HEALTHSTREAM, INC. - FORM 10-Q/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1 to FORM 10-Q)
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended June 30, 2008
Commission File No.: 000-27701
HealthStream, Inc.
(Exact name of registrant as specified in its charter)
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Tennessee
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62-1443555 |
(State or other jurisdiction of
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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209 10th Avenue South, Suite 450 |
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Nashville, Tennessee
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37203 |
(Address of principal executive offices)
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(Zip Code) |
(615) 301-3100
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer o
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Accelerated filer o |
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No x
As of August 6, 2008, 21,528,728 shares of the registrants common stock were outstanding.
Explanatory Note
This amendment of the HealthStream, Inc. Form 10-Q for the quarter ended June 30, 2008, is to
correct a typo in Note 7. Business Segments of the Notes to Condensed Consolidated Financial
Statements.
HEALTHSTREAM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. NET INCOME PER SHARE (continued)
The following table sets forth the computation of basic and diluted net income per share for three
and six months ended June 30, 2008 and 2007:
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2008 |
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2007 |
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2008 |
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2007 |
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Numerator: |
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Net income |
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$ |
739,441 |
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$ |
424,709 |
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$ |
805,125 |
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$ |
469,258 |
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Denominator: |
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Weighted average shares outstanding: |
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Basic |
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21,961,252 |
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21,970,364 |
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22,024,098 |
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21,953,075 |
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Employee stock options and escrowed shares |
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617,573 |
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811,198 |
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628,862 |
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739,253 |
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Diluted |
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22,578,825 |
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22,781,562 |
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22,652,960 |
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22,692,328 |
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Net income per share: |
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Basic |
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$ |
0.03 |
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$ |
0.02 |
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$ |
0.04 |
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$ |
0.02 |
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Diluted |
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$ |
0.03 |
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$ |
0.02 |
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$ |
0.04 |
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$ |
0.02 |
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7. BUSINESS SEGMENTS
We provide our services to healthcare organizations, pharmaceutical and medical device companies,
and other members within the healthcare industry. Our services are primarily focused on the
delivery of education and training products and services (HealthStream Learning), as well as survey
and research services (HealthStream Research). The accounting policies of the segments are the same
as those described in the summary of significant accounting policies in our Annual Report on Form
10-K for the year ended December 31, 2007.
We measure segment performance based on operating income (loss) before income taxes and prior to
the allocation of certain corporate overhead expenses, interest income, interest expense, and
depreciation. We have revised our measure of segment performance and are now allocating building
and utility expenses to Learning, which had previously been included in Unallocated. We have also
restated historical periods for both Learning and Unallocated to reflect the allocation of these
corporate overhead expenses. The following is our business segment information as of and for the
three and six months ended June 30, 2008 and 2007.
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2008 |
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2007 |
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2008 |
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2007 |
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Revenues |
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Learning |
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$ |
8,172,642 |
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$ |
6,497,960 |
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$ |
15,669,348 |
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$ |
12,976,519 |
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Research |
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4,840,353 |
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5,548,608 |
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8,765,347 |
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7,171,388 |
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Total net revenue |
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$ |
13,012,995 |
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$ |
12,046,568 |
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$ |
24,434,695 |
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$ |
20,147,907 |
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Income (loss) from operations |
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Learning |
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$ |
1,665,897 |
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$ |
560,484 |
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$ |
3,325,529 |
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$ |
1,968,507 |
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Research |
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972,534 |
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1,564,405 |
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1,001,478 |
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1,521,423 |
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Unallocated |
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(1,914,175 |
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(1,716,932 |
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(3,558,801 |
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(3,172,909 |
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Total income from operations |
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$ |
724,256 |
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$ |
407,957 |
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$ |
768,206 |
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$ |
317,021 |
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June 30, 2008 |
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December 31, 2007 |
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Segment assets |
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Learning * |
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$ |
15,241,897 |
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$ |
17,270,540 |
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Research * |
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26,053,572 |
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26,284,097 |
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Unallocated |
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11,614,521 |
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9,806,820 |
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Total assets |
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$ |
52,909,990 |
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$ |
53,361,457 |
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* Segment assets include accounts and unbilled receivables, goodwill, intangible assets,
capitalized software feature enhancements, restricted cash, prepaid and other current assets,
other assets, and certain property and equipment. Cash and cash equivalents are not allocated to
individual segments, and are included within Unallocated. A significant portion of property and
equipment assets are included within Unallocated.
1
SIGNATURE
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.
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HEALTHSTREAM, INC.
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By: |
/s/ Gerard M. Hayden, Jr.
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Gerard M. Hayden, Jr. |
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August 12, 2008 |
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Chief Financial Officer |
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2
HEALTHSTREAM, INC.
EXHIBIT INDEX
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31.1 |
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Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 |
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31.2 |
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Certification of the Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
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32.1 |
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 |
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32.2 |
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 |
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