8-K
HEALTHSTREAM INC (HSTM)
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): August 4, 2025 (August 4, 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,<br><br> <br>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 August 4, 2025, HealthStream, Inc. (the “Company”) issued a press release announcing results of operations for the second quarter ended June 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 August 4, 2025 the Company issued a press release announcing results of operations for the second quarter ended June 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 August 4, 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 August 29, 2025 to holders of record on August 18, 2025.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 99.1* | Press release dated August 4, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Furnished herewith. |
| --- | --- |
Exhibit Index
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 99.1* | Press release dated August 4, 2025 |
| 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: August 4, 2025 | By: | /s/ Scott A. Roberts |
| Scott A. Roberts | ||
| Chief Financial Officer |
ex_826784.htm
| HealthStream Announces Second Quarter 2025 Results<br><br> <br>Page 1<br><br> <br>August 4, 2025 | Exhibit 99.1<br><br> <br> |
|---|---|
| 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 SECOND QUARTER 2025 RESULTS
NASHVILLE, Tenn. (August 4, 2025)— HealthStream, Inc. (the "Company") (Nasdaq: HSTM), a leading healthcare technology platform company for workforce solutions, announced today results for the second quarter ended June 30, 2025.
Second Quarter 2025
| • | Revenues of $74.4 million in the second quarter of 2025, up 4.0% from $71.6 million in the second quarter of 2024, setting a new Company record for quarterly revenue |
|---|---|
| • | Operating income of $5.9 million in the second quarter of 2025, up 33.4% from $4.4 million in the second quarter of 2024 |
| --- | --- |
| • | Net income of $5.4 million in the second quarter of 2025, up 29.3% from $4.2 million in the second quarter of 2024 |
| --- | --- |
| • | Earnings per share (EPS) of $0.18 per share (diluted) in the second quarter of 2025, up from $0.14 per share (diluted) in the second quarter of 2024 |
| --- | --- |
| • | Adjusted EBITDA^1^ of $17.6 million in the second quarter of 2025, up 11.3% from $15.8 million in the second quarter of 2024 |
| --- | --- |
| • | Board of Directors authorized a share repurchase program on May 8, 2025 to repurchase up to $25.0 million of outstanding shares of common stock, with $18.1 million repurchased during the second quarter |
| • | Board of Directors declared a quarterly cash dividend of $0.031 per share, payable on August 29, 2025 to holders of record on August 18, 2025 |
| --- | --- |
Financial Results:
Second Quarter 2025 Compared to Second Quarter 2024
Revenues for the second quarter of 2025 increased by $2.8 million, or 4.0%, to $74.4 million, compared to $71.6 million for the second quarter of 2024. Subscription revenues increased by $2.9 million, or 4.2%, and professional services revenues decreased by $0.1 million compared to the second quarter of 2024.
Operating income was $5.9 million for the second quarter of 2025, up 33.4% from $4.4 million in the second quarter of 2024. The improvement in operating income was primarily attributable to increased revenues, sublease income associated with the sublease that commenced during the second quarter of 2025, and lower bad debt expense. 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, cloud hosting, third-party software, and amortization of capitalized software costs, along with increased royalties.
Net income was $5.4 million in the second quarter of 2025, up 29.3% from $4.2 million in the second quarter of 2024, and EPS was $0.18 per share (diluted) in the second quarter of 2025, up from $0.14 per share (diluted) in the second quarter of 2024.
Adjusted EBITDA was $17.6 million for the second quarter of 2025, up 11.3% from $15.8 million in the second 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 Second Quarter 2025 Results<br><br> <br>Page 2<br><br> <br>August 4, 2025 |
|---|
At June 30, 2025, the Company had cash, cash equivalents, and marketable securities of $90.6 million. The Company does not have any outstanding indebtedness from borrowed money. Capital expenditures incurred during the second quarter of 2025 were $9.2 million.
Year-to-Date 2025 Compared to Year-to-Date 2024
For the six months ended June 30, 2025, revenues were $147.9 million, an increase of 2.5% over revenues of $144.3 million for the first six months of 2024. Operating income for the first six months of 2025 increased by 1.6% to $10.3 million, compared to $10.1 million for the first six months of 2024. The increase in operating income was primarily attributable to higher revenues, sublease income associated with the sublease that commenced during the second quarter of 2025, and lower bad debt 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, cloud hosting, third-party software, and amortization of capitalized software. Net income for the first six months of 2025 increased to $9.7 million, compared to $9.4 million for the first six months of 2024. Earnings per share were $0.32 per share (diluted) for the first six months of 2025, compared to $0.31 per share (diluted) for the first six months of 2024. Adjusted EBITDA increased by 2.8% to $33.8 million for the first six months of 2025, compared to $32.9 million for the first six 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 is authorized to repurchase up to $25.0 million of its outstanding shares of common stock. Pursuant to this authorization, repurchases may be made from time to time in the open market, including under a Rule 10b5-1 plan, through privately negotiated transactions, or otherwise. During the second quarter of 2025, the Company repurchased shares valued at $18.1 million pursuant to this authorization, and the Company continued to repurchase shares pursuant to this authorization during the third quarter, completing the program in July by repurchasing shares valued at $6.9 million. The share repurchase program terminated in July when the maximum dollar amount was expended.
On August 4, 2025, the Board of Directors approved a quarterly cash dividend under the Company's dividend policy of $0.031 per share, payable on August 29, 2025 to holders of record on August 18, 2025.
Financial Outlook for 2025
The Company is updating its guidance for 2025 for certain of 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 | |||||
| Revenue | $ | 297.5 | - | $ | 303.5 | million |
| Net Income^1^ | $ | 19.5 | - | $ | 22.4 | million |
| Adjusted EBITDA | $ | 68.5 | - | $ | 72.5 | million |
| Capital Expenditures | $ | 31.0 | - | $ | 34.0 | million |
^1^ Previous expected Net Income guidance range was $18.6 to $21.0 million.
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 consolidated guidance does not include the impact of any 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.
Commenting on HealthStream’s results, Robert A. Frist, Jr., Chief Executive Officer, HealthStream, said, “Our financial performance in the second quarter of 2025 showed year-over-year increases in each of the major categories we highlight in our earnings release, including record quarterly revenues of $74.4 million, up four percent over the second quarter of last year. As we kick-off the second half of the year, I believe HealthStream’s solutions are well positioned to continue helping healthcare organizations achieve greater workflow efficiencies, which, at this time, is of heightened focus throughout the healthcare industry.”
| HealthStream Announces Second Quarter 2025 Results<br><br> <br>Page 3<br><br> <br>August 4, 2025 |
|---|
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, August 5, 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/d3finwjw. To participate via telephone, please register in advance using this link: https://register-conf.media-server.com/register/BI67021655f731418d9e9bb69d6ee0494b. 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 Second Quarter 2025 Results<br><br> <br>Page 4<br><br> <br>August 4, 2025 |
|---|
HEALTHSTREAM, INC.
Condensed Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||
| Revenues, net | $ | 74,396 | $ | 71,556 | $ | 147,881 | $ | 144,316 | |||
| Operating costs and expenses: | |||||||||||
| Cost of revenues (excluding depreciation and amortization) | 26,364 | 23,738 | 51,851 | 48,355 | |||||||
| Product development | 12,073 | 12,076 | 24,121 | 24,107 | |||||||
| Sales and marketing | 11,808 | 11,405 | 23,958 | 23,179 | |||||||
| General and administrative | 7,398 | 9,556 | 16,066 | 17,868 | |||||||
| Depreciation and amortization | 10,867 | 10,370 | 21,621 | 20,706 | |||||||
| Total operating costs and expenses | 68,510 | 67,145 | 137,617 | 134,215 | |||||||
| Operating income | 5,886 | 4,411 | 10,264 | 10,101 | |||||||
| Interest income | 958 | 944 | 1,889 | 1,848 | |||||||
| Other income (expense), net | 23 | (55 | ) | (39 | ) | (107 | ) | ||||
| Income before income tax provision | 6,867 | 5,300 | 12,114 | 11,842 | |||||||
| Income tax provision | 1,478 | 1,132 | 2,393 | 2,448 | |||||||
| Net income | $ | 5,389 | $ | 4,168 | $ | 9,721 | $ | 9,394 | |||
| Net income per share: | |||||||||||
| Basic | $ | 0.18 | $ | 0.14 | $ | 0.32 | $ | 0.31 | |||
| Diluted | $ | 0.18 | $ | 0.14 | $ | 0.32 | $ | 0.31 | |||
| Weighted average shares of common stock outstanding: | |||||||||||
| Basic | 30,320 | 30,401 | 30,382 | 30,357 | |||||||
| Diluted | 30,450 | 30,526 | 30,519 | 30,472 | |||||||
| Dividends declared per share | $ | 0.031 | $ | 0.028 | $ | 0.062 | $ | 0.056 |
| HealthStream Announces Second Quarter 2025 Results<br><br> <br>Page 5<br><br> <br>August 4, 2025 |
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HEALTHSTREAM, INC.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
| June 30, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 52,102 | $ | 59,469 | ||
| Marketable securities | 38,517 | 37,748 | ||||
| Accounts and unbilled receivables, net | 31,467 | 35,322 | ||||
| Prepaid and other current assets | 22,310 | 20,583 | ||||
| Total current assets | 144,396 | 153,122 | ||||
| Capitalized software development, net | 44,580 | 43,370 | ||||
| Property and equipment, net | 11,914 | 10,741 | ||||
| Operating lease right of use assets, net | 16,262 | 17,453 | ||||
| Goodwill and intangible assets, net | 240,710 | 246,768 | ||||
| Other assets | 42,286 | 39,312 | ||||
| Total assets | $ | 500,148 | $ | 510,766 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| Current liabilities: | ||||||
| Accounts payable, accrued, and other liabilities | $ | 27,002 | $ | 31,466 | ||
| Deferred revenue | 88,376 | 84,227 | ||||
| Total current liabilities | 115,378 | 115,693 | ||||
| Deferred tax liabilities | 15,101 | 14,596 | ||||
| Deferred revenue, noncurrent | 1,198 | 1,655 | ||||
| Operating lease liability, noncurrent | 15,891 | 17,366 | ||||
| Other long-term liabilities | 2,013 | 2,101 | ||||
| Total liabilities | 149,581 | 151,411 | ||||
| Shareholders’ equity: | ||||||
| Common stock | 235,041 | 252,432 | ||||
| Accumulated other comprehensive loss | (1,278 | ) | (2,049 | ) | ||
| Retained earnings | 116,804 | 108,972 | ||||
| Total shareholders’ equity | 350,567 | 359,355 | ||||
| Total liabilities and shareholders' equity | $ | 500,148 | $ | 510,766 |
| HealthStream Announces Second Quarter 2025 Results<br><br> <br>Page 6<br><br> <br>August 4, 2025 |
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HEALTHSTREAM, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Six Months Ended | ||||||
|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||
| 2025 | 2024 | |||||
| Operating activities: | **** | **** | ||||
| Net income | $ | 9,721 | $ | 9,394 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 21,621 | 20,706 | ||||
| Stock-based compensation | 1,940 | 2,154 | ||||
| Amortization of deferred commissions | 6,017 | 5,956 | ||||
| Deferred income taxes | 467 | (542 | ) | |||
| Provision for credit losses | 391 | 1,802 | ||||
| Loss on equity method investments | 107 | 82 | ||||
| Other | (776 | ) | (746 | ) | ||
| Changes in assets and liabilities: | ||||||
| Accounts and unbilled receivables | 3,465 | 449 | ||||
| Prepaid and other assets | (10,324 | ) | (5,569 | ) | ||
| Accounts payable, accrued, and other liabilities | (4,224 | ) | (9,282 | ) | ||
| Deferred revenue | 3,692 | 2,985 | ||||
| Net cash provided by operating activities | 32,097 | 27,389 | ||||
| Investing activities: | **** | **** | ||||
| Purchases of marketable securities, net of proceeds | (27 | ) | (5,330 | ) | ||
| Proceeds from sale of non-marketable equity investments | — | 765 | ||||
| Purchase of other investments | (500 | ) | — | |||
| Purchases of property and equipment | (3,372 | ) | (914 | ) | ||
| Payments associated with capitalized software development | (14,500 | ) | (13,552 | ) | ||
| Net cash used in investing activities | (18,399 | ) | (19,031 | ) | ||
| Financing activities: | **** | **** | ||||
| Taxes paid related to net settlement of equity awards | (1,075 | ) | (861 | ) | ||
| Payment of cash dividends | (1,890 | ) | (1,700 | ) | ||
| Repurchases of common stock | (18,121 | ) | — | |||
| Net cash used in financing activities | (21,086 | ) | (2,561 | ) | ||
| Effect of exchange rate changes on cash and cash equivalents | 21 | 1 | ||||
| Net (decrease) increase in cash and cash equivalents | (7,367 | ) | 5,798 | |||
| Cash and cash equivalents at beginning of period | 59,469 | 40,333 | ||||
| Cash and cash equivalents at end of period | $ | 52,102 | $ | 46,131 |
| HealthStream Announces Second Quarter 2025 Results<br><br> <br>Page 7<br><br> <br>August 4, 2025 |
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Reconciliation of GAAP to Non-GAAP Financial Measures ^(1)^
Operating Results Summary
(In thousands)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| GAAP net income | $ | 5,389 | $ | 4,168 | $ | 9,721 | $ | 9,394 | ||||
| Interest income | (958 | ) | (944 | ) | (1,889 | ) | (1,848 | ) | ||||
| Interest expense | 25 | 25 | 50 | 49 | ||||||||
| Income tax provision | 1,478 | 1,132 | 2,393 | 2,448 | ||||||||
| Stock-based compensation expense | 836 | 1,094 | 1,940 | 2,154 | ||||||||
| Depreciation and amortization | 10,867 | 10,370 | 21,621 | 20,706 | ||||||||
| Adjusted EBITDA | $ | 17,637 | $ | 15,845 | $ | 33,836 | $ | 32,903 |
^(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 Second Quarter 2025 Results<br><br> <br>Page 8<br><br> <br>August 4, 2025 |
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Reconciliation of GAAP to Non-GAAP Financial Measures
Financial Outlook for 2025
(In thousands)
(Unaudited)
| Low | High | |||||
|---|---|---|---|---|---|---|
| Net income | $ | 19,500 | $ | 22,400 | ||
| Interest income | (3,300 | ) | (3,500 | ) | ||
| Interest expense | 100 | 100 | ||||
| Income tax provision | 5,200 | 6,000 | ||||
| Stock-based compensation expense | 4,000 | 4,300 | ||||
| Depreciation and amortization | 43,000 | 43,200 | ||||
| Adjusted EBITDA | $ | 68,500 | $ | 72,500 |
| HealthStream Announces Second Quarter 2025 Results<br><br> <br>Page 9<br><br> <br>August 4, 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, 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 three months ended March 31, 2025, filed on May 9, 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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