HEALTHSTREAM INC 10-Q

Item 1. Financial Statements HEALTHSTREAM, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands) March 31, December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 77,289 $ 59,469 Marketable securities 36,030 37,748 Accounts receivable, net 30,849 30,189 Accounts receivable - unbilled 5,238 5,133 Prepaid and other current assets 20,312 20,583 Total current assets 169,718 153,122 Property and equipment, net 10,696 10,741 Capitalized software development, net 44,042 43,370 Operating lease right of use assets, net 16,846 17,453 Goodwill 191,245 191,220 Intangibles, net 52,116 55,548 Other assets 39,373 39,312 Total assets $ 524,036 $ 510,766 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 3,177 $ 6,628 Accrued royalties 5,615 5,190 Accrued liabilities 10,355 10,141 Accrued compensation 4,705 9,507 Deferred revenue 102,009 84,227 Total current liabilities 125,861 115,693 Deferred tax liabilities 15,352 14,596 Deferred revenue, noncurrent 1,330 1,655 Operating lease liability, noncurrent 16,640 17,366 Other long-term liabilities 2,045 2,101 Commitments and contingencies Shareholders’ equity: Preferred Stock, no par value, 10,000 shares authorized, no shares issued or outstanding — — Common stock, no par value, 75,000 shares authorized; 30,525 and 30,432 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively 252,466 252,432 Retained earnings 112,361 108,972 Accumulated other comprehensive loss ( 2,019 ) ( 2,049 ) Total shareholders’ equity 362,808 359,355 Total liabilities and shareholders’ equity $ 524,036 $ 510,766 See accompanying Notes to the unaudited Condensed Consolidated Financial Statements. 1 Table of Contents HEALTHSTREAM, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands, except per share data) Three Months Ended March 31, 2025 March 31, 2024 Revenues, net $ 73,485 $ 72,760 Operating costs and expenses: Cost of revenues (excluding depreciation and amortization) 25,487 24,617 Product development 12,047 12,032 Sales and marketing 12,149 11,773 General and administrative 8,669 8,312 Depreciation and amortization 10,755 10,336 Total operating costs and expenses 69,107 67,070 Operating income 4,378 5,690 Interest income 931 904 Other expense, net ( 61 ) ( 51 ) Income before income tax provision 5,248 6,543 Income tax provision 916 1,316 Net income $ 4,332 $ 5,227 Net income per share: Basic $ 0.14 $ 0.17 Diluted $ 0.14 $ 0.17 Weighted average shares of common stock outstanding: Basic 30,444 30,313 Diluted 30,587 30,418 Dividends declared per share $ 0.031 $ 0.028 See accompanying Notes to the unaudited Condensed Consolidated Financial Statements. 2 Table of Contents HEALTHSTREAM, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (In thousands) Three Months Ended March 31, 2025 March 31, 2024 Net income $ 4,332 $ 5,227 Other comprehensive income (loss), net of taxes: Foreign currency translation adjustments 49 ( 476 ) Unrealized loss on marketable securities ( 19 ) ( 5 ) Total other comprehensive income (loss) 30 ( 481 ) Comprehensive income $ 4,362 $ 4,746 See accompanying Notes to the unaudited Condensed Consolidated Financial Statements. 3 Table of Contents HEALTHSTREAM, INC. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) (In thousands, except per share data) Three Months Ended March 31, 2025 Common Stock Retained Accumulated Other Comprehensive Total Shareholders’ Shares Amount Earnings (Loss)/Income Equity Balance at December 31, 2024 30,432 $ 252,432 $ 108,972 $ ( 2,049 ) $ 359,355 Net income — — 4,332 — 4,332 Comprehensive income — — — 30 30 Dividends declared on common stock ($ 0.031 per share) — — ( 943 ) — ( 943 ) Stock-based compensation — 1,104 — — 1,104 Common stock issued under stock plans, net of shares withheld for employee taxes 93 ( 1,070 ) — — ( 1,070 ) Balance at March 31, 2025 30,525 $ 252,466 $ 112,361 $ ( 2,019 ) $ 362,808 Three Months Ended March 31, 2024 Common Stock Retained Accumulated Other Comprehensive Total Shareholders’ Shares Amount Earnings Loss Equity Balance at December 31, 2023 30,298 $ 249,075 $ 92,368 $ ( 691 ) $ 340,752 Net income — — 5,227 — 5,227 Comprehensive loss — — — ( 481 ) ( 481 ) Dividends declared on common stock ($ 0.028 per share) — — ( 849 ) — ( 849 ) Stock-based compensation — 1,060 — — 1,060 Common stock issued under stock plans, net of shares withheld for employee taxes 100 ( 855 ) — — ( 855 ) Balance at March 31, 2024 30,398 $ 249,280 $ 96,746 $ ( 1,172 ) $ 344,854 See accompanying Notes to the unaudited Condensed Consolidated Financial Statements. 4 Table of Contents HEALTHSTREAM, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Three Months Ended March 31, 2025 2024 OPERATING ACTIVITIES: Net income $ 4,332 $ 5,227 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 10,755 10,336 Stock-based compensation 1,104 1,060 Amortization of deferred commissions 3,150 2,957 Provision for credit losses 237 174 Deferred income taxes 751 771 Loss on equity method investments 72 31 Other ( 399 ) ( 346 ) Changes in operating assets and liabilities: Accounts and unbilled receivables ( 1,001 ) ( 5,782 ) Prepaid and other current assets 268 201 Other assets ( 2,781 ) ( 1,984 ) Accounts payable and accrued expenses ( 7,296 ) ( 7,416 ) Accrued royalties 425 1,157 Deferred revenue 17,457 14,552 Net cash provided by operating activities 27,074 20,938 INVESTING ACTIVITIES: Proceeds from maturities of marketable securities 11,268 14,000 Purchases of marketable securities ( 9,171 ) ( 14,124 ) Proceeds from sale of non-marketable equity investments — 765 Purchase of other investments ( 500 ) — Payments associated with capitalized software development ( 7,790 ) ( 7,019 ) Purchases of property and equipment ( 1,055 ) ( 742 ) Net cash used in investing activities ( 7,248 ) ( 7,120 ) FINANCING ACTIVITIES: Taxes paid related to net settlement of equity awards ( 1,070 ) ( 855 ) Payment of cash dividends ( 943 ) ( 849 ) Net cash used in financing activities ( 2,013 ) ( 1,704 ) Effect of exchange rate changes on cash and cash equivalents 7 ( 40 ) Net increase in cash and cash equivalents 17,820 12,074 Cash and cash equivalents at beginning of period 59,469 40,333 Cash and cash equivalents at end of period $ 77,289 $ 52,407 NONCASH INVESTING AND FINANCING ACTIVITIES: Purchases of property and equipment, accrued but not paid $ 197 $ 33 Capitalized software development, accrued but not paid $ 330 $ 395 Fair value of common stock issued as consideration for business combinations $ — $ — See accompanying Notes to the unaudited Condensed Consolidated Financial Statements. 5 Table of Contents HEALTHSTREAM, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. OVERVIEW AND BASIS OF PRESENTATION Company Overview HealthStream provides primarily Software-as-a-Service ("SaaS") based applications for healthcare organizations—all designed to improve business and clinical outcomes by supporting the people who deliver patient care. The Company is focused on helping individuals and organizations in healthcare meet their ongoing learning, clinical development, credentialing, and scheduling needs. The Company also provides its solutions to nursing schools and nursing students. The Company is organized and operated according to its One HealthStream approach, with its hStream technology platform at the center of that approach. Increasingly, SaaS-based applications in the Company's diverse ecosystem of solutions utilize the Company's proprietary hStream technology platform to enhance the value proposition for customers by creating interoperability with and among other applications. We believe that our single platform strategy, as represented by hStream, is the best way to realize our mission of improving the quality of care by developing the people who deliver care and the best way to create value for our shareholders in the process. As used in this Quarterly Report on Form 10 -Q (“Form 10 -Q”), “HealthStream,” “Company,” “we,” “us,” and “our” mean HealthStream, Inc. and its subsidiaries, unless the context indicates otherwise. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10‑Q and Article 10 of Regulation S‑X. Accordingly, condensed consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All intercompany transactions have been eliminated in consolidation and certain prior period amounts have been reclassified to conform to the current period presentation. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The Condensed Consolidated Balance Sheet at December 31, 2024 was derived from the audited Consolidated Financial Statements at that date but does not include all of the information and footnotes required by US GAAP for a complete set of financial statements. For further information, refer to the Consolidated Financial Statements and Notes thereto for the year ended December 31, 2024 (included in the Company's Annual Report on Form 10 -K, filed with the Securities and Exchange Commission on February 28, 2025). Business Segments The Company’s chief operating decision maker ("CODM") is its Chief Executive Officer. Since January 1, 2023, the Company’s business has been organized and managed around a consolidated, enterprise approach, including with regard to technology, operations, accounting, internal reporting (including the nature of information reviewed by the CODM), organization structure, compensation, performance assessment, and resource allocation. The Company’s CODM uses consolidated net income to make operating decisions, assess financial performance, and allocate resources. Further, the CODM reviews and utilizes functional expenses (cost of revenues, product development, sales and marketing, general and administrative, and depreciation and amortization) at the consolidated level to manage the Company's operations. Other segment items included in consolidated net income are interest income, other expense, net, and income tax provision, which are reflected in the Condensed Consolidated Statements of Income. Expenditures for additions to long-lived assets for the consolidated entity were $ 10.7 million and $ 8.9 million for the three months ended March 31, 2025 and 2024, respectively. Non-Marketable Equity Investments The aggregate carrying amount of non-marketable equity investments accounted for using the measurement alternative for equity investments that do not have readily determinable fair values was $ 1.5 million as of March 31, 2025 and December 31, 2024, which the Company evaluates for impairment at each reporting period. Cumulatively, there have been no adjustments recorded due to changes in the fair value of the non-marketable equity investments the Company held as of March 31, 2025. The fair value of non-marketable equity investments is not estimated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. 6 Table of Contents HEALTHSTREAM, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2. RECENT ACCOUNTING PRONOUNCEMENTS In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023 - 07, Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures . The new guidance requires disclosures of significant reportable segment expenses that are regularly provided to the CODM and other segment items on an interim and annual basis. Entities with a single reportable segment will also be required to apply the disclosure requirements in ASU 2023 - 07 on an interim and annual basis. ASU 2023 - 07 was effective for the Company for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this standard effective January 1, 2024 using a retrospective method. In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures , which requires public entities to provide disclosure of disaggregated information in the entity’s tax rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the effect of this standard on its disclosures and will adopt the standard effective for the annual period ending December 31, 2025. In November 2024, the FASB issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses , which requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the footnotes to the financial statements for both annual and interim periods. This ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard. 3. REVENUE RECOGNITION Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled in exchange for transferring those goods or services. Revenue is recognized based on the following five step model: • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation The following table represents revenues disaggregated by revenue source (in thousands). Sales taxes are excluded from revenues. Three Months Ended March 31, 2025 2024 Subscription services $ 70,789 $ 70,205 Professional services 2,696 2,555 Total revenues, net $ 73,485 $ 72,760 For both the three months ended March 31, 2025 and 2024 , the Company recognized $ 0.2 million in impairment losses on receivables and contract assets arising from the Company's contracts with customers. During the three months ended March 31, 2025 and 2024 , the Company recognized revenues of $ 44.3 million and $ 40.0 million, respectively, from amounts included in deferred revenue at the beginning of the respective periods. As of March 31, 2025 , approximately $ 613 million of revenue is expected to be recognized from remaining performance obligations under contracts with customers. The Company expects to recognize revenue related to approximately 40 % of these remaining performance obligations over the next 12 months, 68 % over the next 24 months, and 86 % over the next 36 months, with the remaining amounts recognized thereafter. 4. INCOME TAXES Income taxes are accounted for using the asset and liability method, whereby deferred tax assets and liabilities are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities measured at tax rates that will be in effect for the year in which the differences are expected to affect taxable income. The Company computes its interim period provision for income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusts the provision for discrete tax items recorded in the period. The Company’s effective tax rate was 17 % and 20 % for the three months ended March 31, 2025 and 2024 , respectively. The Company’s effective tax rate primarily reflects the statutory corporate income tax rate, the net effect of state taxes, foreign income taxes, the effect of various permanent tax differences, and recognition of discrete tax items. 7 Table of Contents HEALTHSTREAM, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 5. SHAREHOLDERS' EQUITY Dividends on Common Stock During the three months ended March 31, 2025, the Company's Board of Directors (“Board”) declared the following quarterly dividends under the Company's dividend policy (in thousands, except per share data): Dividend Payment Date Dividend Declaration Date Dividend Per Share Record Date Cash Outlay March 21, 2025 February 24, 2025 $ 0.031 March 10, 2025 $ 943 Additionally, o n May 5, 2025, the Board declared a quarterly cash dividend of $ 0.031 per share, payable on May 30, 2025 to holders of record on May 19, 2025 . Stock-Based Compensation The Company has stock awards outstanding under its 2016 Omnibus Incentive Plan and 2022 Omnibus Incentive Plan. Stock Option Activity A summary of stock option activity for the three months ended March 31, 2025 is as follows (in thousands, except weighted-average exercise price). Weighted- Common Average Aggregate Shares Exercise Price Intrinsic Value Outstanding at beginning of period 90 $ 20.34 Granted — — Exercised — — Expired — — Forfeited — — Outstanding at end of period 90 $ 20.34 $ 1,066 Exercisable at end of period 90 $ 20.34 $ 1,066 The weighted average remaining contractual term of options outstanding at March 31, 2025 was 5.7 years. Restricted Share Unit Activity A summary of Restricted Share Unit ("RSU") activity for the three months ended March 31, 2025 is as follows (in thousands, except weighted-average grant date fair value): Weighted- Number of Average Grant Date Aggregate RSU’s Fair Value Intrinsic Value Outstanding at beginning of period 571 $ 24.54 Granted 87 32.55 Vested ( 127 ) 22.93 Forfeited ( 53 ) 25.35 Outstanding at end of period 478 $ 26.35 $ 15,380 As of March 31, 2025 , total unrecognized compensation expense related to non-vested RSUs was $ 7.9 million, net of estimated forfeitures, with a weighted average expense recognition period remaining of 2.4 years. 8 Table of Contents HEALTHSTREAM, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Total stock-based compensation expense recognized in the Condensed Consolidated Statements of Income is as follows (in thousands): Three Months Ended March 31, 2025 2024 Cost of revenues (excluding depreciation and amortization) $ 53 $ 53 Product development 229 197 Sales and marketing 145 136 General and administrative 677 674 Total stock-based compensation expense $ 1,104 $ 1,060 6. EARNINGS PER SHARE Basic earnings per share is computed by dividing the net income available to common shareholders for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income available to common shareholders for the period by the weighted average number of potentially dilutive common and common equivalent shares outstanding during the period. Common equivalent shares are composed of incremental common shares issuable upon the exercise of stock options and RSUs subject to vesting. The dilutive effect of common equivalent shares is included in diluted earnings per share by application of the treasury stock method. The total number of common equivalent shares excluded from the calculations of diluted earnings per share, due to their anti-dilutive effect or contingent performance conditions, was approximately 105,000 and 176,000 for the three months ended March 31, 2025 and 2024 , respectively. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): Three Months Ended March 31, 2025 2024 Numerator: Net income $ 4,332 $ 5,227 Denominator: Weighted-average shares outstanding 30,444 30,313 Effect of dilutive shares 143 105 Weighted-average diluted shares 30,587 30,418 Net income per share: Basic $ 0.14 $ 0.17 Diluted $ 0.14 $ 0.17 9 Table of Contents HEALTHSTREAM, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 7. MARKETABLE SECURITIES The fair value of marketable securities, which were all classified as available for sale and which the Company does not intend to sell nor will the Company be required to sell prior to recovery of their amortized cost basis, included the following (in thousands): March 31, 2025 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Level 2: U.S. treasury securities $ 36,028 $ 5 $ ( 3 ) $ 36,030 Total $ 36,028 $ 5 $ ( 3 ) $ 36,030 December 31, 2024 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Level 2: U.S. treasury securities $ 37,726 $ 24 $ ( 2 ) $ 37,748 Total $ 37,726 $ 24 $ ( 2 ) $ 37,748 The carrying amounts reported in the Condensed Consolidated Balance Sheets approximate fair value based on quoted market prices or alternative pricing sources and models utilizing market observable inputs. As of March 31, 2025 and December 31, 2024 , the Company did not recognize any allowance for credit impairments on its available for sale securities. All investments in marketable securities are classified as current assets on the Condensed Consolidated Balance Sheets because the underlying securities mature within one year from the balance sheet date. 10 Table of Contents HEALTHSTREAM, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 8. DEBT Revolving Credit Facility On October 6, 2023, the Company entered into an Amended and Restated Revolving Credit Agreement (“Revolving Credit Facility”), amending the Revolving Credit Facility dated as of November 24, 2014, as amended, with certain lenders party thereto from time to time, and Truist, as Administrative Agent for the lenders. Under the Revolving Credit Facility, the Company may borrow up to $ 50.0 million, which includes a $ 5.0 million swingline sub-facility and a $ 5.0 million letter of credit sub-facility, as well as an accordion feature that allows the Company to increase the Revolving Credit Facility by a total of up to $ 25.0 million, subject to securing additional commitments from existing lenders or new lending institutions. The Revolving Credit Facility has a maturity date of October 6, 2026. The Company's obligations under the Revolving Credit Facility are unsecured. In addition, if the Company forms or acquires any domestic subsidiaries, the loans and other obligations under the Revolving Credit Facility will be guaranteed by such domestic subsidiaries. At the Company’s election, the borrowings under the Revolving Credit Facility, other than the swingline loans, bear interest at either ( 1 ) a base rate defined as the highest of (a) the rate which the Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time, or (b) the Federal Funds Rate, as in effect from time to time, plus one -half of one percent ( 0.50 %) per annum (any changes in such rates to be effective as of the date of any change in such rate), plus in each case an applicable margin that varies with the company’s funded debt leverage ratio; or ( 2 ) a term secured overnight financing rate (“SOFR”) defined as the greater of (a)(i) the forward-looking term rate based on SOFR determined as of the reference time for such interest period with a term equivalent to such interest period plus (ii) a term SOFR adjustment equal to 0.10 % per annum and (b) zero, plus, in each case, an applicable margin that varies with the Company’s consolidated total leverage ratio. The Company’s borrowings under the swingline loans bear interest at the base rate plus the applicable margin. The initial applicable margin for base rate loans is 0.50 % and the initial applicable margin SOFR loans is 1.50 %. The applicable margins will be adjusted quarterly, in each case two ( 2 ) business days after the Administrative Agent's receipt of the Company's quarterly financial statements. The Company is also required to pay a commitment fee accruing on the unused revolving commitment, which fee initially is 20 basis points per annum and a letter of credit fee, accruing at a rate per annum equal to the applicable margin for SOFR loans then in effect on the daily average amount of such lender’s letter of credit exposure. Principal is payable in full at maturity on October 6, 2026, and there are no scheduled principal payments prior to maturity. Interest on base rate loans and swingline loans is payable quarterly in arrears, and interest on SOFR loans is payable at the end of each interest period, and in the case of interest periods longer than three months, on each day which occurs every three months after the initial date of such interest period. The purpose of the Revolving Credit Facility is for general working capital needs, permitted acquisitions (as defined in the Amended and Restated Revolving Credit Agreement), and for stock repurchase and/or redemption transactions that the Company may authorize. In addition, the Revolving Credit Facility required the Company to meet certain financial tests, including, without limitation: • a funded debt leverage ratio (consolidated debt/consolidated EBITDA) of not greater than 3.0 to 1.0; and • an interest coverage ratio (consolidated EBITDA/consolidated interest expense) of not less than 3.0 to 1.0. In addition, the Revolving Credit Facility contains certain customary affirmative and negative covenants that, among other things, restrict additional indebtedness, liens and encumbrances, changes to the character of the Company’s business, acquisitions, asset dispositions, mergers and consolidations, sale or discount of receivables, creation or acquisitions of additional subsidiaries, and other matters customarily restricted in such agreements. As of March 31, 2025 , the Company was in compliance with all covenants. There were no balances outstanding on the Revolving Credit Facility as of or during the three months ended March 31, 2025 . 9. SUBSEQUENT EVENT On May 8, 2025, the Company’s Board of Directors approved a new share repurchase program for the Company’s common stock, under which the Company may repurchase up to $ 25 million of outstanding shares of common stock. Pursuant to the 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. In addition, any repurchases under the authorization will be subject to prevailing market conditions, liquidity and cash flow considerations, applicable securities laws requirements (including under Rule 10b - 18 and Rule 10b5 - 1 of the Securities Exchange Act of 1934, as applicable), and other factors. The share repurchase program will terminate on the earlier of May 31, 2026 or when the maximum dollar amount has been expended. The share repurchase program does not require the Company to acquire any amount of shares and may be suspended or discontinued at any time. 11 Table of Contents