The additional companies would have added $4.7 million in revenue to HealthStream in 1999, but also would have enlarged its loss by $5.3 million. Had the companies been a part of HealthStream for all of 1999, the company would have lost 55 cents a share based on the 18 million shares outstanding after the upcoming offering.
HealthStream expects to offer 5 million shares, and possibly another 750,000 shares, at a price of $9 to $11 per share. Net proceeds of approximately $46.3 million, or $53.2 million if the overallotment is exercised, will be used for working capital, sales initiatives, future acquisitions and to repay $1.3 million of debt.
HealthStream shares will trade under the symbol "HSTM."
HealthStream was founded in 1990 as NewOrder Media, before changing its name in September 1998. It was founded by Robert Frist Jr., who is the company's CEO and chairman and is the nephew of Columbia/HCA head Tom Frist Jr., and by Jeffrey McLaren, president. Its core product is T.NAV software used for educational and training purposes.
FleetBoston Robertson Stephens Inc., CIBC World Markets Corp., J.C. Bradford & Co. and E*OFFERING Corp will underwrite the offering. The prospectus and a "Meet the Management" video will be available at www.eoffering.com.
The agreement with Columbia/HCA struck earlier this month calls for HealthStream to provide online educational services to the hospital company for four years. As part of the agreement, HealthStream issued warrants that give Columbia/HCA the right to buy 2.18 million HealthStream shares at $7.18 a share before March 2008.
The companies recently acquired by HealthStream include:
* Multimedia Marketing Inc., known as m3 the Healthcare Learning Company. It creates interactive multimedia training products for hospitals and other health-care organizations. HealthStream bought it January 28 for $7.7 million, of which $600,000 was cash and $7.1 million was in HealthStream shares.
* EMInet Inc. It sells continuing education services to emergency medical technicians primarily through online transactions. HealthStream bought it January 28 for $3.2 million, of which $640,000 was in cash and $2.3 million was in HealthStream shares.
* Quick Study Inc. It publishes CD-ROM and network-based products related to health care. HealthStream bought it January 11 for $590,000, of which $59,000 was in cash and $531,000 in shares.
* Knowledge Review LLC, known as CMECourses.com Its website features an Internet search engine that helps doctors locate continuing education instruction. HealthStream bought it January 3 for $460,000, of which $310,000 was in cash and $150,000 was in shares.
The transactions reflect a value of roughly $8.67 per share for HealthStream.
HealthStream's previous largest acquisition had been of SilverPlatter Education Inc., a publisher of CD-ROM and Internet products for health care. HealthStream bought it in July for $1 million.
The company also has reached agreement with two other companies in recent weeks. A company called e-Vitro, which develops interactive content for health-care providers, has agreed to provide content for HealthStream for a year. And MedicaLogic has agreed to distribute HealthStream courseware to its customers, also under a one-year agreement.