will maintain its current segment structure but aims for a unified platform approach in the long term [69]