DEI_Document
DEI Document | 6 Months Ended | |
Jun. 30, 2014 | Jul. 31, 2014 | |
DEI [Abstract] | ' | ' |
Entity Registrant Name | 'HOOPER HOLMES INC | ' |
Entity Central Index Key | '0000741815 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 70,881,353 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $3,137 | $3,970 |
Accounts receivable, net of allowance for doubtful accounts of $205 and $153 at June 30, 2014 and December 31, 2013, respectively | 6,518 | 8,398 |
Inventories | 574 | 596 |
Other current assets | 1,788 | 1,597 |
Assets held for sale | 1,866 | 2,302 |
Total current assets | 13,883 | 16,863 |
Property, plant and equipment | 11,157 | 12,118 |
Less: Accumulated depreciation and amortization | 8,376 | 9,165 |
Property, plant and equipment, net | 2,781 | 2,953 |
Other assets | 864 | 1,830 |
Total assets | 17,528 | 21,646 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Accounts payable | 3,833 | 3,440 |
Accrued expenses | 4,095 | 4,036 |
Total current liabilities | 7,928 | 7,476 |
Other long-term liabilities | 1,395 | 870 |
Commitments and contingencies (Note 10) | ' | ' |
Stockholders' Equity: | ' | ' |
Common stock, par value $.04 per share; Authorized: 240,000,000 shares; Issued: 70,887,448 shares and 70,382,544 shares at June 30, 2014 and December 31, 2013, respectively; Outstanding: 70,878,053 shares and 70,373,149 shares at June 30, 2014 and December 31, 2013, respectively. | 2,835 | 2,815 |
Additional paid-in capital | 150,618 | 150,235 |
Accumulated deficit | -145,177 | -139,679 |
Stockholders' equity | 8,276 | 13,371 |
Less: Treasury stock, at cost; 9,395 shares at June 30, 2014 and December 31, 2013 | -71 | -71 |
Total stockholders' equity | 8,205 | 13,300 |
Total liabilities and stockholders' equity | $17,528 | $21,646 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts | $205 | $153 |
Common stock, par value (in dollars per share) | $0.04 | $0.04 |
Common stock, shares authorized (in shares) | 240,000,000 | 240,000,000 |
Common stock, shares issued (in shares) | 70,887,448 | 70,382,544 |
Common stock, shares outstanding (in shares) | 70,878,053 | 70,373,149 |
Treasury stock (in shares) | 9,395 | 9,395 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenues | $6,679 | $4,344 | $13,977 | $9,727 |
Cost of operations | 4,529 | 3,137 | 10,171 | 6,870 |
Gross profit | 2,150 | 1,207 | 3,806 | 2,857 |
Selling, general and administrative expenses | 4,038 | 4,556 | 8,407 | 9,005 |
Restructuring charges | 0 | 305 | 92 | 305 |
Operating loss from continuing operations | -1,888 | -3,654 | -4,693 | -6,453 |
Other expense: | ' | ' | ' | ' |
Interest expense | -1 | -25 | -3 | -26 |
Interest income | 1 | 1 | 2 | 4 |
Other expense, net | -50 | -81 | -94 | -94 |
Other expense | -50 | -105 | -95 | -116 |
Loss from continuing operations before income taxes | -1,938 | -3,759 | -4,788 | -6,569 |
Income tax expense | 5 | 4 | 10 | 9 |
Loss from continuing operations | -1,943 | -3,763 | -4,798 | -6,578 |
Discontinued operations: | ' | ' | ' | ' |
Adjustment to gain on sale of Portamedic and subsidiary | 0 | 75 | -150 | 75 |
Loss from discontinued operations, net of tax | -870 | -1,314 | -550 | -1,059 |
Loss from discontinued operations | -870 | -1,239 | -700 | -984 |
Net loss | ($2,813) | ($5,002) | ($5,498) | ($7,562) |
Continuing operations | ' | ' | ' | ' |
Basic (in dollars per share) | ($0.03) | ($0.05) | ($0.07) | ($0.09) |
Diluted (in dollars per share) | ($0.03) | ($0.05) | ($0.07) | ($0.09) |
Discontinued operations | ' | ' | ' | ' |
Basic (in dollars per share) | ($0.01) | ($0.02) | ($0.01) | ($0.01) |
Diluted (in dollars per share) | ($0.01) | ($0.02) | ($0.01) | ($0.01) |
Net loss | ' | ' | ' | ' |
Basic (in dollars per share) | ($0.04) | ($0.07) | ($0.08) | ($0.11) |
Diluted (in dollars per share) | ($0.04) | ($0.07) | ($0.08) | ($0.11) |
Weighted average number of shares - Basic (in shares) | 70,586,942 | 69,845,277 | 70,499,282 | 69,840,332 |
Weighted average number of shares - Diluted (in shares) | 70,586,942 | 69,845,277 | 70,499,282 | 69,840,332 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (unaudited) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net loss | ($5,498) | ($7,562) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Adjustment to gain on sale of Portamedic and subsidiary | 150 | 0 |
Depreciation and amortization | 652 | 1,260 |
Amortization of deferred financing fees | 177 | 131 |
Provision for bad debt expense | 62 | 84 |
Share-based compensation expense | 373 | 213 |
Impairment of long-lived assets, loss on disposal of fixed assets and other | 35 | 303 |
Change in assets and liabilities: | ' | ' |
Accounts receivable | 1,819 | 2,288 |
Inventories | 22 | -58 |
Other assets | 47 | -349 |
Accounts payable, accrued expenses and other liabilities | 982 | -908 |
Net cash used in operating activities | -1,179 | -4,598 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | -423 | -630 |
Proceeds from the sale of Portamedic | 743 | 0 |
Net cash provided by (used in) investing activities | 320 | -630 |
Cash flows from financing activities: | ' | ' |
Borrowings under credit facility | 0 | 23,311 |
Payments under credit facility | 0 | -20,393 |
Payments on capital lease obligations | -2 | -86 |
Proceeds related to the exercise of stock options | 28 | 0 |
Debt financing fees | 0 | -967 |
Net cash provided by (used in) financing activities | 26 | 1,865 |
Net decrease in cash and cash equivalents | -833 | -3,363 |
Cash and cash equivalents at beginning of period | 3,970 | 8,319 |
Cash and cash equivalents at end of period | 3,137 | 4,956 |
Supplemental disclosure of non-cash investing activities: | ' | ' |
Fixed assets vouchered but not paid | 67 | 170 |
Fixed assets acquired by capital lease | 0 | 62 |
Supplemental disclosure of cash paid during period for: | ' | ' |
Income taxes | $0 | $52 |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended | |
Jun. 30, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Basis of Presentation | ' | |
Basis of Presentation | ||
Hooper Holmes, Inc. (“Hooper Holmes” or the "Company”) provides on-site health screenings, laboratory testing, risk assessment and sample collection services to individual employees through health and care management companies, including broker and wellness companies, disease management organizations, reward administrators, third party administrators, clinical research organizations and, health plans as part of comprehensive health and wellness programs offered through corporate and government employers. Hooper Holmes provides these services through a national network of health professionals. | ||
As a provider of services within the health and health insurance industries, the Company's business is subject to seasonality, with the second quarter sales typically dropping below the other quarters due to a decline in activity during the summer months and fourth quarter sales typically the strongest quarter due to annual benefit renewal cycles. | ||
The unaudited interim consolidated financial statements of the Company have been prepared in accordance with instructions for Form 10-Q and the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's 2013 Annual Report on Form 10-K, filed with the SEC on March 31, 2014. | ||
Financial statements prepared in accordance with U.S. GAAP require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and other disclosures. The financial information included herein is unaudited; however, such information reflects all adjustments that are, in the opinion of the Company's management, necessary for a fair statement of results for the interim periods presented. | ||
The results of operations for the three and six month periods ended June 30, 2014 and 2013 are not necessarily indicative of the results to be expected for any other interim period or the full year. See “Management's Discussion and Analysis of Financial Condition and Results of Operations” for additional information. | ||
On September 30, 2013, the Company completed the sale of certain assets comprising its Portamedic service line. The Portamedic service line is accounted for as a discontinued operation in this Report. Accordingly, the operating results of Portamedic are segregated and reported as discontinued operations in the accompanying consolidated statements of operations for all periods presented. For further discussion, refer to Note 6. | ||
Sale of Assets - Heritage Labs and Hooper Holmes Services | ||
On April 16, 2014, the Company entered into a Strategic Alliance Agreement (the “Alliance Agreement”) with Clinical Reference Laboratory, Inc. (“CRL”) pursuant to which, among other things, the Company has agreed to sell certain assets comprising the Company’s Heritage Labs and Hooper Holmes Services business units (the “Business”) to CRL. Under the terms of the Alliance Agreement, CRL has agreed to pay $3.7 million in cash for certain assets of the Business, which such assets exclude, among others, all accounts receivable, and to assume specified liabilities related to the Business. The net book value of assets to be sold was approximately $1.1 million as of June 30, 2014, consisting primarily of inventory and property, plant and equipment. The transaction is expected to close in the third quarter of 2014. | ||
The assets to be sold to CRL qualified as assets held for sale in April 2014, and the sale of the Business to CRL is accounted for as discontinued operations in this Report. The sale of Heritage Labs and Hooper Holmes Services to CRL represents a strategic shift in the Company's ongoing operations. Accordingly, the operating results of Heritage Labs and Hooper Holmes Services are segregated and reported as discontinued operations in the accompanying consolidated statements of operations for all periods presented. For further discussion, refer to Note 6. | ||
Prior to this Report, but subsequent to the sale of Portamedic on September 30, 2013, the Company has previously reported its financial results in three segments: Health and Wellness, Heritage Labs and Hooper Holmes Services. Pursuant to the Alliance Agreement with CRL, among other things, the Company has agreed to sell certain assets comprising the Company’s Heritage Labs and Hooper Holmes Services business units, which represent the Heritage Labs and Hooper Holmes Services reportable segments. As the Heritage Labs and Hooper Holmes Services reportable segments have been reported as discontinued operations in this Report, segment information is no longer provided for Heritage Labs and Hooper Holmes Services. The Company has also reassessed its segment reporting following the Alliance Agreement with CRL to align with the information that is regularly reviewed. Subsequent to the closing of the Alliance Agreement with CRL, the Company expects to have one segment, consisting of the Health and Wellness operations. | ||
Sale of Basking Ridge Real Estate | ||
On May 13, 2014, the Company entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) for the sale to McElroy Deutsch Mulvaney & Carpenter, LLP (the “MDMC”) of the buildings, land, certain personal property and other interests comprising the Company’s Basking Ridge, New Jersey property for an aggregate purchase price of $3.05 million. On July 18, 2014, the Company and MDMC entered into an amendment to the Purchase and Sale Agreement that provides for the Company to deposit into an escrow account at closing an aggregate of $0.3 million of the purchase price to satisfy amounts paid by MDMC in connection with certain repairs and other expenses identified in the course of the property inspection. The sale closed on August 7, 2014 resulting in cash proceeds of $2.54 million, which is net of customary closing costs and broker fees. The Basking Ridge real estate was classified as assets held for sale as of June 30, 2014. | ||
Subsequent Event - Amendment to the 2013 Loan and Security Agreement | ||
On July 9, 2014, the Company entered into the Second Amendment to the 2013 Loan and Security Agreement (the "Second Amendment") with ACF FinCo I LP ("ACF"), the assignee of Keltic Financial Partners II, LP ("Keltic Financial"). The Second Amendment amends the terms and conditions of the 2013 Loan and Security Agreement dated as of February 28, 2013, and as amended on March 28, 2013 (as amended, the "2013 Loan and Security Agreement"). The following summarizes certain terms of the Second Amendment: | ||
• | The negative covenant regarding the Company's EBITDA has been amended and restated in its entirety to provide that the Company agrees that EBITDA, as of and for each twelve consecutive calendar month period ending on the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2015, shall not be less than $100,000. | |
• | The Borrowing Base (as defined in the 2013 Loan and Security Agreement) has been amended to include an amount of Unbilled Eligible Receivables (as defined in the 2013 Loan and Security Agreement) not to exceed the least of (i) fifty percent of the aggregate amount of Unbilled Eligible Receivables; (ii) $2,500,000; and (iii) fifty percent of the Borrowing Base as most recently previously calculated. Inclusion of Unbilled Eligible Receivables is expected to increase the Company's borrowing capacity. | |
• | The definition of EBITDA has been amended and will (i) be calculated as net income before interest expense, taxes, depreciation and amortization, and (ii) include any gains or losses resulting from the sale of any owned real estate or from the sale of all or substantially all of the assets constituting the Company's Heritage Labs and Hooper Holmes Services businesses. | |
New Accounting Pronouncements | ||
In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014- 08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity" to change the criteria for reporting discontinued operations. Under the new guidance, only disposals of components of an entity that represent strategic shifts that have, or will have, a major effect on an entity’s operations should be reported as discontinued operations in the financial statements. Additionally, the new guidance removes the condition that an entity may not have any significant continuing involvement in the operations of the component after the disposal transaction. The new guidance requires expanded disclosures for discontinued operations, as well as disclosures about the financial effects of significant disposals that do not qualify for discontinued operations. The Company early adopted the guidance as of January 1, 2014 and has applied the guidance in ASU 2014-08 to the accounting for the sale of Heritage Labs and Hooper Holmes Services to CRL and presentation of discontinued operations. | ||
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers", which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. This new guidance is effective for the Company in the first quarter of 2017, with no early adoption permitted. The Company is currently evaluating the effect that ASU 2014-09 will have on the consolidated financial statements and related disclosures. |
Liquidity
Liquidity | 6 Months Ended |
Jun. 30, 2014 | |
Liquidity [Abstract] | ' |
Liquidity | ' |
Liquidity | |
The Company's primary sources of liquidity are cash and cash equivalents and the 2013 Loan and Security Agreement. At June 30, 2014, the Company had $3.1 million in cash and cash equivalents, $6.0 million of working capital and no outstanding debt. | |
For the three and six month periods ended June 30, 2014, the Company incurred losses from continuing operations of $1.9 million and $4.8 million, respectively. The Company’s net cash used in operating activities for the six month period ended June 30, 2014 was $1.2 million. The Company has managed its liquidity through a series of cost reduction and accounts receivable collection initiatives along with access to the 2013 Loan and Security Agreement. | |
Transition Initiatives | |
During the three and six month periods ended June 30, 2014, the Company incurred $0.4 million and $1.5 million, respectively, of costs, which are recorded in selling, general and administrative expenses in the consolidated statement of operations, in connection with the relocation of its corporate headquarters to Olathe, Kansas, and contributed to the loss from continuing operations during the 2014 periods presented. The Company relocated its headquarters to Olathe, Kansas during the first quarter of 2014, where the Health and Wellness facilities are located. Costs incurred during the second quarter of 2014 relate to expenses associated with maintaining the Basking Ridge, New Jersey real estate and ongoing transition of information technology infrastructure. | |
On April 16, 2014, under the Alliance Agreement (refer to Note 1), CRL has agreed to pay $3.7 million in cash for certain assets of Heritage Labs and Hooper Holmes Services, which such assets exclude, among others, all accounts receivable, and to assume specified liabilities related to the Business. The Company will retain certain aspects of its sample kit assembly operations relating to the Health and Wellness segment and all other supply chain fulfillment capabilities, which continue to support Health and Wellness operations and other customers. | |
As of June 30, 2014, the Basking Ridge, New Jersey real estate continued to be classified as assets held for sale. On May 13, 2014, the Company entered into an agreement for the sale of the Basking Ridge, New Jersey property for an aggregate purchase price of $3.05 million. On July 18, 2014, the Company and MDMC entered into an amendment to the Purchase and Sale Agreement that provides for the Company to deposit into an escrow account at closing an aggregate of $0.3 million of the purchase price to satisfy amounts paid by MDMC in connection with certain repairs and other expenses identified in the course of the property inspection. The sale closed on August 7, 2014 resulting in cash proceeds of $2.54 million, which is net of customary closing costs and broker fees (refer to Note 1). | |
These initiatives and transactions will provide the Company with additional capital to invest as it focuses on growth supporting Health and Wellness operations. | |
Holdback Related to the Sale of Portamedic | |
On September 30, 2013, the Company completed the sale of Portamedic. Approximately $2.0 million (“Holdback Amount”) of the purchase price was held back by the acquirer as security for the Company’s obligations under the agreements between the Company and the acquirer. (Refer to Note 6). The Holdback Amount includes two components of $1.0 million each. During the first quarter of 2014, the Company received $0.7 million of the first Holdback Amount. The Company currently anticipates finalization and collection on the second Holdback Amount in the first quarter of 2015. The Company has recorded the remaining receivable related to the second Holdback Amount at the amount it believes will be collected, however there cannot be any assurance that the remaining Holdback Amounts will be collected by the Company. | |
2013 Loan and Security Agreement | |
The Company maintains the 2013 Loan and Security Agreement with ACF, the assignee of Keltic Financial (refer to Note 9). Borrowings under the 2013 Loan and Security Agreement are to be used for working capital purposes and capital expenditures. The amount available for borrowing may be less than the $10 million under this facility at any given time due to the manner in which the maximum available amount is calculated. The Company has an available borrowing base subject to reserves established at the lender's discretion of 85% of Eligible Receivables (as defined in the 2013 Loan and Security Agreement) up to $10 million under this facility. Eligible Receivables do not include Heritage Labs receivables, certain Hooper Holmes Services receivables, and other receivables deemed ineligible by the lender. As of June 30, 2014, the lender applied a discretionary reserve of $0.5 million. Available borrowing capacity, net of this discretionary reserve was $2.8 million based on Eligible Receivables as of June 30, 2014. As of June 30, 2014, there were no borrowings outstanding under the 2013 Loan and Security Agreement. | |
The Company and ACF entered into an amendment to the 2013 Loan and Security Agreement on July 9, 2014 (refer to Note 1) to modify the financial covenants in an effort to better align such covenants with the Company's operations and strategy going forward. In addition, Eligible Receivables was amended to include up to fifty percent of Unbilled Eligible Receivables (as defined in the 2013 Loan and Security Agreement), which results in an increase in the Company's borrowing capacity. The 2013 Loan and Security Agreement contains various covenants, including financial covenants which require the Company to achieve a minimum EBITDA amount (earnings before interest expense, income taxes, depreciation and amortization) beginning with the twelve months ending March 31, 2015 as the first measurement date. The Company continues to have limitations on the maximum amount of unfunded capital expenditures for each fiscal year. | |
Other Considerations | |
The Company's Health and Wellness business principally sells through wellness, disease management and insurance companies (referred to as channel partners) who ultimately have the relationship with the end customer. The Company's current services are aggregated with other offerings from its channel partners to provide a total solution to the end-user. As such, the Company's success is largely dependent on that of its partners. | |
The Company's ability to generate cash flow in the future is dependent on realizing the benefits from the consolidation in Kansas and growing the Health and Wellness business as it seeks to streamline operations and improve efficiency through increased revenue and cost reduction initiatives. These and other factors could adversely affect liquidity. | |
Based on the Company's anticipated level of future revenues and gross profits, anticipated cost reduction initiatives, cash proceeds in connection with the Alliance Agreement, the sale of the Basking Ridge, New Jersey real estate, and existing cash and cash equivalents and borrowing capacity, the Company believes it has sufficient funds to meet its cash needs to fund operation expenses and capital expenditures for the twelve months following June 30, 2014. |
Loss_Earnings_Per_Share
(Loss) Earnings Per Share | 6 Months Ended | |
Jun. 30, 2014 | ||
Earnings Per Share [Abstract] | ' | |
(Loss) Earnings Per Share | ' | |
(Loss) Earnings Per Share | ||
Basic (loss) earnings per share equals net (loss) income divided by the weighted average common shares outstanding during the period. Diluted (loss) earnings per share equals net (loss) income divided by the sum of the weighted average common shares outstanding during the period plus dilutive common stock equivalents. The calculation of (loss) earnings per common share on a basic and diluted basis was the same because the inclusion of dilutive common stock equivalents would have been anti-dilutive for all periods presented. |
Impairment_of_Longlived_Assets
Impairment of Long-lived Assets | 6 Months Ended |
Jun. 30, 2014 | |
Asset Impairment Charges [Abstract] | ' |
Impairment of Long-lived Assets | ' |
Impairment of Long-lived Assets | |
The Company evaluates the recovery of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of assets may not be recoverable. The Company evaluated the long-lived assets associated with Heritage Labs and Hooper Holmes Services in connection with the anticipated sale of certain assets under the Alliance Agreement with CRL (refer to Note 1). The Company concluded these long-lived assets were not impaired. There were no impairment charges recorded for these assets or any other assets in continuing operations during the three and six month periods ended June 30, 2014. | |
During the three and six month periods ended June 30, 2013, the Company recorded an impairment charge of $0.2 million relating to the write-off of certain financial system software which was no longer expected to be utilized. The $0.2 million impairment charge is included in selling, general and administrative expenses in the accompanying consolidated statement of operations for the three and six month periods ended June 30, 2013. |
ShareBased_Compensation
Share-Based Compensation | 6 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||
Share-Based Compensation | ' | |||||||||||
Share-Based Compensation | ||||||||||||
Employee Share-Based Compensation Plans - On May 29, 2008, the Company's shareholders approved the 2008 Omnibus Employee Incentive Plan (the “2008 Plan”) providing for the grant of stock options, stock appreciation rights, non-vested stock and performance shares. The 2008 Plan provides for the issuance of an aggregate of 5,000,000 shares. For the three and six month periods ended June 30, 2014, the Company granted 181,100 and 343,700 options to purchase shares under the 2008 Plan. For the three and six month periods ended June 30, 2013, there were no options for the purchase of shares granted under the 2008 Plan. As of June 30, 2014, approximately 3,127,900 shares remain available for grant under the 2008 Plan. | ||||||||||||
On May 24, 2011, the Company's shareholders approved the 2011 Omnibus Employee Incentive Plan, as subsequently amended and restated, (the "2011 Plan") providing for the grant of stock options and non-vested stock awards. The 2011 Plan provides for the issuance of an aggregate of 3,500,000 shares. On June 11, 2014, the Company's shareholders approved an amendment and restatement of the 2011 Plan to rename the 2011 Plan as the Hooper Holmes, Inc. 2011 Omnibus Incentive Plan and also to include non-employee directors and consultants as eligible participants. The 2011 Plan is to remain in effect until the earlier of (i) the 10th anniversary of the plan's original effective date of May 24, 2011, or (ii) the date all shares of stock available for issuance have been issued. There were no options for the purchase of shares granted under the 2011 Plan during the three month period ended June 30, 2014. During the six month period ended June 30, 2014, the Company granted 300,000 options to purchase shares under the 2011 Plan. During the six month period ended June 30, 2014, the Company also granted a total of 400,000 stock awards to non-employee members of the Board of Directors that immediately vested. There were no options for the purchase of shares or stock awards granted under the 2011 Plan during the six month period ended June 30, 2013. As of June 30, 2014, approximately 1,217,000 shares remain available for grant under the 2011 Plan as amended. | ||||||||||||
Options awarded under the 2008 Plan and 2011 Plan are granted at fair value on the date of grant, are exercisable in accordance with a vesting schedule specified in the grant agreement, and have contractual lives of 10 years from the date of grant. Options to purchase an aggregate of 100,000 shares of the Company's stock are outstanding, which were granted to certain executives of the Company in December 2010 and which vested 50% on each of the first and second anniversaries of the grant. Options to purchase an aggregate of 1,228,900 shares of the Company's stock granted to certain employees of the Company vest one-third on each of the first, second and third anniversaries of the grant. Options to purchase 2,000,000 shares of the Company's stock granted to the Chief Executive Officer of the Company in September 2013, vest 25% upon receipt of the grant and 25% on the first, second and third anniversary of the grant. Other options granted by the Company vest 25% on each of the second through fifth anniversaries of the grant. | ||||||||||||
The fair value of the stock options granted during the three and six month periods ended June 30, 2014 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: | ||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2014 | 2014 | |||||||||||
Expected life (years) | 5.26 | 5.25 | ||||||||||
Expected volatility | 78.50% | 83.10% | ||||||||||
Expected dividend yield | —% | —% | ||||||||||
Risk-free interest rate | 1.80% | 1.80% | ||||||||||
Weighted average fair value of options granted during the period | $0.40 | $0.39 | ||||||||||
The following table summarizes stock option activity for the six month period ended June 30, 2014: | ||||||||||||
Number of Shares | Weighted Average Exercise Price Per Share | Weighted Average remaining Contractual Life (years) | Aggregate Intrinsic Value (in thousands) | |||||||||
Outstanding balance at December 31, 2013 | 4,150,550 | $ | 0.75 | |||||||||
Granted | 643,700 | 0.58 | ||||||||||
Exercised | (54,000 | ) | 0.51 | |||||||||
Expired | (536,300 | ) | 1.19 | |||||||||
Forfeited | (173,950 | ) | 0.37 | |||||||||
Outstanding balance at June 30, 2014 | 4,030,000 | 0.67 | 8.34 | $809 | ||||||||
Options exercisable at June 30, 2014 | 1,341,450 | $ | 0.99 | 6.58 | $174 | |||||||
The aggregate intrinsic value disclosed in the table above represents the difference between the Company's closing stock price on the last trading day of the quarter ended June 30, 2014 and the exercise price, multiplied by the number of in-the-money stock options. | ||||||||||||
During the three and six month periods ended June 30, 2014, an aggregate of 16,500 and 54,000 stock options valued with a weighted average exercise price of $0.65 and $0.51, respectively, were exercised. No stock options were exercised during the six month period ended June 30, 2013. Options for the purchase of an aggregate of 24,400 shares of common stock vested during the six month period ended June 30, 2014, and the aggregate fair value at grant date of these options was $0.01 million. As of June 30, 2014, there was approximately $0.7 million of total unrecognized compensation cost related to stock options. The cost is expected to be recognized over a weighted average period of 2.3 years. | ||||||||||||
In July 2009, an aggregate of 500,000 shares of non-vested stock were granted under the 2008 Plan. The fair value of these non-vested stock awards was based on the grant date fair value of $0.45 per share. The shares vest as follows: 25% after two years and 25% on each of the next three anniversary dates thereafter. As of June 30, 2014, an aggregate of 350,000 shares of such non-vested stock were forfeited and 150,000 were vested. In July 2011, an aggregate of 305,000 shares of non-vested stock were granted under the 2008 Plan. The fair value of these non-vested stock awards was based on the grant date fair value of $1.06 per share. As of June 30, 2014, an aggregate of 149,900 shares of such non-vested stock were forfeited and 155,100 were vested. The shares vest as follows: 33% on each of the first and second anniversary dates and 34% on the third anniversary. As of June 30, 2014, there was no unrecognized compensation cost related to non-vested stock awards. | ||||||||||||
Employee Stock Purchase Plan - The Company's 2004 Employee Stock Purchase Plan (the "2004 Plan") provides for the granting of purchase rights for up to 2,000,000 shares of the Company's stock to eligible employees of the Company. Under the 2004 Plan, purchase rights for approximately 233,000 shares were granted in the February 2013 offering period with an aggregate fair value of $0.03 million, based on the Black-Scholes option pricing model. The February 2013 offering period concluded in March 2014 and, in accordance with the 2004 Plan's automatic termination provision, there were 36,154 shares issued. The Company is no longer granting purchase rights under the 2004 Plan. | ||||||||||||
Other Stock Awards - On May 30, 2007, the Company's shareholders approved the Hooper Holmes, Inc. 2007 Non-Employee Director Restricted Stock Plan (the “2007 Plan”), which provided for the automatic grant, on an annual basis for 10 years, of shares of the Company's stock to the Company's non-employee directors. The total number of shares that may be awarded under the 2007 Plan is 600,000. As of June 30, 2014, there remain available for grant approximately 360,000 shares under the 2007 Plan. Each non-employee member of the Board of Directors other than the non-executive chair previously received 5,000 shares annually and the non-executive chair received 10,000 shares annually of the Company's stock, with such shares vesting immediately upon issuance. During the six month period ended June 30, 2014, no shares were awarded under the 2007 Plan. During the six month period ended June 30, 2013, a total of 30,000 shares were awarded under the 2007 Plan. | ||||||||||||
The Company recorded $0.3 million and $0.4 million of share-based compensation expense in selling, general and administrative expenses for the three and six month periods ended June 30, 2014. The Company recorded $(0.02) million and $0.2 million, respectively, of share-based compensation expense in selling, general and administrative expenses for the three and six month periods ended June 30, 2013. In connection with the resignation of its former Chief Executive Officer, the Company reversed previously recorded share-based compensation expense during the three month period ended June 30, 2013. |
Discontinued_Operations
Discontinued Operations | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||
Discontinued Operations | ' | ||||||||||||
Discontinued Operations | |||||||||||||
Sale of Assets - Heritage Labs and Hooper Holmes Services | |||||||||||||
On April 16, 2014, the Company entered into an Alliance Agreement with CRL pursuant to which, among other things, the Company has agreed to sell certain assets comprising the Company’s Heritage Labs and Hooper Holmes Services business units (the “Business”) to CRL. Under the terms of the Alliance Agreement, CRL has agreed to pay $3.7 million in cash for certain assets of the Business, which such assets exclude, among others, all accounts receivable, and to assume specified liabilities related to the Business. The net book value of assets to be sold was approximately $1.1 million as of June 30, 2014, consisting primarily of inventory and property, plant and equipment. The transaction is expected to close in the third quarter of 2014. The Company will retain certain aspects of its sample kit assembly operations relating to the Health and Wellness segment and all other supply chain fulfillment capabilities, which continue to support Health and Wellness operations and other customers. The Company decided to sell the Business as the transaction will provide the Company with additional capital to invest to focus on growth in the Health and Wellness operations. | |||||||||||||
The assets to be sold to CRL qualified as assets held for sale in April 2014, and the sale of the Business to CRL is accounted for as discontinued operations in this Report. The sale of Heritage Labs and Hooper Holmes Services to CRL represents a strategic shift in the Company's ongoing operations. Accordingly, the operating results of Heritage Labs and Hooper Holmes Services are segregated and reported as discontinued operations in the accompanying consolidated statements of operations for all periods presented. The assets and liabilities to be sold to CRL have been reclassified and reported as assets held for sale in the consolidated balance sheet as of June 30, 2014. | |||||||||||||
The Company also entered into the Limited Laboratory and Administrative Services Agreement (the “LLASA”) with CRL pursuant to which, among other things, CRL will become the Company’s exclusive provider, subject to certain exceptions, of laboratory testing and reporting services and will also provide administrative services in support of the Company’s Health and Wellness operations. The Company will become a member of CRL’s preferred provider network for wellness programs during the term of the LLASA. The LLASA will become effective upon the closing of the transaction contemplated by the Alliance Agreement and will continue for five years from such date and auto-renew for an additional five year renewal period unless sooner terminated by either party in accordance with the LLASA. CRL will be providing services to the Health and Wellness operations based on an arms' length pricing structure, and the Company will have not have the ability to exercise influence over the operations of either the Heritage Labs or the Hooper Holmes Services businesses. | |||||||||||||
The following table summarizes the major classes of line items constituting the pretax results of operations of Heritage Labs and Hooper Holmes Services for the three and six month periods ended June 30, 2014 and 2013, which are reported as a component of discontinued operations in the consolidated statement of operations. There was no income tax recorded in discontinued operations for Heritage Labs and Hooper Holmes Services for any period presented. | |||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||
30-Jun | 30-Jun | ||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||
Revenues | |||||||||||||
Heritage Labs | $ | 1,405 | 2,615 | $ | 3,717 | $ | 5,526 | ||||||
Hooper Holmes Services | $ | 2,607 | $ | 3,883 | $ | 5,595 | $ | 7,947 | |||||
Total revenue | $ | 4,012 | $ | 6,498 | $ | 9,312 | $ | 13,473 | |||||
Cost of Sales | |||||||||||||
Heritage Labs | $ | 1,222 | $ | 1,811 | $ | 2,982 | $ | 3,750 | |||||
Hooper Holmes Services | $ | 2,296 | $ | 3,342 | $ | 4,878 | $ | 6,829 | |||||
Total cost of sales | $ | 3,518 | $ | 5,153 | $ | 7,860 | $ | 10,579 | |||||
Selling, General & Administrative Expenses | |||||||||||||
Heritage Labs | 50 | $ | 167 | $ | 251 | $ | 362 | ||||||
Hooper Holmes Services | $ | 1,215 | $ | 592 | $ | 1,682 | $ | 1,158 | |||||
Total selling, general & administrative expenses | $ | 1,265 | $ | 759 | $ | 1,933 | $ | 1,520 | |||||
(Loss) income from Discontinued Operations | |||||||||||||
Heritage Labs | $ | 133 | $ | 637 | $ | 484 | $ | 1,414 | |||||
Hooper Holmes Services | $ | (904 | ) | $ | (51 | ) | $ | (965 | ) | $ | (40 | ) | |
Total (loss) income from discontinued operations | $ | (771 | ) | $ | 586 | $ | (481 | ) | $ | 1,374 | |||
The assets of the discontinued Heritage Labs and Hooper Holmes Services operations to be sold to CRL are recorded in assets held for sale in the consolidated balance sheet as of June 30, 2014 and include inventory of $0.4 million and property, plant and equipment of $0.7 million. The assets to be sold to CRL recorded in assets held for sale as of December 31, 2013 include inventory of $0.8 million and property, plant and equipment of $0.8 million. | |||||||||||||
Operating cash flow from discontinued operations during the six month period ended June 30, 2014 was $0.9 million. Changes in working capital from discontinued operations during the six month period ended June 30, 2014 was $0.6 million. The Company recorded non-cash operating charges for depreciation and bad debt expense of $0.2 million and a non-cash operating charge of $0.6 million for the remaining operating lease payments associated with the discontinued Hooper Holmes Services operations (refer to Note 10). There were no significant investing or financing activities from discontinued operations during the six month period ended June 30, 2014. The determination of operating cash flow from discontinued operations for the six month period ended June 30, 2014 includes a degree of management judgment and estimates. The Company has not allocated any general corporate overhead to discontinued operations. | |||||||||||||
The Company has not historically tracked accounts receivable, accounts payable and other balance sheet accounts by service line. The continuing operations and the Portamedic, Heritage Labs and Hooper Holmes Services discontinued service lines had customers and suppliers in common. The continuing and discontinued operations also shared certain selling, general and administrative services. As a result, the Company does not have reliable information for the historical impact of Portamedic, Heritage Labs and Hooper Holmes Services on our cash flows six month period ended June 30, 2013. | |||||||||||||
Sale of Portamedic | |||||||||||||
On September 30, 2013, the Company completed the sale of certain assets comprising the Portamedic service line to Piston Acquisition, Inc., a subsidiary of American Para Professional Systems, Inc. (“Piston”). Pursuant to the terms of the Asset Purchase Agreement, the Company sold assets associated with the Portamedic service line to Piston, including, among other things, fixed assets, inventory and intellectual property, and Piston assumed certain specified liabilities. The adjusted purchase price was approximately $8.1 million in cash, adjusted from $8.4 million at announcement due to changes in working capital. Piston held back $2.0 million of the purchase price as security for the obligations under the Asset Purchase Agreement and certain other agreements between the Company and Piston. | |||||||||||||
The Holdback Amount includes two components. The first holdback is $1.0 million, subject to adjustments, and is released in total as follows: within three business days after the date on which final closing adjustments for inventory and other current assets are determined and paid (the “Closeout Date”). The remaining $1.0 million of the Holdback Amount, less any deductions or adjustments with respect to fixed assets, indemnification claims and any amounts in respect of any indemnification claims then in dispute, will be paid on the first anniversary of the Closeout Date. During the first quarter of 2014, the Company received $0.7 million of the first Holdback Amount. As a result, the amount remaining related to the first Holdback Amount was written off during the six month period ended June 30, 2014 as a charge to the adjustment to gain on sale of Portamedic and subsidiary in the statement of operations. The Company has recorded the receivable related to the second Holdback Amount at the amount it believes will be collected, however there cannot be any assurance that the remaining the Holdback Amounts will be collected by the Company. The Company currently anticipates finalization and collection on the second Holdback Amount in the first quarter of 2015. | |||||||||||||
The table below summarizes the operating results of Portamedic which are reported as a component of discontinued operations in the accompanying consolidated statement of operations. Income taxes relating to the operations of Portamedic were less than $0.1 million for the three and six month periods ended June 30, 2013. | |||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||
30-Jun | 30-Jun | ||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||
Revenues | $ | — | $ | 21,857 | $ | — | $ | 45,505 | |||||
Loss from discontinued operations | $ | (99 | ) | $ | (1,900 | ) | $ | (69 | ) | $ | (2,433 | ) | |
Adjustment to gain on sale of Portamedic and subsidiary | $ | — | $ | 75 | $ | (150 | ) | $ | 75 | ||||
Sale of Basking Ridge Real Estate | |||||||||||||
As of June 30, 2014, the Basking Ridge, New Jersey real estate continued to be classified as assets held for sale as the Board authorized the sale of the real estate during the fourth quarter of 2013. The land and building owned in Basking Ridge, New Jersey of $0.7 million are recorded as assets held for sale at June 30, 2014 and December 31, 2013. On May 13, 2014, the Company entered into an agreement for the sale of the Basking Ridge, New Jersey property to MDMC for a purchase price of $3.05 million. On July 18, 2014, the Company and MDMC entered into an amendment to the Purchase and Sale Agreement that provides for the Company to deposit into an escrow account at closing an aggregate of $0.3 million of the purchase price to satisfy amounts paid by MDMC in connection with certain repairs and other expenses identified in the course of the property inspection. The sale closed on August 7, 2014 resulting in cash proceeds of $2.54 million, which is net of customary closing costs and broker fees. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2014 | |
Inventory Disclosure [Abstract] | ' |
Inventories | ' |
Inventories | |
Included in inventories at June 30, 2014 and December 31, 2013 are $0.3 million and $0.3 million, respectively, of finished goods and $0.3 million and $0.3 million, respectively, of components. |
Restructuring_Charges
Restructuring Charges | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Restructuring Charges [Abstract] | ' | |||||||||||||||
Restructuring Charges | ' | |||||||||||||||
Restructuring Charges | ||||||||||||||||
During the six month period ended June 30, 2014, the Company recorded restructuring charges in continuing operations totaling $0.09 million and restructuring charges in discontinued operations totaling $0.08 million, consisting of employee severance. | ||||||||||||||||
At June 30, 2014, there was a total of $0.3 million related to restructuring charges, including employee severance and branch closure costs, recorded in accrued expenses in the accompanying consolidated balance sheet. The following table provides a summary of the activity in the restructure accrual for the six month period ended June 30, 2014: | ||||||||||||||||
As of | As of | |||||||||||||||
(In thousands) | 31-Dec-13 | Charges | Payments | 30-Jun-14 | ||||||||||||
Severance | $ | 531 | $ | 170 | $ | (562 | ) | $ | 139 | |||||||
Branch closure obligation | 415 | 1 | (251 | ) | 165 | |||||||||||
Total | $ | 946 | $ | 171 | $ | (813 | ) | $ | 304 | |||||||
Loan_and_Security_Agreements
Loan and Security Agreements | 6 Months Ended | |
Jun. 30, 2014 | ||
Debt Disclosure [Abstract] | ' | |
Loan and Security Agreements | ' | |
Loan and Security Agreement | ||
The Company maintains the 2013 Loan and Security Agreement, as amended, with ACF, the assignee of Keltic Financial. Borrowings under the 2013 Loan and Security Agreement are to be used for working capital purposes and capital expenditures. The amount available for borrowing may be less than the $10 million under this facility at any given time due to the manner in which the maximum available amount is calculated. The Company has an available borrowing base subject to reserves established at the lender's discretion of 85% of Eligible Receivables up to $10 million under this facility. Eligible Receivables do not include Heritage Labs receivables, certain Hooper Holmes Services receivables, and other receivables deemed ineligible by Keltic Financial. As of June 30, 2014, the lender applied a discretionary reserve of $0.5 million. Available borrowing capacity, net of this discretionary reserve was $2.8 million based on Eligible Receivables as of June 30, 2014. As of June 30, 2014, there were no borrowings outstanding under the 2013 Loan and Security Agreement. | ||
On July 9, 2014, the Company and ACF entered into the Second Amendment to the 2013 Loan and Security Agreement. The Second Amendment amends the terms and conditions of the 2013 Loan and Security Agreement dated as of February 28, 2013, and as amended on March 28, 2013. The following summarizes certain terms of the Second Amendment: | ||
• | The negative covenant regarding the Company's EBITDA has been amended and restated in its entirety to provide that the Company agrees that EBITDA, as of and for each twelve consecutive calendar month period ending on the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2015, shall not be less than $100,000. | |
• | The Borrowing Base (as defined in the 2013 Loan and Security Agreement) has been amended to include an amount of Unbilled Eligible Receivables (as defined in the 2013 Loan and Security Agreement) not to exceed the least of (i) fifty percent of the aggregate amount of Unbilled Eligible Receivables; (ii) $2,500,000; and (iii) fifty percent of the Borrowing Base as most recently previously calculated. Inclusion of Unbilled Eligible Receivables is expected to increase the Company's borrowing capacity. | |
• | The definition of EBITDA has been amended and will (i) be calculated as net income before interest expense, taxes, depreciation and amortization, and (ii) include any gains or losses resulting from the sale of any owned real estate or from the sale of all or substantially all of the assets constituting the Company's Heritage Labs and Hooper Holmes Services businesses. | |
Interest on revolving credit loans is calculated based on the greatest of (i) the annualized prime rate plus 2.75%, (ii) the 90 day LIBOR rate plus 5.25%, and (iii) 6% per annum. The interest rate on the 2013 Loan and Security Agreement was 6.00% as of June 30, 2014. The Company is obligated to pay, on a monthly basis in arrears, an annual facility fee equal to 1% of the revolving credit limit of $10 million. During the three and six month periods ended June 30, 2014, in connection with the 2013 Loan and Security Agreement, the Company incurred $0.05 million and $0.09 million, respectively, in facility fees. During the three and six month periods ended June 30, 2013, the Company incurred facility fees of $0.04 million and $0.05 million, respectively. There were no additional financing fees deferred during the three and six month periods June 30, 2014 in connection with the Second Amendment to the 2013 Loan and Security Agreement. | ||
The revolving credit loans are payable in full, together with all accrued interest and fees, on February 28, 2016. The 2013 Loan and Security Agreement provides for the prepayment of the entire outstanding balance of the revolving credit loans. The Company would be required to pay an early termination fee equal to 3% of the revolving credit limit if the termination occurs prior to February 28, 2015, and 2% if the termination occurs after February 28, 2015 but prior to February 28, 2016. | ||
As security for payment and other obligations under the 2013 Loan and Security Agreement, the Company granted Keltic Financial a security interest in all of its', and its subsidiary guarantors, existing and after-acquired property, including receivables (which are subject to a lockbox account arrangement), inventory and equipment. The aforementioned security interest is collectively referred to herein as the “collateral”. The 2013 Loan and Security Agreement contains various covenants, including financial covenants which require the Company to achieve a minimum EBITDA amount (earnings before interest expense, income taxes, depreciation and amortization) beginning with the twelve months ending March 31, 2015 as the first measurement date. The Company continues to have limitations on the maximum amount of unfunded capital expenditures for each fiscal year. The Company is in compliance with the covenants under the 2013 Loan and Security Agreement as of June 30, 2014. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
The Company leases its corporate headquarters in Olathe, Kansas, which includes the Health and Wellness operations center, under an operating lease which expires in 2018. The Company also leases copiers and other miscellaneous equipment. These leases expire in various years through 2017. | |
The Company also leases a facility used for the discontinued Hooper Holmes Services operations center through 2018. During the three month period ended June 30, 2014, the Company recorded a liability of $0.6 million representing the fair value of the remaining lease payments under the lease reduced by an estimate of sublease income. | |
The Company is still the primary lessee under operating leases for 9 Portamedic branch offices with terms extending through September 2016, which are subleased by the acquirer of the former Portamedic business. The acquirer pays 100% of the rent and other executory costs for these 9 offices in the form of a contractual obligation for the remaining lease term. If the Company is unable to assign these leases to the acquirer of the former Portamedic business, the Company will let the leases expire with no intent of renewal. | |
In addition, the Company is still the primary lessee under 16 operating leases related to former Portamedic offices not utilized for continuing operations, which are not subleased by the acquirer of the former Portamedic business. The Company has accrued in previous periods approximately $0.2 million as branch closure obligations. The accrual is included as a component of the restructure reserve in the consolidated balance sheet as of June 30, 2014. | |
The Company has employment agreements with each of its Chief Executive Officer and Chief Financial Officer that provide for payment of base salary for a one year period in the event their employment with the Company is terminated in certain circumstances, including following a change in control, as further defined in the agreements. | |
In the past, some federal and state agencies have claimed that the Company improperly classified its health professionals as independent contractors for purposes of federal and state unemployment and/or worker's compensation tax laws and that the Company was therefore liable for taxes in arrears, or for penalties for failure to comply with their interpretation of the laws. There are no assurances that the Company will not be subject to similar claims in the future. The Company has determined that losses related to the remaining complaint are not probable or estimable. |
Litigation
Litigation | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Litigation | ' |
Litigation | |
On May 24, 2012, a complaint was filed against the Company in the United States District Court for the District of New Jersey alleging, among other things, that the Company failed to pay overtime compensation to a purported class of certain independent contractor examiners who, the complaint alleges, should be treated as employees for purposes of federal law. The complaints seek award of an unspecified amount of allegedly unpaid overtime wages to certain examiners. The Company filed an answer denying the substantive allegations therein. On August 1, 2014, the Magistrate Judge issued a Report and Recommendation to conditionally certify the class of all contract examiners from August 16, 2010 to the present. The Company intends to object to the Report and Recommendation, however, if the Magistrate's decision stands, notice will be sent to contractors who performed work for the Company within this time period. The claim is not covered by insurance, and the Company is incurring legal costs to defend the litigation which are recorded in continuing operations. This matter relates to the former Portamedic service line for which the Company retained liability. The Company has determined that losses related to the remaining complaint are not probable or estimable. | |
On July 30, 2013, a complaint was filed against the Company in the California Superior Court, San Bernadino County, on behalf of a putative class of employees alleging, among other things, that the Company failed to pay wages and other compensation as required by state law. The complaint seeks award of an unspecified amount of damages and penalties. The Company has denied all of the allegations in the case and believes them to be without merit. The Company settled the individual claim with the named plaintiff in July 2014 with prejudice. As a part of the settlement, the named plaintiff agreed to dismiss the class claims, without prejudice. As a result, the Company has recorded an immaterial accrual as of June 30, 2014 for the settlement amount as a charge to discontinued operations in the accompanying consolidated statement of operations. | |
The Company is a party to a number of other legal actions arising in the ordinary course of its business. In the opinion of management, the Company has substantial legal defenses and/or insurance coverage with respect to all of its pending legal actions. Accordingly, none of these actions is expected to have a material adverse effect on the Company’s liquidity, its consolidated results of operations or its consolidated financial position. |
Income_Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
The Company recorded tax expense of $0.01 million or less in continuing operations for each of three and six month periods ended June 30, 2014 and 2013 reflecting a state tax liability to one state. No amounts were recorded for unrecognized tax benefits or for the payment of interest and penalties during the three and six month periods ended June 30, 2014 and 2013. No federal or state tax benefits were recorded relating to the current year loss, as the Company continues to believe that a full valuation allowance is required on its net deferred tax assets. | |
The Company is under examination by the IRS and expects to reach a conclusion with the IRS for tax year 2011 without a material effect. State income tax returns for the year 2009 and forward are subject to examination. | |
As of December 31, 2013, the Company has U.S. federal and state net operating loss carryforwards of $140.0 million and $127.2 million, respectively. There has been no significant change in these balances as of June 30, 2014. The net operating loss carryforwards, if unutilized, will expire in the years 2014 through 2033. |
Segments
Segments | 6 Months Ended |
Jun. 30, 2014 | |
Segment Reporting [Abstract] | ' |
Segments | ' |
Segments | |
The Company reassessed its segment report following the sale of the Portamedic service line on September 30, 2013 and again in connection with the Alliance Agreement with CRL. Following the sale of the Portamedic service line, the Company reassessed its segment reporting to align with the information that the Company's chief operating decision maker regularly reviewed subsequent to the sale of Portamedic. Beginning in the fourth quarter of 2013, the Company previously reported financial results in three segments: Health and Wellness (health risk assessments including biometric screenings), Heritage Labs (laboratory testing) and Hooper Holmes Services (health information services). | |
Pursuant to the Alliance Agreement with CRL, among other things, the Company has agreed to sell certain assets comprising the Company’s Heritage Labs and Hooper Holmes Services business units, which represent the Heritage Labs and Hooper Holmes Services reportable segments. As the reportable segments have been reported as discontinued operations in this Report, segment information is no longer provided for Heritage Labs and Hooper Holmes Services. The Company has also reassessed its segment reporting following the Alliance Agreement with CRL to align with the information that is regularly reviewed. Subsequent to the closing of the Alliance Agreement with CRL, the Company expects to have one segment, consisting of the Health and Wellness operations. | |
As of June 30, 2014, substantially all of the Company's services are provided within the United States, and substantially all of the Company's assets are located within the United States. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
The unaudited interim consolidated financial statements of the Company have been prepared in accordance with instructions for Form 10-Q and the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's 2013 Annual Report on Form 10-K, filed with the SEC on March 31, 2014. | |
Financial statements prepared in accordance with U.S. GAAP require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and other disclosures. The financial information included herein is unaudited; however, such information reflects all adjustments that are, in the opinion of the Company's management, necessary for a fair statement of results for the interim periods presented. | |
The results of operations for the three and six month periods ended June 30, 2014 and 2013 are not necessarily indicative of the results to be expected for any other interim period or the full year. See “Management's Discussion and Analysis of Financial Condition and Results of Operations” for additional information. | |
Discontinued Operations | ' |
On September 30, 2013, the Company completed the sale of certain assets comprising its Portamedic service line. The Portamedic service line is accounted for as a discontinued operation in this Report. Accordingly, the operating results of Portamedic are segregated and reported as discontinued operations in the accompanying consolidated statements of operations for all periods presented. | |
New Accounting Pronouncements | ' |
New Accounting Pronouncements | |
In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014- 08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity" to change the criteria for reporting discontinued operations. Under the new guidance, only disposals of components of an entity that represent strategic shifts that have, or will have, a major effect on an entity’s operations should be reported as discontinued operations in the financial statements. Additionally, the new guidance removes the condition that an entity may not have any significant continuing involvement in the operations of the component after the disposal transaction. The new guidance requires expanded disclosures for discontinued operations, as well as disclosures about the financial effects of significant disposals that do not qualify for discontinued operations. The Company early adopted the guidance as of January 1, 2014 and has applied the guidance in ASU 2014-08 to the accounting for the sale of Heritage Labs and Hooper Holmes Services to CRL and presentation of discontinued operations. | |
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers", which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. This new guidance is effective for the Company in the first quarter of 2017, with no early adoption permitted. The Company is currently evaluating the effect that ASU 2014-09 will have on the consolidated financial statements and related disclosures. |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 6 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||
Schedule of Valuation Assumptions | ' | |||||||||||
The fair value of the stock options granted during the three and six month periods ended June 30, 2014 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: | ||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2014 | 2014 | |||||||||||
Expected life (years) | 5.26 | 5.25 | ||||||||||
Expected volatility | 78.50% | 83.10% | ||||||||||
Expected dividend yield | —% | —% | ||||||||||
Risk-free interest rate | 1.80% | 1.80% | ||||||||||
Weighted average fair value of options granted during the period | $0.40 | $0.39 | ||||||||||
Schedule of Stock Option Activity | ' | |||||||||||
The following table summarizes stock option activity for the six month period ended June 30, 2014: | ||||||||||||
Number of Shares | Weighted Average Exercise Price Per Share | Weighted Average remaining Contractual Life (years) | Aggregate Intrinsic Value (in thousands) | |||||||||
Outstanding balance at December 31, 2013 | 4,150,550 | $ | 0.75 | |||||||||
Granted | 643,700 | 0.58 | ||||||||||
Exercised | (54,000 | ) | 0.51 | |||||||||
Expired | (536,300 | ) | 1.19 | |||||||||
Forfeited | (173,950 | ) | 0.37 | |||||||||
Outstanding balance at June 30, 2014 | 4,030,000 | 0.67 | 8.34 | $809 | ||||||||
Options exercisable at June 30, 2014 | 1,341,450 | $ | 0.99 | 6.58 | $174 | |||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||
Schedule of Discontinued Operations | ' | ||||||||||||
The following table summarizes the major classes of line items constituting the pretax results of operations of Heritage Labs and Hooper Holmes Services for the three and six month periods ended June 30, 2014 and 2013, which are reported as a component of discontinued operations in the consolidated statement of operations. There was no income tax recorded in discontinued operations for Heritage Labs and Hooper Holmes Services for any period presented. | |||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||
30-Jun | 30-Jun | ||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||
Revenues | |||||||||||||
Heritage Labs | $ | 1,405 | 2,615 | $ | 3,717 | $ | 5,526 | ||||||
Hooper Holmes Services | $ | 2,607 | $ | 3,883 | $ | 5,595 | $ | 7,947 | |||||
Total revenue | $ | 4,012 | $ | 6,498 | $ | 9,312 | $ | 13,473 | |||||
Cost of Sales | |||||||||||||
Heritage Labs | $ | 1,222 | $ | 1,811 | $ | 2,982 | $ | 3,750 | |||||
Hooper Holmes Services | $ | 2,296 | $ | 3,342 | $ | 4,878 | $ | 6,829 | |||||
Total cost of sales | $ | 3,518 | $ | 5,153 | $ | 7,860 | $ | 10,579 | |||||
Selling, General & Administrative Expenses | |||||||||||||
Heritage Labs | 50 | $ | 167 | $ | 251 | $ | 362 | ||||||
Hooper Holmes Services | $ | 1,215 | $ | 592 | $ | 1,682 | $ | 1,158 | |||||
Total selling, general & administrative expenses | $ | 1,265 | $ | 759 | $ | 1,933 | $ | 1,520 | |||||
(Loss) income from Discontinued Operations | |||||||||||||
Heritage Labs | $ | 133 | $ | 637 | $ | 484 | $ | 1,414 | |||||
Hooper Holmes Services | $ | (904 | ) | $ | (51 | ) | $ | (965 | ) | $ | (40 | ) | |
Total (loss) income from discontinued operations | $ | (771 | ) | $ | 586 | $ | (481 | ) | $ | 1,374 | |||
The table below summarizes the operating results of Portamedic which are reported as a component of discontinued operations in the accompanying consolidated statement of operations. Income taxes relating to the operations of Portamedic were less than $0.1 million for the three and six month periods ended June 30, 2013. | |||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||
30-Jun | 30-Jun | ||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||
Revenues | $ | — | $ | 21,857 | $ | — | $ | 45,505 | |||||
Loss from discontinued operations | $ | (99 | ) | $ | (1,900 | ) | $ | (69 | ) | $ | (2,433 | ) | |
Adjustment to gain on sale of Portamedic and subsidiary | $ | — | $ | 75 | $ | (150 | ) | $ | 75 | ||||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Restructuring Charges [Abstract] | ' | |||||||||||||||
Restructuring and Related Costs | ' | |||||||||||||||
The following table provides a summary of the activity in the restructure accrual for the six month period ended June 30, 2014: | ||||||||||||||||
As of | As of | |||||||||||||||
(In thousands) | 31-Dec-13 | Charges | Payments | 30-Jun-14 | ||||||||||||
Severance | $ | 531 | $ | 170 | $ | (562 | ) | $ | 139 | |||||||
Branch closure obligation | 415 | 1 | (251 | ) | 165 | |||||||||||
Total | $ | 946 | $ | 171 | $ | (813 | ) | $ | 304 | |||||||
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 6 Months Ended | |||||||
Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Apr. 16, 2014 | 13-May-14 | Jul. 09, 2014 | Aug. 07, 2014 | Jul. 18, 2014 | |
segment | segment | Strategic Alliance Agreement Assets [Member] | Strategic Alliance Agreement Assets [Member] | Purchase and Sale Agreement Property [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |
Purchase and Sale Agreement Property [Member] | Purchase and Sale Agreement Property [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration amount | ' | ' | ' | $3,700,000 | $3,050,000 | ' | ' | ' |
Net book value of assets to be sold | ' | ' | 1,100,000 | ' | ' | ' | ' | ' |
Number of reportable segments | 1 | 3 | ' | ' | ' | ' | ' | ' |
Escrow deposit | ' | ' | ' | ' | ' | ' | ' | 300,000 |
Cash proceeds from sale closing | ' | ' | ' | ' | ' | ' | 2,540,000 | ' |
Minimum EBITDA amount | ' | ' | ' | ' | ' | 100,000 | ' | ' |
Minimum Percent of aggregate unbilled eligible receivables | ' | ' | ' | ' | ' | 50.00% | ' | ' |
Maximum borrowing base | ' | ' | ' | ' | ' | $2,500,000 | ' | ' |
Maximum percent of borrowing base | ' | ' | ' | ' | ' | 50.00% | ' | ' |
Liquidity_Details
Liquidity (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 09, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Mar. 31, 2014 | Apr. 16, 2014 | 13-May-14 | Aug. 07, 2014 | Jul. 18, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Subsequent Event [Member] | Portamedic Service Line [Member] | Portamedic Service Line [Member] | Portamedic Service Line [Member] | Strategic Alliance Agreement Assets [Member] | Purchase and Sale Agreement Property [Member] | Purchase and Sale Agreement Property [Member] | Purchase and Sale Agreement Property [Member] | Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | |||||||
holdback_component | Subsequent Event [Member] | Subsequent Event [Member] | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | $3,137,000 | $4,956,000 | $3,137,000 | $4,956,000 | $3,970,000 | $8,319,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working capital | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss from continuing operations | -1,943,000 | -3,763,000 | -4,798,000 | -6,578,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash used in operating activities of continuing operations | ' | ' | 1,179,000 | 4,598,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Relocation costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | 1,500,000 |
Consideration amount | ' | ' | ' | ' | ' | ' | ' | 8,400,000 | ' | ' | 3,700,000 | 3,050,000 | ' | ' | ' | ' |
Escrow deposit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' |
Cash proceeds from sale closing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,540,000 | ' | ' | ' |
Holdback amount | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of holdback components | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' |
Holdback amount, component one | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Holdback amount, component two | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from the sale of Portamedic | ' | ' | 743,000 | 0 | ' | ' | ' | 8,100,000 | 700,000 | 700,000 | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity under Loan and Security Agreement | 10,000,000 | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan maximum defined, based on eligible receivables | 85.00% | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan maximum defined, based on eligible receivables, reserve | 500,000 | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional borrowing availability under Loan and Security Agreement | 2,800,000 | ' | 2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings outstanding under Loan and Security Agreement | $0 | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum Percent of aggregate unbilled eligible receivables | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment_of_Longlived_Assets1
Impairment of Long-lived Assets (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | |
Financial System Software [Member] | |||
Impairment of Long-Lived Assets [Line Items] | ' | ' | ' |
Impairment of long-lived assets | $0 | $0 | $200,000 |
ShareBased_Compensation_Employ
Share-Based Compensation Employee Share-Based Compensation Plans (Details) | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 1 Months Ended | |||||||||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2010 | Jun. 30, 2014 | Jun. 30, 2014 | |
2008 Plan [Member] | 2008 Plan [Member] | 2008 Plan [Member] | 2008 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | Awards to Certain Employees [Member] | Amended and Restated 2011 Plan [Member] | Director Stock Plan [Member] | Director Stock Plan [Member] | December 2010 Stock Option Award [Member] | December 2010 Stock Option Award [Member] | All Other Stock Option Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares authorized under the plan (in shares) | ' | 5,000,000 | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | 3,500,000 | ' | 600,000 | ' | ' | ' |
Options granted (in shares) | 643,700 | 181,100 | 0 | 343,700 | 0 | 0 | ' | 300,000 | 0 | ' | ' | ' | ' | 100,000 | ' | ' |
Remaining shares available for grant under the plan (in shares) | ' | 3,127,900 | ' | 3,127,900 | ' | ' | ' | ' | ' | ' | 1,217,000 | ' | 360,000 | ' | ' | ' |
Contractual life of stock options and other awards under share-based compensation plans | ' | ' | ' | '10 years | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate shares granted | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | 1,228,900 | ' | 2,000,000 | ' | ' | ' | ' |
Option Vesting Schedule | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting percentage, grant date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' |
Vesting percentage, year one | ' | ' | ' | ' | ' | 25.00% | ' | 25.00% | ' | 33.00% | ' | ' | 25.00% | ' | 50.00% | 0.00% |
Vesting percentage, year two | ' | ' | ' | ' | ' | 25.00% | ' | 25.00% | ' | 33.00% | ' | ' | 25.00% | ' | 50.00% | 25.00% |
Vesting percentage, year three | ' | ' | ' | ' | ' | 25.00% | ' | 25.00% | ' | 33.00% | ' | ' | 25.00% | ' | ' | 25.00% |
Vesting percentage, year four | ' | ' | ' | ' | ' | 25.00% | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | 25.00% |
Vesting percentage, year five | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% |
ShareBased_Compensation_Stock_
Share-Based Compensation Stock Option Valuation Assumptions (Details) (USD $) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' |
Expected life (years) | '5 years 3 months 4 days | '5 years 3 months |
Expected volatility | 78.50% | 83.10% |
Expected dividend yield | ' | 0.00% |
Risk-free interest rate | 1.80% | 1.80% |
Weighted average fair value of options granted during the period | $0.40 | $0.39 |
ShareBased_Compensation_Option
Share-Based Compensation Option Roll-Forward (Details) (USD $) | 3 Months Ended | 6 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 |
Stock Option Activity [Roll Forward] | ' | ' | ' |
Outstanding balance (options) at December 31, 2013 | ' | 4,150,550 | ' |
Options granted (in shares) | ' | 643,700 | ' |
Exercised (options) | -16,500 | -54,000 | 0 |
Expired (options) | ' | -536,300 | ' |
Forfeited (options) | ' | -173,950 | ' |
Outstanding balance (options) at March 31, 2014 | 4,030,000 | 4,030,000 | ' |
Outstanding balance (weighted average exercise price) at December 31, 2013 | ' | $0.75 | ' |
Granted (weighted average exercise price) | ' | $0.58 | ' |
Exercised (weighted averaged exercise price) | $0.65 | $0.51 | ' |
Expired (weighted average exercise price) | ' | $1.19 | ' |
Forfeited (weighted average exercise price) | ' | $0.37 | ' |
Outstanding balance (weighted average exercise price) at March 31, 2014 | $0.67 | $0.67 | ' |
Weighted Average Remaining Contractual Life, options outstanding | ' | '8 years 4 months 2 days | ' |
Aggregate Intrinsic Value (in thousands), options outstanding | $809 | $809 | ' |
Number of options exercisable at March 31, 2014 | 1,341,450 | 1,341,450 | ' |
Weighted average exercise price of options exercisable at March 31, 2014 | $0.99 | $0.99 | ' |
Weighted Average Remaining Contractual Life, options exercisable | ' | '6 years 6 months 29 days | ' |
Aggregate Intrinsic Value (in thousands), options exercisable | $174 | $174 | ' |
ShareBased_Compensation_Award_
Share-Based Compensation Award Activity (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | |||||
In Millions, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Feb. 27, 2013 | Sep. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jul. 31, 2009 | Jun. 30, 2014 | Jul. 31, 2011 | Jun. 30, 2014 |
Director Stock Plan [Member] | Director Stock Plan [Member] | Director Stock Plan [Member] | Stock Options [Member] | July 2009 Non-vested Stock Award [Member] | July 2009 Non-vested Stock Award [Member] | July 2011 Non-vested Stock Award [Member] | July 2011 Non-vested Stock Award [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised (options) | -16,500 | ' | -54,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised (weighted averaged exercise price) | $0.65 | ' | $0.51 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options vested in period | ' | ' | 24,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate fair value of options vested in period | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost related to stock options | ' | ' | ' | ' | ' | ' | ' | ' | 0.7 | ' | ' | ' | ' |
Weighted average period for recognition of compensation cost | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 3 months 18 days | ' | ' | ' | ' |
Non-vested Stock Awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate shares granted | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | 500,000 | ' | 305,000 | ' |
Grant date fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.45 | ' | $1.06 | ' |
Aggregate shares that vested in the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | 155,100 |
Aggregate shares of non-vested stock forfeited | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 350,000 | ' | 149,900 |
Vesting Schedule for Equity Grants Other than Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting percentage, year one | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | 0.00% | ' | 33.00% |
Vesting percentage, year two | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | 25.00% | ' | 33.00% |
Vesting percentage, year three | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | 25.00% | ' | 34.00% |
Vesting percentage, year four | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' |
Vesting percentage, year five | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' |
ESPP | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ESPP, number of shares authorized | 2,000,000 | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued during period, Employee Stock Purchase Plan | ' | ' | ' | ' | 233,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate Grant-Date Fair Value, Employee Stock Purchase Plan | ' | ' | ' | ' | 0.03 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued in accordance with plan termination provision | ' | ' | 36,154 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Stock Awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term over which grants will occur | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' |
Number of shares authorized under the plan (in shares) | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' |
Remaining shares available for grant under the plan (in shares) | ' | ' | ' | ' | ' | ' | 360,000 | ' | ' | ' | ' | ' | ' |
Number of shares awarded annually to non-employee board members other than the non-executive chair | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' |
Number of shares awarded annually to non-executive chair of the board of directors | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' |
Number of shares awarded | ' | ' | ' | ' | ' | ' | 0 | 30,000 | ' | ' | ' | ' | ' |
Share-based compensation expense | $0.30 | ($0.02) | $0.40 | $0.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discontinued_Operations_Operat
Discontinued Operations Operation Assets of Heritage Labs and Hooper Holmes (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Revenues | $4,012 | $6,498 | $9,312 | $13,473 |
Cost of Sales | 3,518 | 5,153 | 7,860 | 10,579 |
Selling, General & Administrative Expenses | 1,265 | 759 | 1,933 | 1,520 |
(Loss) income from Discontinued Operations | -771 | 586 | -481 | 1,374 |
Heritage Labs [Member] | ' | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Revenues | 1,405 | 2,615 | 3,717 | 5,526 |
Cost of Sales | 1,222 | 1,811 | 2,982 | 3,750 |
Selling, General & Administrative Expenses | 50 | 167 | 251 | 362 |
(Loss) income from Discontinued Operations | 133 | 637 | 484 | 1,414 |
Hooper Holmes Services [Member] | ' | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Revenues | 2,607 | 3,883 | 5,595 | 7,947 |
Cost of Sales | 2,296 | 3,342 | 4,878 | 6,829 |
Selling, General & Administrative Expenses | 1,215 | 592 | 1,682 | 1,158 |
(Loss) income from Discontinued Operations | ($904) | ($51) | ($965) | ($40) |
Discontinued_Operations_Operat1
Discontinued Operations Operation Assets of Portamedic (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Revenues | $4,012,000 | $6,498,000 | $9,312,000 | $13,473,000 |
Loss from discontinued operations | -771,000 | 586,000 | -481,000 | 1,374,000 |
Adjustment to gain on sale of Portamedic and subsidiary | 0 | 75,000 | -150,000 | 75,000 |
Portamedic Service Line [Member] | ' | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Revenues | 0 | 21,857,000 | 0 | 45,505,000 |
Loss from discontinued operations | -99,000 | -1,900,000 | -69,000 | -2,433,000 |
Tax Effect of Discontinued Operation (less than $0.1 million) | ' | $100,000 | ' | $100,000 |
Discontinued_Operations_Narrat
Discontinued Operations Narrative (Details) (USD $) | 0 Months Ended | 6 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||||
Apr. 16, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Apr. 16, 2014 | Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | 13-May-14 | Aug. 07, 2014 | Jul. 18, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Strategic Alliance Agreement Assets [Member] | Strategic Alliance Agreement Assets [Member] | Hooper Holmes Services [Member] | Portamedic Service Line [Member] | Portamedic Service Line [Member] | Portamedic Service Line [Member] | Purchase and Sale Agreement Property [Member] | Purchase and Sale Agreement Property [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Assets Held-for-sale [Member] | Assets Held-for-sale [Member] | |||||
holdback_component | Purchase and Sale Agreement Property [Member] | Purchase and Sale Agreement Property [Member] | Heritage Labs and Hooper Holmes Services [Member] | Heritage Labs and Hooper Holmes Services [Member] | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration amount | ' | ' | ' | ' | ' | $3,700,000 | ' | $8,400,000 | ' | ' | ' | $3,050,000 | ' | ' | ' | ' |
Net book value of assets to be sold | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement period | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional agreement period | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventory | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | 800,000 |
Property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | 800,000 |
Operating cash flow from discontinued operations | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Changes in working capital from discontinued operations | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash operating activities | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash charge for remaining operating lease payments | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from the sale of Portamedic | ' | 743,000 | 0 | ' | ' | ' | ' | 8,100,000 | 700,000 | 700,000 | ' | ' | ' | ' | ' | ' |
Holdback amount | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of holdback components | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' |
Holdback amount, component one | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Holdback release, business days after closing | ' | ' | ' | ' | ' | ' | ' | '3 days | ' | ' | ' | ' | ' | ' | ' | ' |
Holdback amount, component two | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Assets held for sale | ' | 1,866,000 | ' | 2,302,000 | ' | ' | ' | ' | ' | ' | 700,000 | ' | ' | ' | ' | ' |
Escrow deposit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' |
Cash proceeds from sale closing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,540,000 | ' | ' | ' |
Inventories_Details
Inventories (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Finished goods | $0.30 | $0.30 |
Components | $0.30 | $0.30 |
Restructuring_Charges_Details
Restructuring Charges (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring charges | $0 | $305,000 | $92,000 | $305,000 |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Restructuring reserve, beginning balance | ' | ' | 946,000 | ' |
Restructuring charges | ' | ' | 171,000 | ' |
Payments | ' | ' | -813,000 | ' |
Restructuring reserve, ending balance | 304,000 | ' | 304,000 | ' |
Employee Severance [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Restructuring charges | ' | ' | 90,000 | ' |
Restructuring Charges, Discontinued Operations | ' | ' | 80,000 | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Restructuring reserve, beginning balance | ' | ' | 531,000 | ' |
Restructuring charges | ' | ' | 170,000 | ' |
Payments | ' | ' | -562,000 | ' |
Restructuring reserve, ending balance | 139,000 | ' | 139,000 | ' |
Facility Closing - Branch Office Closure [Member] | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Restructuring reserve, beginning balance | ' | ' | 415,000 | ' |
Restructuring charges | ' | ' | 1,000 | ' |
Payments | ' | ' | -251,000 | ' |
Restructuring reserve, ending balance | $165,000 | ' | $165,000 | ' |
Loan_and_Security_Agreements_D
Loan and Security Agreements (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jul. 09, 2014 | |
Prime rate [Member] | LIBOR 90 day rate [Member] | Prior to second anniversary [Member] | Prior to third anniversary [Member] | Subsequent Event [Member] | |||||
Loan and Security Agreements [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity under Loan and Security Agreement | $10,000,000 | ' | $10,000,000 | ' | ' | ' | ' | ' | ' |
Loan maximum defined, based on eligible receivables | 85.00% | ' | 85.00% | ' | ' | ' | ' | ' | ' |
Loan maximum defined, based on eligible receivables, reserve | 500,000 | ' | 500,000 | ' | ' | ' | ' | ' | ' |
Additional borrowing availability under Loan and Security Agreement | 2,800,000 | ' | 2,800,000 | ' | ' | ' | ' | ' | ' |
Borrowings outstanding under Loan and Security Agreement | 0 | ' | 0 | ' | ' | ' | ' | ' | ' |
Minimum EBITDA amount | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 |
Minimum Percent of aggregate unbilled eligible receivables | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% |
Maximum borrowing base | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 |
Maximum percent of borrowing base | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% |
Spread on variable rate | ' | ' | ' | ' | 2.75% | 5.25% | ' | ' | ' |
Interest rate, stated percentage | 6.00% | ' | 6.00% | ' | ' | ' | ' | ' | ' |
Unused Capacity, Commitment Fee Percentage | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' |
Commitment fee | $50,000 | $40,000 | $90,000 | $50,000 | ' | ' | ' | ' | ' |
Credit facility - early termination fee | ' | ' | ' | ' | ' | ' | 3.00% | 2.00% | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2014 |
operating_lease | |
branch_office | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' |
Number of offices | 9 |
Number of operating leases | 16 |
Branch closure obligation | $0.20 |
Employment agreements, contract term | '1 year |
Hooper Holmes Services [Member] | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' |
Non-cash charge for remaining operating lease payments | $0.60 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Internal Revenue Service (IRS) [Member] | State and Local Jurisdiction [Member] | |||||
Income tax expense | $5,000 | $4,000 | $10,000 | $9,000 | ' | ' |
Operating loss carryforwards, subject to expiration | ' | ' | ' | ' | $140,000,000 | $127,200,000 |
Segments_Details
Segments (Details) | 6 Months Ended | |
Jun. 30, 2014 | Mar. 31, 2014 | |
segment | segment | |
Segment Reporting [Abstract] | ' | ' |
Number of reportable segments | 1 | 3 |