HEALTHSTREAM INC 10-Q

Item 1A. Risk Factors   There have been no material changes to the risk factors previously disclosed in the 2022 Form 10-K.   Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds   On March 14, 2022, the Company announced an expansion of the share repurchase program authorized by the Company’s Board of Directors under which the Company could purchase up to an additional $10.0 million of its common stock. Under this program, the Company repurchased 402,050 shares at an aggregate fair value of $8.1 million, reflecting an average price per share of $20.19 (excluding the cost of broker commissions). The program expired on March 13, 2023.   The table below sets forth activity under the stock repurchase plan for the three months ended March 31, 2023.   Period   (a) Total number of shares (or units) purchased     (b) Average price paid per share (or unit)(1)     (c) Total number of shares (or units) purchased as part of publicly announced plans or programs     (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs   Month #1 (January 1 - January 31)     —     $ —       —     $ 1,880,642   Month #2 (February 1 - February 28)     —       —       —       1,880,642   Month #3 (March 1 - March 31)     —       —       —       —   Total     —     $ —       —     $ —       Item 5.   Other Information.   The following information was required to be disclosed in a Current Report on Form 8-K during the period covered by this Quarterly Report on Form 10-Q, but was inadvertently not timely reported by the Company. Instead of filing such information on a separate Current Report on Form 8-K, we have elected to make the following disclosure in this Quarterly Report on Form 10-Q under Item 2.05 of Form 8.K:   Item 2.05 Costs Associated with Exit or Disposal Activities.   In connection with organizing HealthStream’s business under a single platform strategy as previously disclosed and as described in this Quarterly Report on Form 10-Q, on February 17, 2023, authorized officers of the Company approved a consolidation program involving the elimination of 33 job roles during the first quarter of 2023, many of which job roles were duplicative as a result of several areas of consolidation. In connection with these job reductions, we incurred severance charges in the amount of approximately $1.0 million during the three months ended March 31, 2023. In addition, while these job reductions were completed during the three months ended March 31, 2023, we expect to incur additional severance charges in the range of $0.1 million to $0.2 million associated with these job reductions during the remainder of 2023, the substantial majority of which remaining charges are expected to be incurred during the three months ended June 30, 2023. All of the charges noted above have involved or will involve cash outlays. A portion of these cash outlays were made by the Company during the three months ended March 31, 2023, and the remaining portion of these cash outlays are expected to be made during the remainder of 2023 and in 2024, with the majority of such remaining outlays anticipated to be made during the three months ended June 30, 2023.   19 Table of Contents   Item 6. Exhibits     (a) Exhibits   10.1 HealthStream, Inc. 2023 Cash Incentive Bonus Plan 10.2 Letter Agreement, dated as of February 20, 2023, between HealthStream, Inc. and Michael Sousa 10.3 Form of HealthStream, Inc. Restricted Share Unit Agreement (Time Based) under 2022 Omnibus Incentive Plan 31.1 Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.1 INS Inline XBRL Instance Document – The instant document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.1 SCH Inline XBRL Taxonomy Extension Schema 101.1 CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.1 DEF Inline XBRL Taxonomy Extension Definition Linkbase 101.1 LAB Inline XBRL Taxonomy Extension Label Linkbase 101.1 PRE Inline XBRL Taxonomy Extension Presentation Linkbase 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, has been formatted in Inline XBRL Management contract of compensatory plan or arrangement   20 Table of Contents   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.     HEALTHSTREAM, INC.         April 27, 2023 By:   /s/ Scott A. Roberts       Scott A. Roberts       Chief Financial Officer     21