Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 28, 2015 | Jun. 30, 2014 |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | HOOPER HOLMES INC | ||
Entity Central Index Key | 741815 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Public Float | $50 | ||
Entity Common Stock, Shares Outstanding | 70,866,603 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ||
Cash and cash equivalents | $5,201 | $3,970 |
Accounts receivable, net of allowance for doubtful accounts of $87 and $153 at December 31, 2014 and 2013, respectively | 3,178 | 8,398 |
Inventories | 897 | 596 |
Other current assets | 202 | 1,597 |
Assets held for sale | 0 | 2,302 |
Total current assets | 9,478 | 16,863 |
Property, plant and equipment, net | 3,054 | 2,953 |
Other assets | 607 | 1,830 |
Total assets | 13,139 | 21,646 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 2,508 | 3,440 |
Accrued expenses | 4,083 | 4,036 |
Total current liabilities | 6,591 | 7,476 |
Other long-term liabilities | 1,191 | 870 |
Commitments and contingencies (Note 10) | ||
Stockholders’ Equity: | ||
Common stock, par value $.04 per share; Authorized 240,000,000 shares; Issued: 70,875,998 shares and 70,382,544 shares at December 31, 2014 and 2013, respectively. Outstanding: 70,866,603 shares and 70,373,149 shares at December 31, 2014 and 2013, respectively | 2,835 | 2,815 |
Additional paid-in capital | 150,747 | 150,235 |
Accumulated deficit | -148,154 | -139,679 |
Stockholders' equity before treasury stock | 5,428 | 13,371 |
Less: Treasury stock, at cost; 9,395 shares as of December 31, 2014 and 2013 | -71 | -71 |
Total stockholders' equity | 5,357 | 13,300 |
Total liabilities and stockholders' equity | $13,139 | $21,646 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $87 | $153 |
Common stock, par value (usd per share) | $0.04 | $0.04 |
Common stock, shares authorized | 240,000,000 | 240,000,000 |
Common stock, shares issued | 70,875,998 | 70,382,544 |
Common stock, shares outstanding | 70,866,603 | 70,373,149 |
Treasury stock, number of shares | 9,395 | 9,395 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Revenues | $28,524 | $24,171 | $22,136 |
Cost of operations | 21,737 | 17,767 | 15,200 |
Gross profit | 6,787 | 6,404 | 6,936 |
Selling, general and administrative expenses | 14,138 | 17,571 | 16,083 |
Gain on sale of real estate | -1,846 | 0 | 0 |
Impairment | 0 | 212 | 41 |
Restructuring charges | 1,299 | ||
Operating loss from continuing operations | -5,651 | -12,181 | -9,734 |
Other (expense) income: | |||
Interest expense | -1 | -86 | -10 |
Interest income | 1 | 5 | 26 |
Other (expense) income, net | -239 | -399 | -33 |
Total other (expense) income | -239 | -480 | -17 |
Loss from continuing operations before income taxes | -5,890 | -12,661 | -9,751 |
Income tax expense | 23 | 19 | 23 |
Loss from continuing operations | -5,913 | -12,680 | -9,774 |
Discontinued operations: | |||
Loss from discontinued operations, net of tax | -3,301 | -2,025 | -7,889 |
Gain on sale of subsidiaries, net of adjustments | 739 | 3,430 | 65 |
(Loss) income from discontinued operations | -2,562 | 1,405 | -7,824 |
Net loss | -8,475 | -11,275 | -17,598 |
Basic and diluted (loss) earnings per share: | |||
Continuing operations, basic (usd per share) | ($0.08) | ($0.18) | ($0.14) |
Continuing operations, diluted (usd per share) | ($0.08) | ($0.18) | ($0.14) |
Discontinued operations, basic (usd per share) | ($0.04) | $0.02 | ($0.11) |
Discontinued operations, diluted (usd per share) | ($0.04) | $0.02 | ($0.11) |
Net loss, basic (usd per share) | ($0.12) | ($0.16) | ($0.25) |
Net loss, diluted (usd per share) | ($0.12) | ($0.16) | ($0.25) |
Weighted average number of shares - Basic | 70,684,452 | 69,965,814 | 69,743,897 |
Weighted average number of shares - Diluted | 70,684,452 | 69,965,814 | 69,743,897 |
Continuing Operations [Member] | |||
Income Statement [Abstract] | |||
Restructuring charges | $146 | $802 | $546 |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] |
In Thousands, except Share data, unless otherwise specified | |||||
Balance, Value at Dec. 31, 2011 | $40,749 | $2,787 | $148,839 | ($110,806) | ($71) |
Balance, Shares at Dec. 31, 2011 | 69,678,982 | 9,395 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | -17,598 | -17,598 | |||
Share-based compensation, value | 710 | 7 | 703 | ||
Share-based compensation, shares | 165,800 | ||||
Balance, Value at Dec. 31, 2012 | 23,861 | 2,794 | 149,542 | -128,404 | -71 |
Balance, Shares at Dec. 31, 2012 | 69,844,782 | 9,395 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | -11,275 | -11,275 | |||
Exercise of share-based awards, value | 71 | 7 | 64 | ||
Exercise of share-based awards, shares | 182,930 | ||||
Share-based compensation, value | 643 | 14 | 629 | ||
Share-based compensation, shares | 354,832 | ||||
Balance, Value at Dec. 31, 2013 | 13,300 | 2,815 | 150,235 | -139,679 | -71 |
Balance, Shares at Dec. 31, 2013 | 70,382,544 | 9,395 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | -8,475 | -8,475 | |||
Exercise of share-based awards, value | 29 | 2 | 27 | ||
Exercise of share-based awards, shares | 57,300 | 57,300 | |||
Share-based compensation, value | 503 | 18 | 485 | ||
Share-based compensation, shares | 436,154 | ||||
Balance, Value at Dec. 31, 2014 | $5,357 | $2,835 | $150,747 | ($148,154) | ($71) |
Balance, Shares at Dec. 31, 2014 | 70,875,998 | 9,395 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net loss | ($8,475) | ($11,275) | ($17,598) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Gain on sale of real estate, net | -1,846 | 0 | 0 |
Gain on sale of subsidiaries, net of adjustments | -739 | -3,430 | -65 |
Depreciation and amortization | 1,220 | 2,200 | 4,191 |
Amortization of deferred financing fees | 343 | 298 | 136 |
Provision for bad debt expense | 85 | -380 | 207 |
Share-based compensation expense | 503 | 643 | 710 |
Impairment of long-lived assets, loss on disposal of fixed assets and other | 181 | 416 | 5,310 |
Change in assets and liabilities: | |||
Accounts receivable | 5,135 | 9,000 | 1,161 |
Inventories | -300 | -62 | -5 |
Other assets | 1,005 | -184 | 1,334 |
Accounts payable, accrued expenses and other liabilities | -542 | -4,255 | 442 |
Net cash used in operating activities | -3,430 | -7,029 | -4,177 |
Cash flows from investing activities: | |||
Capital expenditures | -1,409 | -1,550 | -4,103 |
Proceeds from sale of real estate, net of closing costs | 2,544 | 0 | 0 |
Proceeds from the sale of Heritage Labs and Hooper Holmes Services | 3,539 | 0 | 0 |
Cost paid to sell Heritage Labs and Hooper Holmes Services | -777 | 0 | 0 |
Proceeds from the sale of Portamedic | 743 | 6,053 | 0 |
Costs paid to sell Portamedic | 0 | -781 | 0 |
Proceeds from sale of fixed assets | 0 | 0 | 51 |
Net cash provided by (used in) investing activities | 4,640 | 3,722 | -4,052 |
Cash flows from financing activities: | |||
Borrowings under credit facility | 0 | 50,827 | 0 |
Payments under credit facility | 0 | -50,827 | 0 |
Debt financing fees | 0 | -999 | -101 |
Proceeds related to the exercise of stock options | 29 | 71 | 0 |
Payments on capital lease obligations | -8 | -114 | -268 |
Net cash used in financing activities | 21 | -1,042 | -369 |
Net decrease in cash and cash equivalents | 1,231 | -4,349 | -8,598 |
Cash and cash equivalents at beginning of year | 3,970 | 8,319 | 16,917 |
Cash and cash equivalents at end of year | 5,201 | 3,970 | 8,319 |
Supplemental disclosure of non-cash investing activities: | |||
Fixed assets vouchered but not paid | 163 | 153 | 154 |
Fixed assets acquired by capital leases | 0 | 0 | 64 |
Proceeds from sale of Portamedic not received, net of costs not paid | 0 | 1,525 | 0 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for income taxes | $53 | $62 | $50 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | |
(a) | Description of the Business | |
Hooper Holmes, Inc. and its subsidiaries (“Hooper Holmes” or the "Company”) provides on-site health screenings, laboratory testing, risk assessment and sample collection services to individuals as part of comprehensive health and wellness programs offered through corporate and government employers. Hooper Holmes is engaged by the organizations sponsoring such programs, including health and care management companies, broker and wellness companies, disease management organizations, reward administrators, third party administrators, clinical research organizations and health plans. 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 some seasonality, with the second quarter sales typically dropping below the other quarters and the third and fourth quarter sales typically the strongest quarters due to increased demand for biometric screenings from mid-August through November related to annual benefit renewal cycles. | ||
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. | ||
Sale of Assets - Heritage Labs and Hooper Holmes Services | ||
On August 31, 2014, the Company completed the sale of certain assets comprising the Company’s Heritage Labs and Hooper Holmes Services business units (the "Business") to Clinical Reference Laboratory, Inc. ("CRL") pursuant to the terms of a Strategic Alliance Agreement (as amended, the "Alliance Agreement") entered into in April 2014. The purchase price, after inventory-related price adjustments, was $3.5 million, of which $0.25 million was deposited into an escrow account in accordance with the Alliance Agreement. The Alliance Agreement provided that certain lab assets were sold to CRL at a separate closing on October 31, 2014, at which time the remaining purchase price held in escrow was released to the Company. The net book value of assets sold was approximately $1.0 million, consisting primarily of inventory and certain property, plant and equipment. After incurring $0.8 million in transaction costs associated with the sale to CRL, the Company recorded a gain on sale of $1.7 million during the year ended December 31, 2014, which is recorded as a component of discontinued operations. | ||
The assets sold to CRL qualified as assets held for sale in April 2014, and the businesses are accounted for as discontinued operations in this Report. The sale of the Heritage Labs and Hooper Holmes Services businesses to CRL represents a strategic shift in the Company's ongoing operations. Accordingly, the operating results of the Heritage Labs and Hooper Holmes Services businesses are segregated and reported as discontinued operations in the accompanying consolidated statements of operations for all periods presented. For further discussion, refer to Note 5. | ||
Following the sale of Portamedic on September 30, 2013 but prior to the second quarter of 2014, the Company 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 sold 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 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 on August 31, 2014, the Company has 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 $3.0 million. On July 18, 2014, the Company and MDMC entered into an amendment to the Purchase and Sale Agreement that provided for the Company to deposit into an escrow account at closing an aggregate of $0.3 million of the purchase price, all of which was used 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 to the Company of $2.5 million, which is net of customary closing costs and broker fees of $0.2 million. The Company recorded a gain on sale of real estate of $1.8 million in connection with the transaction. The gain is recorded as a component of operating income (loss) from continuing operations as the Basking Ridge, New Jersey property was Company's former corporate headquarters. | ||
(b) | Principles of Consolidation | |
The consolidated financial statements include the accounts of Hooper Holmes, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | ||
(c) | Cash and Cash Equivalents | |
The Company considers highly liquid investments with original maturities at the date of purchase of less than 90 days to be cash equivalents. | ||
(d) | Accounts Receivable | |
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Allowances for uncollectible accounts are estimated based on the Company's periodic review of accounts receivable historical losses and current receivables aging. Account balances are charged off to the allowance after all means of collections have been exhausted and potential for recovery is considered remote. Customer billing adjustments are recorded against revenue whereas adjustments for bad debts are recorded within selling, general and administrative expenses. The Company does not have any off-balance sheet credit exposure related to its customers. | ||
(e) | Inventories | |
Inventories, which consist of finished goods and component inventory, are stated at the lower of average cost or market. Included in inventories at December 31, 2014 and 2013 are $0.7 million and $0.3 million, respectively, of finished goods and $0.2 million and $0.3 million, respectively, of components. | ||
(f) | Property, Plant and Equipment | |
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the assets’ estimated useful lives. Leasehold improvements are amortized over the shorter of the estimated useful life of the improvement or the remaining lease term. The cost of maintenance and repairs is charged to operations as incurred. | ||
Internal use software and website development costs are capitalized and included in property, plant and equipment in the consolidated balance sheet. These assets are depreciated over the estimated useful life of the asset using the straight-line method. Subsequent modifications or upgrades to internal use software are capitalized only to the extent that additional functionality is provided. | ||
(g) | Long-Lived Assets | |
Long-lived assets, including intangible assets with determinable useful lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets and is charged to earnings. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the costs to sell. Intangible assets with determinable useful lives were amortized on a straight line basis over their respective estimated useful lives and were fully amortized as of December 31, 2012. Amortization expense from continuing operations of $0.2 million was recorded for the year ended December 31, 2012. | ||
(h) | Deferred Rent | |
The Company accounts for scheduled rent increases contained in its leases on a straight-line basis over the term of the lease. As of December 31, 2014 and 2013, the Company has recorded $0.2 million and $0.3 million, respectively, related to deferred rent in the consolidated balance sheet. | ||
(i) | Advertising | |
Costs related to space in publications are expensed as incurred. Advertising expense included in continuing operations was approximately $0.02 million, $0.1 million and $0.2 million in 2014, 2013 and 2012, respectively. | ||
(j) | Revenue Recognition | |
Revenue is recognized for Health and Wellness services when the wellness screening is completed and the results are delivered to customers. Revenue for kit assembly is recorded upon shipment to the customers. In all cases, there must be evidence of an agreement with the customer, the sales price must be fixed or determinable, delivery of services must occur and the ability to collect must be reasonably assured. Sales tax collected from customers and remitted to governmental authorities is accounted for on a net basis and therefore is excluded from revenues in the consolidated statements of operations. | ||
(k) | Share-Based Compensation | |
The Company recognizes share-based compensation cost on a straight-line basis over the vesting period, for awards expected to vest. Compensation cost is measured at the grant date based on the fair value of the award. | ||
(l) | Income Taxes | |
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. | ||
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the tax authorities. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense. | ||
(m) | (Loss) Earnings per Common 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 for the three years ended December 31, 2014 because the inclusion of dilutive common stock equivalents would have been anti-dilutive for all periods presented. | ||
(n) | Use of Estimates | |
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of receivable balances, property, plant and equipment, deferred tax assets, share based compensation expense and the assessment of contingencies, among others. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which the Company believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates will be reflected in the consolidated financial statements in future periods. | ||
(o) | Concentration of Credit Risk | |
The Company’s accounts receivable are due primarily from healthcare management and wellness companies. As of December 31, 2014, there were two customer balances that each accounted for more than 10% of the total consolidated accounts receivable. The accounts receivable balance for these two customers represented approximately 39% of total consolidated accounts receivable as of December 31, 2014. As of December 31, 2013, there were three customer balances that each accounted for more than 10% of the total consolidated accounts receivable and represented approximately 42% of total consolidated accounts receivable. | ||
For the years ended December 31, 2014 and 2013, there were three Health and Wellness customers that exceeded 10% of revenue from continuing operations and represented more than 50% of the consolidated revenue. For the year ended December 31, 2012, there were two Health and Wellness customers that exceeded 10% of revenue from continuing operations and represented more than 50% of the consolidated revenue. The Company has agreements with each of its Health and Wellness customers, although these agreements do not provide for specific minimum level of purchase. | ||
(p) | 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 | 12 Months Ended |
Dec. 31, 2014 | |
Liquidity [Abstract] | |
Liquidity | Liquidity |
The Company’s primary sources of liquidity are cash and cash equivalents as well as availability under the 2013 Loan and Security Agreement (refer to Note 9). At December 31, 2014, the Company had $5.2 million cash and cash equivalents and no outstanding debt. | |
The Company incurred a loss from continuing operations of $5.9 million for the year ended December 31, 2014. The Company's net cash used in operating activities during the year ended December 31, 2014 was $3.4 million. The Company has managed its liquidity through sales of the Portamedic, Heritage Labs and Hooper Holmes Services business units, the sale of the Basking Ridge, New Jersey property, a series of cost reduction and accounts receivable collection initiatives and availability under the 2013 Loan and Security Agreement. | |
The Company has historically used availability under the 2013 Loan and Security Agreement to fund operations. The Company did not borrow under the 2013 Loan and Security Agreement during the year ended December 31, 2014. The Company used the proceeds from the sale of Heritage Labs and Hooper Holmes Services as well as the proceeds from the sale of the Basking Ridge real estate to fund capital expenditures and operating expenses associated with the increased screening volume experienced in the second half of the year. The Company experiences a timing difference between the operating expense and cash collection of the associated revenue as Health and Wellness customers generally have longer payment terms. | |
Transition Initiatives | |
During the year ended December 31, 2014, the Company incurred $1.9 million 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 year-to-date loss from continuing operations during 2014. The Company relocated its headquarters to Olathe, Kansas during the first quarter of 2014, where its Health and Wellness operations facilities are located. Costs incurred during 2014 relate to expenses associated with maintaining the Basking Ridge, New Jersey real estate through the date of sale and the transition of information technology infrastructure. | |
Under the Alliance Agreement with CRL (refer to Note 1), the Company completed the sale of certain assets of Heritage Labs and Hooper Holmes Services as of August 31, 2014 with a purchase price, after inventory-related price adjustments, of $3.5 million. | |
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 $3.0 million. The sale closed on August 7, 2014 resulting in cash proceeds to the Company of $2.5 million, which is net of customary closing costs and broker fees (refer to Note 1). | |
2013 Loan and Security Agreement | |
The Company maintains the 2013 Loan and Security Agreement with ACF FinCo I LP ("ACF"), the assignee of Keltic Financial Partners II, LP ("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 certain receivables deemed ineligible by the lender. As of December 31, 2014, the lender applied a discretionary reserve of $0.5 million. Available borrowing capacity, net of this discretionary reserve was $2.6 million based on Eligible Receivables as of December 31, 2014. As of December 31, 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 9) to modify the definition of 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). On March 27, 2015, the lender modified the covenants to waive the minimum EBITDA covenant for the twelve months ending March 31, 2015 and replaced it with minimum EBITDA covenants of negative $2.5 million for the six months ending June 30, 2015, negative $2.25 million for the nine months ended September 30, 2015 and negative $2.0 million for the twelve months ending December 31, 2015. The discretionary reserve applied by the lender was also increased to $2.0 million. | |
The Company continues to have limitations on the maximum amount of capital expenditures for each fiscal year. The Company is in compliance with the covenants under the 2013 Loan and Security Agreement as of December 31, 2014. Given the seasonal nature of the Company's operations, management expects to use the revolver at certain points in the year and believes the Company has sufficient borrowing capacity to do so. The Company also believes it will meet its covenants during 2015. | |
Other Considerations | |
The Company's Health and Wellness business principally sells through wellness, disease management, benefit brokers and insurance companies (referred to as channel partners) who ultimately have the relationship with the end customer. The Company's current services are often 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 of its operations 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 if not achieved. | |
The Company has completed the sale of the Basking Ridge, New Jersey property and Portamedic, Heritage Labs and Hooper Holmes Services business units. The capital raised from these transactions provided the Company with additional capital to invest as it focuses on growth supporting Health and Wellness operations. | |
While the Company received an aggregate of $5.3 million in net proceeds during the year ended December 31, 2014 from the sale of the Basking Ridge, New Jersey property and sale of Heritage Labs and Hooper Holmes Services business units, the Company had cash outflows of $1.9 million during the year ended December 31, 2014 in connection with transition costs. | |
In 2014, the Company also invested $1.4 million in capital expenditures, primarily for information technology enhancements and to prepare for increased screening volumes. The remaining change in cash for the year ended December 31, 2014 is due to the remaining higher fixed cost structure as discussed below and fulfillment and execution of screening events in advance of cash receipts from the Company's customers. To conduct successful screenings the Company must expend cash to deliver equipment and supplies required for the screenings as well as pay its health professionals and site management, which is in advance of the customer invoicing process and ultimate cash receipts for services performed. | |
The Company continues to focus its attention on the long-term strategy and believe it has the necessary assets to make the most of its immediate opportunities while positioning the Company for long-term growth. In connection with the Alliance Agreement with CRL, he Company has transitioned out of the life insurance industry to focus on the Health and Wellness business. As a part of the transition, the Company reduced corporate fixed cost structure by evaluating head count, professional fees and other expenses. | |
Based on the Company's anticipated level of future revenues and gross profits, continued cost reduction initiatives 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 December 31, 2014. |
Impairment_of_Longlived_Assets
Impairment of Long-lived Assets | 12 Months Ended |
Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [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 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 year ended December 31, 2014. | |
During the years ended December 31, 2013 and 2012, the Company recorded impairment charges in continuing operations of $0.2 million and $0.04 million, which are included in impairment in the accompanying consolidated statement of operations. The charges relate to the write-off of software which was no longer expected to be utilized. | |
The Company recorded an impairment charge of long-lived assets related to discontinued operations in the consolidated statements of operations of $0.04 million, $0.1 million and $5.1 million for the years ended December 31, 2014, 2013 and 2012, respectively. These impairment charges are included in (loss) income from discontinued operations in the consolidated statements of operations. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Share-based Compensation [Abstract] | |||||||||||
Share-Based Compensation | Share-Based Compensation | ||||||||||
Employee Stock-Based Compensation Plan — 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. During the three years ended December 31, 2014, options for the purchase of 359,700, 325,000 and 900,000 shares were granted under the 2008 Plan. During the year ended December 31, 2014, no shares of restricted stock were granted. During the year ended December 31, 2013, 205,532 shares of restricted stock were granted, which vest immediately but cannot be sold for one year from date of grant, to the Company's Chief Executive Officer as settlement for a discretionary bonus of $0.1 million. As of December 31, 2014, approximately 3,493,200 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. During the year ended December 31, 2014, the Company granted a total of 400,000 stock awards to non-employee members of the Board of Directors that immediately vested. During the three years ended December 31, 2014, 2013 and 2012, options for the purchase of 300,000, 2,000,000 and 1,225,000 shares, respectively, were granted under the 2011 Plan. As of December 31, 2014, the Company is authorized to grant share-based awards of approximately 1,217,000 shares under the 2011 Plan. | |||||||||||
Options under the 2008 and 2011 Plans 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 100,000 shares of the Company's stock granted to certain executives of the Company in December 2010 vested 50% on each of the first and second anniversaries of the grant. Options to purchase an aggregate of 1,066,600 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 anniversaries of the grant. All other options granted by the Company vest 25% on each of the second through fifth anniversaries of the grant. | |||||||||||
The fair value of each stock option granted during the year was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: | |||||||||||
2014 | 2013 | 2012 | |||||||||
Expected life (years) | 5.3 | 5.4 | 5.5 | ||||||||
Expected volatility | 82.9 | % | 89.6 | % | 92.4 | % | |||||
Expected dividend yield | — | — | — | ||||||||
Risk-free interest rate | 1.8 | % | 1.5 | % | 0.7 | % | |||||
Weighted average fair value of options granted during the year | $0.39 | $0.34 | $0.47 | ||||||||
The expected life of options granted is derived from the Company’s historical experience and represents the period of time that options granted are expected to be outstanding. Expected volatility is based on the Company’s historical volatility. The risk-free interest rate for periods within the contractual life of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. | |||||||||||
The following table summarizes stock option activity for the year ended December 31, 2014: | |||||||||||
Weighted | |||||||||||
Weighted Average | Average Remaining | Aggregate Intrinsic | |||||||||
Number of Shares | Exercise Price Per Share | Contractual Life (years) | Value (in thousands) | ||||||||
Outstanding at December 31, 2013 | 4,150,550 | $0.75 | |||||||||
Granted | 659,700 | $0.58 | |||||||||
Exercised | (57,300 | ) | 0.52 | ||||||||
Expired | (615,300 | ) | $1.19 | ||||||||
Forfeited | (485,450 | ) | $0.53 | ||||||||
Outstanding at December 31, 2014 | 3,652,200 | $0.67 | 7.8 | $117 | |||||||
Exercisable at December 31, 2014 | 2,005,350 | $0.80 | 7.1 | $58 | |||||||
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 2014 (December 31, 2014) and the exercise price, multiplied by the number of in-the-money stock options for each category. | |||||||||||
For the year ended December 31, 2014, 57,300 stock options valued with a weighted average exercise price of $0.52 were exercised under the 2008 Plan. No stock options were exercised during the year end December 31, 2014 under the 2011 Plan. For the year ended December 31, 2013, 173,050 and 9,880 stock options valued with a weighted average exercise price of $0.38 and $0.65, respectively, were exercised under the 2008 Plan and 2011 Plan, respectively. No stock options were exercised during the year ended December 31, 2012. | |||||||||||
Options for the purchase of 770,600, 1,498,850 and 1,176,150 shares of common stock vested during the years ended December 31, 2014, 2013 and 2012, respectively, and the aggregate fair value at grant date of these options was $0.3 million, $0.7 million and $0.7 million, respectively. As of December 31, 2014, there was approximately $0.4 million of unrecognized compensation cost related to stock options which is expected to be recognized over a weighted average period of 1.8 years. | |||||||||||
The Company’s initial accruals for share-based compensation expense are based on the estimated number of instruments for which the requisite service is expected to be rendered. Therefore, the Company is required to incorporate the probability of pre-vesting forfeitures in determining the number of options and restricted stock that are estimated to vest. The forfeiture rate is based on historical forfeiture experience. The Company monitors employee termination patterns to estimate forfeiture rates. | |||||||||||
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 February 2012 offering period concluded in March 2013 and, in accordance with the 2004 Plan's automatic termination provision, no shares were issued. The February 2011 offering period concluded in March 2012 and in accordance with the 2004 Plan's automatic termination provision, no shares were 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 provides 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. There were no shares awarded under the 2007 Plan for the year ended December 31, 2014. For the years ended December 31, 2013 and 2012, shares awarded under the 2007 Plan totaled 30,000 each year. The fair value of these stock awards was based on the grant date market value and totaled $0.02 million each year. | |||||||||||
The Company recorded $0.5 million, $0.6 million and $0.7 million of share-based compensation expense in selling, general and administrative expenses for each of the years ended December 31, 2014, 2013 and 2012, respectively, related to stock options, non-vested stock, restricted stock awards and the 2004 Plan. In connection with the resignation of former executive officers, the Company reclassified previously recorded share-based compensation expense totaling $0.2 million during the year ended December 31, 2013. The reclassifications were recorded in restructuring charges (See Note 6). There were no reclassifications during 2014 or 2012. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||
Discontinued Operations | Discontinued Operations | |||||||||
Sale of Assets - Heritage Labs and Hooper Holmes Services | ||||||||||
On August 31, 2014, the Company completed the sale of certain assets comprising the Company’s Heritage Labs and Hooper Holmes Services business units (the "Business") to CRL pursuant to the terms of the Alliance Agreement. The purchase price, after inventory-related price adjustments, was $3.5 million, of which $0.25 million was deposited into an escrow account in accordance with the Alliance Agreement. The Alliance Agreement provided that certain lab assets were sold to CRL at a separate closing on October 31, 2014, at which time the remaining purchase price held in escrow was released to the Company. | ||||||||||
The net book value of assets sold was approximately $1.0 million, consisting primarily of inventory of $0.3 million and certain property, plant and equipment of $0.7 million. After incurring $0.8 million in transaction costs associated with the sale to CRL, the Company recorded a gain on sale of $1.7 million during the year ended December 31, 2014, which is recorded as a component of discontinued operations. The assets sold to CRL are recorded in assets held for sale in the consolidated balance sheet as of December 31, 2013 and included inventory of $0.8 million and property, plant and equipment of $0.8 million. | ||||||||||
The Company has retained certain aspects of its sample kit assembly operations (relating to the Health and Wellness segment) as well as certain other third party kit assembly 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 provided the Company with additional capital to invest in the growing Health and Wellness operation. | ||||||||||
The assets sold to CRL qualified as assets held for sale in April 2014. 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 Company also entered into the Limited Laboratory and Administrative Services Agreement (the "LLASA"), as amended, with CRL pursuant to which, among other things, CRL is the Company’s exclusive provider, subject to certain exceptions, of laboratory testing and reporting services and provides administrative services in support of the Company’s Health and Wellness operations. The Company is a member of CRL’s preferred provider network for wellness programs during the term of the LLASA. The LLASA was effective as of August 31, 2014 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. | ||||||||||
Sale of Portamedic | ||||||||||
The Company decided to sell its under-performing Portamedic service line and shift its focus towards the growth of its remaining health care segments. 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 (the "Purchase Price") was approximately $8.1 million in cash, adjusted from $8.4 million at announcement due to changes in working capital. Approximately $2.0 million of the Purchase Price was held back (the "Holdback Amount") by Piston as security for the obligations under the Asset Purchase Agreement and certain other agreements between the Company and Piston. During the year ended December 31, 2013, the Company received $6.1 million of cash proceeds and incurred $1.0 million of financial advisory, legal and accounting fees in connection with the sale. | ||||||||||
The Holdback Amount includes two components. The first holdback was $1.0 million, subject to adjustments, and was released in the first quarter of 2014 when final closing adjustments for inventory and other current assets were determined and paid (the "Closeout Date"). During the year ended December 31, 2014, the Company received $0.7 million as payment for the first Holdback Amount, after the closing adjustments. As a result, the amount remaining related to the first Holdback Amount was written off during the year ended December 31, 2014 as a charge to gain on sale of subsidiary in the consolidated statement of operations. | ||||||||||
On January 28, 2015, the Company entered into a Settlement Agreement and Release, by and among the Company, Farmers New World Life Insurance Company and Portamedic, Inc., relating to a claim made by Farmers against each of Portamedic and the Company challenging the validity of charges for services billed to Farmers by certain examiners engaged by Portamedic and the Company dating back to 2010. Under the terms of the Asset Purchase Agreement, the Company agreed to indemnify Piston in connection with the subject matter of the claim. The Company agreed to deduct a total of $400,000 from the second Holdback Amount in exchange for a full release of obligation in connection with the matter and has reduced the remaining Holdback Amounts for the settlement of this claim. In addition, the Company has reduced the receivable related to the remaining Holdback Amounts to the amount it believes will be collected. There cannot be any assurance that any remaining Holdback Amounts will be collected by the Company, including the possibility that no further amounts may be collected. The Company anticipates finalization on the second Holdback Amount in the first half of 2015. | ||||||||||
Prior to the fourth quarter of 2013, the Company has not historically tracked accounts receivable, accounts payable and other balance sheet accounts by segment. Following the sale of the Portamedic service line on September 30, 2013, the Company reassessed its segment reporting. Beginning in the fourth quarter of 2013, the Company began reporting financial results in three segments: Health and Wellness (health risk assessments including biometirc screenings), Heritage Labs (laboratory testing) and Hooper Holmes Services (health information services). Following the sale of Heritage Labs and Hooper Holmes Services in the third quarter of 2014, the Company reverted to one reporting segment, Health and Wellness. The continuing operations and the Portamedic, Heritage Labs and Hooper Holmes Services discontinued segments 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 for the years ended December 31, 2013 and 2012 as well as certain statement of operations information for the Portamedic segment for the years ended December 31, 2013 and 2012. | ||||||||||
The operating results of Portamedic, which are reported as a component of discontinued operations in the consolidated statements of operations, include revenue of $66.5 million and $100.4 million for the years ended December 31, 2013 and 2012, respectively. Income taxes relating to the operations of Portamedic were less than $0.1 million for the years ended December 31, 2013 and 2012. 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 years ended December 31, 2014, 2013 and 2012, 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. | ||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||
Revenues | ||||||||||
Heritage Labs | $ | 4,393 | $ | 10,367 | $ | 12,367 | ||||
Hooper Holmes Services | $ | 7,289 | $ | 14,622 | $ | 16,474 | ||||
Total revenue | $ | 11,682 | $ | 24,989 | $ | 28,841 | ||||
Cost of Sales | ||||||||||
Heritage Labs | $ | 3,576 | $ | 7,221 | $ | 8,130 | ||||
Hooper Holmes Services | $ | 6,254 | $ | 12,629 | $ | 14,349 | ||||
Total cost of sales | $ | 9,830 | $ | 19,850 | $ | 22,479 | ||||
Selling, General & Administrative Expenses | ||||||||||
Heritage Labs | $ | 379 | $ | 604 | $ | 1,147 | ||||
Hooper Holmes Services | $ | 1,625 | $ | 2,110 | $ | 2,518 | ||||
Tail coverage insurance expense | $ | 1,390 | $ | — | $ | — | ||||
Total selling, general & administrative expenses | $ | 3,394 | $ | 2,714 | $ | 3,665 | ||||
(Loss) income from Discontinued Operations | ||||||||||
Heritage Labs | $ | 438 | $ | 2,542 | $ | 3,090 | ||||
Hooper Holmes Services | $ | (590 | ) | $ | (117 | ) | $ | (393 | ) | |
Tail coverage insurance expense | $ | (1,390 | ) | $ | — | $ | — | |||
Total (loss) income from discontinued operations | $ | (1,542 | ) | $ | 2,425 | $ | 2,697 | |||
Reconciliation to statement of operations: | ||||||||||
Portamedic discontinued operations and other (see below) | $ | (1,759 | ) | $ | (4,450 | ) | $ | (10,586 | ) | |
Gain on sale of subsidiaries, net of adjustments | $ | 739 | $ | 3,430 | $ | 65 | ||||
(Loss) income from discontinued operations | $ | (2,562 | ) | $ | 1,405 | $ | (7,824 | ) | ||
Operating cash flow from discontinued operations for the Heritage Labs and Hooper Holmes Services segments for the year ended December 31, 2014 was approximately $1.3 million. Changes in working capital for the Heritage Labs and Hooper Holmes Services segments for the year ended December 31, 2014 was approximately $1.2 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 $1.0 million for the remaining operating lease payments associated with the discontinued Hooper Holmes Services operations (refer to Note 10). Other than the sale of the discontinued Heritage Labs and Hooper Holmes Services operations to CRL, there were no significant investing or financing activities from discontinued operations for the year ended December 31, 2014. The determination of operating cash flow from discontinued operations for the year ended December 31, 2014 includes a degree of management judgment and estimates. The Company has not allocated any general corporate overhead to discontinued operations. | ||||||||||
Included in discontinued operations for the year ended December 31, 2014 is expense of $1.4 million related to retroactive tail coverage insurance policies for the discontinued operations of Portamedic, Heritage Labs and Hooper Holmes Services. The tail coverage represents retroactive insurance policies for claims associated with these businesses incurred prior to the sale of the discontinued operations and were purchased by the Company during the year ended December 31, 2014. The Company made payments of $0.6 million during the year ended December 31, 2014 for the tail coverage insurance policies and has $0.8 million in the consolidated balance sheet as of December 31, 2014 for the remaining payments scheduled for 2015. | ||||||||||
The Company also leases a facility used for the discontinued Hooper Holmes Services operations center through 2018. During the year ended December 31, 2014, the Company recorded charges of $1.0 million representing the fair value of the remaining contractual obligations under the lease reduced by an estimate of sublease income. | ||||||||||
In connection with the 2008 sale of the Claims Evaluation Division ("CED"), the Company was released as the primary obligor for certain lease obligations acquired but remains secondarily liable in the event the buyer defaults through the lease term which expires in July 2015. During the years ended December 31, 2014, 2013 and 2012, the Company reduced liabilities related to CED by $0.06 million, $0.08 million and $0.07 million, respectively. The corresponding gains are reported in the consolidated statement of operations in discontinued operations for the years ended December 31, 2014, 2013 and 2012. The Company has no remaining obligation recorded in the consolidated balance sheet related to the leases as of December 31, 2014. |
Restructuring_Charges
Restructuring Charges | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Restructuring Charges [Abstract] | ||||||||||||||||
Restructuring Charges | Restructuring Charges | |||||||||||||||
At December 31, 2014, there was a total of $1.1 million related to restructuring charges for 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 year ended December 31, 2014: | ||||||||||||||||
As of | As of | |||||||||||||||
(In thousands) | 31-Dec-13 | Charges | Payments | 31-Dec-14 | ||||||||||||
Severance | $ | 531 | $ | 202 | $ | (733 | ) | $ | — | |||||||
Branch closure obligation | 415 | 1,097 | (438 | ) | 1,074 | |||||||||||
Total | $ | 946 | $ | 1,299 | $ | (1,171 | ) | $ | 1,074 | |||||||
Restructuring Charges | ||||||||||||||||
During the year ended December 31, 2014, the Company recorded restructuring charges of $1.3 million, of which $0.1 million was recorded in continuing operations and $1.2 million was recorded in discontinued operations. The Company recorded severance charges of $0.1 million in continuing operations during the year ended December 31, 2014 for employee severance associated with the relocation of the corporate headquarters. The Company recorded a charge to discontinued operations of $1.0 million for the remaining operating lease payments associated with the Hooper Holmes Services operations. In addition, branch closure costs of $0.1 million related to the discontinued Portamedic operations as well as employee severance of $0.1 million were recorded to discontinued operations during the year ended December 31, 2014. As of December 31, 2014, there was $0.5 million recorded in accrued expenses and $0.6 million recorded in other long-term liabilities, related to branch closure obligations. The total branch closure obligation as of December 31, 2014 was $1.1 million, of which $1.0 million relates to Hooper Holmes Services and $0.1 million relates to Portamedic. | ||||||||||||||||
During the year ended December 31, 2013, the Company recorded restructuring charges of $1.9 million, of which $0.8 million was recorded in continuing operations and $1.1 million was recorded in discontinued operations. Restructuring charges in continuing operations consist of severance related to the resignation of former executives and other employee severance. Restructuring changes in discontinued operations include lease closure costs as well as severance. | ||||||||||||||||
During the year ended December 31, 2012, the Company recorded restructuring charges of $2.7 million, of which $0.6 million was recorded in continuing operations and $2.1 million was recorded in discontinued operations. Restructuring charges in continuing operations consist of employee severance. Restructuring charges in discontinued operations consist of $1.2 million related to branch closure costs and $0.9 million for severance. The restructuring charges in 2012 related to the deployment of a new service delivery model for the discontinued Portamedic operations. |
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Property, Plant and Equipment | Property, Plant and Equipment | ||||||||||
Property, plant and equipment, at cost, consists of the following: | |||||||||||
Estimated | |||||||||||
December 31, | Useful Life | ||||||||||
2014 | 2013 | In Years | |||||||||
Building and leasehold improvements | $ | 1,386 | $ | 1,864 | 3 – 45 | ||||||
Furniture, fixtures and equipment | 3,586 | 6,830 | 2 – 10 | ||||||||
Software | 2,443 | 3,424 | 1 – 7 | ||||||||
7,415 | 12,118 | ||||||||||
Less accumulated depreciation and amortization | 4,361 | 9,165 | |||||||||
Total | $ | 3,054 | $ | 2,953 | |||||||
As of December 31, 2013, the Basking Ridge, NJ real estate was classified as assets held for sale. The Board authorized the sale of the real estate during the fourth quarter of 2013, and the Company received approval from Keltic Financial to sell the property. As a result, the land and building owned in Basking Ridge, NJ of $0.7 million are recorded as assets held for sale at December 31, 2013. During 2014 the Company reclassified $1.6 million to assets held for sale for the value of the assets sold to CRL as of December 31, 2013, which included inventory of $0.8 million and property, plant and equipment of $0.8 million. |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accrued Expenses | Accrued Expenses | ||||||||
Accrued expenses consisted of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued wages | $ | 371 | $ | 332 | |||||
Reserve for unclaimed property | 984 | 910 | |||||||
Restructure reserves | 502 | 870 | |||||||
Tail coverage insurance | 810 | — | |||||||
Other accrued expenses | 1,416 | 1,924 | |||||||
$ | 4,083 | $ | 4,036 | ||||||
Loan_and_Security_Agreements
Loan and Security Agreements | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Loan and Security Agreements | Loan and Security Agreements |
The Company maintains the 2013 Loan and Security Agreement, as amended, with ACF, the assignee of Keltic Financial (as amended, the "2013 Loan and Security Agreement"). 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. Eligible Receivables do not include certain receivables deemed ineligible by the lender. As of December 31, 2014, the lender applied a discretionary reserve of $0.5 million. Available borrowing capacity, net of this discretionary reserve was $2.6 million based on Eligible Receivables as of December 31, 2014. As of December 31, 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"). 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 Borrowing Base (as defined in the 2013 Loan and Security Agreement) was 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 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). On March 27, 2015, the lender modified the covenants to waive the minimum EBITDA covenant for the twelve months ending March 31, 2015 and replaced it with minimum EBITDA covenants of negative $2.5 million for the six months ending June 30, 2015, negative $2.25 million for the nine months ended September 30, 2015 and negative $2.0 million for the twelve months ending December 31, 2015. The discretionary reserve applied by the lender was also increased to $2.0 million. | |
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 December 31, 2014. In connection with the 2013 Loan and Security Agreement, the Company incurred a commitment fee of $0.1 million and other debt issue costs totaling $0.9 million during the year ended December 31, 2013. The Company is also obligated to pay, on a monthly basis in arrears, an annual facility fee equal to 1.5% of the revolving credit limit of $10 million. During the years ended December 31, 2014 and 2013, in connection with the 2013 Loan and Security Agreement, the Company incurred $0.2 million and $0.1 million, respectively, in facility fees. As of December 31, 2014, the remaining balance in deferred financing costs recorded on the consolidated balance sheet was $0.4 million. | |
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 ability to prepay the entire outstanding balance of the revolving credit loans. The Company would pay an early termination fee equal to 2% if the termination occurs prior to February 28, 2016. | |
As security for payment and other obligations under the 2013 Loan and Security Agreement, ACF holds a security interest in all of the Company's 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). The Company continues to have limitations on the maximum amount of capital expenditures for each fiscal year. The Company is in compliance with the covenants under the 2013 Loan and Security Agreement as of December 31, 2014. Given the seasonal nature of the Company's operations, management expects to use the revolver at certain points in the year and believes the Company has sufficient borrowing capacity to do so. The Company also believes it will meet its covenants during 2015. | |
ACF consented to the sale of the Basking Ridge, New Jersey real estate and the sale of Heritage Labs and Hooper Holmes Services business units to CRL during 2014, the change in CEO and CFO that occurred during 2013 as well as the sale of Portamedic. There were no waiver or amendment fees paid or associated with these consents. | |
The failure of the Company or any subsidiary guarantor to comply with any of the covenants or the breach of any of its or their representations and warranties, contained in the 2013 Loan and Security Agreement, constitutes an event of default under the agreement. In addition, the 2013 Loan and Security Agreement provides that "Events of Default" include the occurrence or failure of any event or condition that, in ACF's sole judgment, could have a material adverse effect (i) on the business, operations, assets, management, liabilities or condition of the Company, (ii) in the value, collectability or salability of the collateral, or (iii) on the ability of the Company and its subsidiary guarantors to perform under the 2013 Loan and Security Agreement. | |
2009 Loan and Security Agreement | |
Prior to February 28, 2013, the Company maintained a loan and security agreement (the “2009 Loan and Security Agreement”) with TD Bank, N.A. (“TD Bank”), which was scheduled to expire on March 8, 2013. On February 28, 2013, in conjunction with entering into a new three year 2013 Loan and Security Agreement with ACF, the Company terminated the 2009 Loan and Security Agreement with TD Bank. During the year ended December 31, 2012, in connection with the TD Bank 2009 Loan and Security Agreement, the Company incurred unused line fees of $0.1 million. In addition, the Company was required to pay annual loan fees of $0.1 million for 2012. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 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 is obligated under a lease related to the discontinued Hooper Holmes Services operations center through 2018 and has ceased use of this facility. The Company is still the primary lessee under operating leases for 6 Portamedic branch offices, which are subleased by the acquirer of the former Portamedic business. The acquirer pays 100% of the rent and other executory costs for these 6 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 7 operating leases related to former Portamedic offices not utilized for continuing operations and as such related costs are recorded in the reporting for discontinued operations. | |||||
The Company had recorded a branch closure obligation of $1.1 million and $0.3 million as of December 31, 2014 and 2013, respectively related to all of the above mentioned leases. | |||||
The table below presents future minimum lease payments for operating leases (with initial or remaining terms in excess of one year) as of December 31, 2014 and includes leases from both continuing and discontinued operations, as described above. | |||||
Year ending December 31, | Operating | ||||
Leases | |||||
2015 | $ | 1,651 | |||
2016 | 1,444 | ||||
2017 | 1,383 | ||||
2018 | 1,109 | ||||
2019 | — | ||||
Thereafter | — | ||||
Total minimum lease payments | $ | 5,587 | |||
Estimated sublease payments (not included in minimum lease payments) | $ | (1,292 | ) | ||
$ | 4,295 | ||||
Rental expense under operating leases of continuing operations totaled $0.8 million, $0.8 million and $0.8 million in 2014, 2013 and 2012, respectively. | |||||
The Company has employment agreements with certain executive employees 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. |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 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 complaint seeks an award of an unspecified amount of allegedly unpaid overtime wages to certain examiners. The Company filed an answer denying the substantive allegations therein. As of the date of this filing, the Magistrate Judge is considering the Company’s Motion to Reconsider an earlier Report and Recommendation conditionally certifying the class of all contract examiners from August 16, 2010 to the present. 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 estimable or probable. | |
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 sought 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 recorded an immaterial charge during the year ended December 31, 2014 for the settlement amount as a component of 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 | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | Income Taxes | ||||||||||||
The components of the income tax provision are as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal - current | $ | — | $ | — | $ | — | |||||||
State and local - current | 23 | 19 | 23 | ||||||||||
$ | 23 | $ | 19 | $ | 23 | ||||||||
The following reconciles the “statutory” federal income tax rate to the effective income tax rate: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Computed "expected" income tax benefit | (35 | )% | (35 | )% | (35 | )% | |||||||
Reduction (increase) in income tax benefit and increase (reduction) in income tax expense resulting from: | |||||||||||||
State tax, net of federal benefit | — | — | — | ||||||||||
Change in federal valuation allowance | 35 | 35 | 35 | ||||||||||
Other | — | — | — | ||||||||||
Effective income tax rate | — | % | — | % | — | % | |||||||
The tax effects of temporary differences that give rise to the deferred tax assets and liabilities at December 31, 2014 and 2013 are as follows: | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Receivable allowance | $ | 34 | $ | 59 | |||||||||
Goodwill | 347 | 4,238 | |||||||||||
Restructuring accrual | 45 | 370 | |||||||||||
Intangible assets | 219 | 845 | |||||||||||
Compensation expense | 690 | 1,518 | |||||||||||
Federal net operating loss carryforward | 55,865 | 48,990 | |||||||||||
State net operating loss carryforward | 6,502 | 5,756 | |||||||||||
Accrued expenses | 17 | 25 | |||||||||||
Deferred rent | 102 | 131 | |||||||||||
Other | 18 | 167 | |||||||||||
Gross deferred tax assets | $ | 63,839 | $ | 62,099 | |||||||||
Valuation allowance | (63,817 | ) | (61,500 | ) | |||||||||
$ | 22 | $ | 599 | ||||||||||
Deferred tax liabilities: | |||||||||||||
Impairment and accumulated depreciation | (22 | ) | (599 | ) | |||||||||
Gross deferred tax liabilities | (22 | ) | (599 | ) | |||||||||
Net deferred tax assets | $ | — | $ | — | |||||||||
The Company has significant deferred tax assets attributable to tax deductible intangibles and federal and state net operating loss carryforwards, which may reduce taxable income in future periods. Based on the cumulative tax and operating losses, the lack of taxes in the carryback period, and the uncertainty surrounding the extent or timing of future taxable income, the Company believes it is not more likely than not that it will realize the tax benefits of its deferred tax assets. Accordingly, the Company continues to record a full valuation allowance on its net deferred tax assets as of December 31, 2014 and 2013. | |||||||||||||
There was no federal tax expense recorded in the years ended December 31, 2014, 2013 and 2012. The income tax expense recorded for the years ended December 31, 2014, 2013 and 2012 reflects a state tax liability to one state. | |||||||||||||
The tax years 2011 through 2014 may be subject to federal examination and assessment. Tax years from 2006 through 2010 remain open solely for purposes of federal and certain state examination of net operating loss and credit carryforwards. State income tax returns may be subject to examination for tax years 2010 through 2014, depending on state tax statute of limitations. | |||||||||||||
As of December 31, 2014, the Company had U.S. federal and state net operating loss carryforwards of approximately $159.6 million and $143.9 million, respectively. The net operating loss carryforwards, if not utilized, will expire in the years 2015 through 2034. |
Capital_Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | Capital Stock |
The 2013 Loan and Security Agreement prohibits the Company from repurchasing or retiring shares of its common stock and paying dividends (see Note 9). The Company did not repurchase any shares of its common stock in 2014, 2013 and 2012. |
401k_Savings_and_Retirement_Pl
401(k) Savings and Retirement Plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
401(k) Savings and Retirement Plan | 401(k) Savings and Retirement Plan |
The Company’s 401(k) Savings and Retirement Plan (the “401(k) Plan”) is available to all employees with at least one year of employment service, who have worked at least 1,000 hours in a service year and who are at least 21 years of age. There were no Company contributions related to the 401(k) Plan during the years ended December 31, 2014, 2013 and 2012. The Company’s common stock is not an investment option to employees participating in the 401(k) Plan. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2014 | |
Segment Reporting [Abstract] | |
Segments | Segments |
The Company reassessed its segment reporting following the sale of the Portamedic service line on September 30, 2013 and again in connection with the sale of Heritage Labs and Hooper Holmes Services to align with the information that the Company's chief operating decision maker regularly reviewed subsequent to the sale of these reporting units. 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 sold 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. Subsequent to the closing of the Alliance Agreement with CRL on August 31, 2014, the Company has one segment, consisting of the Health and Wellness operations. | |
As of December 31, 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. |
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Quarterly Financial Data [Abstract] | |||||||||||||
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) | ||||||||||||
(dollars in thousands, except per share data) | |||||||||||||
2014 Quarters | |||||||||||||
First | Second | Third | Fourth | ||||||||||
Revenues | $ | 7,299 | $ | 6,679 | $ | 7,875 | $ | 6,671 | |||||
Gross profit | 1,656 | 2,150 | 1,854 | 1,127 | |||||||||
Loss from continuing operations | (2,851 | ) | (1,911 | ) | 77 | (1,229 | ) | ||||||
(Loss) income from discontinued operations | 166 | (902 | ) | (1,385 | ) | (440 | ) | ||||||
Net loss | (2,685 | ) | (2,813 | ) | (1,308 | ) | (1,669 | ) | |||||
Basic (loss) earnings per share (a) | |||||||||||||
Loss from continuing operations | $ | (0.04 | ) | $ | (0.03 | ) | $ | — | $ | (0.02 | ) | ||
(Loss) income from discontinued operations | — | (0.01 | ) | (0.02 | ) | (0.01 | ) | ||||||
Net loss | (0.04 | ) | (0.04 | ) | (0.02 | ) | (0.02 | ) | |||||
Diluted (loss) earnings per share (a) | |||||||||||||
Loss from continuing operations | $ | (0.04 | ) | $ | (0.03 | ) | $ | — | $ | (0.02 | ) | ||
(Loss) income from discontinued operations | — | (0.01 | ) | (0.02 | ) | (0.01 | ) | ||||||
Net loss | (0.04 | ) | (0.04 | ) | (0.02 | ) | (0.02 | ) | |||||
2013 Quarters | |||||||||||||
First | Second | Third | Fourth | ||||||||||
Revenues | $ | 5,383 | $ | 4,344 | $ | 5,227 | $ | 9,217 | |||||
Gross profit | 1,639 | 1,206 | 956 | 2,603 | |||||||||
Loss from continuing operations | (2,825 | ) | (3,765 | ) | (3,931 | ) | (2,159 | ) | |||||
Income (loss) from discontinued operations | 265 | (1,237 | ) | 2,217 | 160 | ||||||||
Net loss | (2,560 | ) | (5,002 | ) | (1,714 | ) | (1,999 | ) | |||||
Basic (loss) income per share (a) | |||||||||||||
Loss from continuing operations | $ | (0.04 | ) | $ | (0.05 | ) | $ | (0.06 | ) | $ | (0.03 | ) | |
(Loss) income from discontinued operations | — | (0.02 | ) | 0.03 | — | ||||||||
Net loss | (0.04 | ) | (0.07 | ) | (0.02 | ) | (0.03 | ) | |||||
Diluted (loss) income per share (a) | |||||||||||||
Loss from continuing operations | $ | (0.04 | ) | $ | (0.05 | ) | $ | (0.06 | ) | $ | (0.03 | ) | |
(Loss) income from discontinued operations | — | (0.02 | ) | 0.03 | — | ||||||||
Net loss | (0.04 | ) | (0.07 | ) | (0.02 | ) | (0.03 | ) | |||||
a) Due to rounding, the sum of the quarters may not equal the full year. |
Schedule_II_Valuation_and_Qual
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Schedule II - Valuation and Qualifying Accounts [Abstract] | |||||||||||||||||
Schedule of Valuation and Qualifying Accounts | Schedule II | ||||||||||||||||
Hooper Holmes, Inc | |||||||||||||||||
Valuation and Qualifying Accounts | |||||||||||||||||
For the Three Years Ended December 31, 2014 | |||||||||||||||||
(In thousands) | |||||||||||||||||
Description | Balance at Beginning of | Additions Charged to Revenues and Expenses (1) | Deductions (2) | Balance at | |||||||||||||
Period | End of | ||||||||||||||||
Period | |||||||||||||||||
Year ended December 31, 2014 | |||||||||||||||||
Reserves and allowances | |||||||||||||||||
Accounts receivable allowance | $ | 153 | $ | 85 | $ | (151 | ) | $ | 87 | ||||||||
Year ended December 31, 2013 | |||||||||||||||||
Reserves and allowances | |||||||||||||||||
Accounts receivable allowance | $ | 662 | $ | 1,576 | $ | (2,085 | ) | $ | 153 | ||||||||
Year ended December 31, 2012 | |||||||||||||||||
Reserves and allowances | |||||||||||||||||
Accounts receivable allowance | $ | 525 | $ | 2,359 | $ | (2,222 | ) | $ | 662 | ||||||||
-1 | Includes $0 million, $1.6 million and $2.2 million in 2014, 2013 and 2012, respectively, charged as a reduction to revenues. | ||||||||||||||||
-2 | Represents accounts receivable write-offs, net of recoveries and reserve reductions credited to revenue. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Accounting Policies [Abstract] | ||||||||||
Principles of Consolidation | Principles of Consolidation | |||||||||
The consolidated financial statements include the accounts of Hooper Holmes, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | ||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||
The Company considers highly liquid investments with original maturities at the date of purchase of less than 90 days to be cash equivalents. | ||||||||||
Accounts Receivable | Accounts Receivable | |||||||||
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Allowances for uncollectible accounts are estimated based on the Company's periodic review of accounts receivable historical losses and current receivables aging. Account balances are charged off to the allowance after all means of collections have been exhausted and potential for recovery is considered remote. Customer billing adjustments are recorded against revenue whereas adjustments for bad debts are recorded within selling, general and administrative expenses. | ||||||||||
Inventories | Inventories | |||||||||
Inventories, which consist of finished goods and component inventory, are stated at the lower of average cost or market. | ||||||||||
Property, Plant and Equipment | Property, Plant and Equipment | |||||||||
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the assets’ estimated useful lives. Leasehold improvements are amortized over the shorter of the estimated useful life of the improvement or the remaining lease term. The cost of maintenance and repairs is charged to operations as incurred. | ||||||||||
Internal use software and website development costs are capitalized and included in property, plant and equipment in the consolidated balance sheet. These assets are depreciated over the estimated useful life of the asset using the straight-line method. Subsequent modifications or upgrades to internal use software are capitalized only to the extent that additional functionality is provided. | ||||||||||
Long-Lived Assets | Long-Lived Assets | |||||||||
Long-lived assets, including intangible assets with determinable useful lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets and is charged to earnings. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the costs to sell. Intangible assets with determinable useful lives were amortized on a straight line basis over their respective estimated useful lives and were fully amortized as of December 31, 2012. | ||||||||||
Deferred Rent | Deferred Rent | |||||||||
The Company accounts for scheduled rent increases contained in its leases on a straight-line basis over the term of the lease. | ||||||||||
Advertising | Advertising | |||||||||
Costs related to space in publications are expensed as incurred. | ||||||||||
Revenue Recognition | Revenue Recognition | |||||||||
Revenue is recognized for Health and Wellness services when the wellness screening is completed and the results are delivered to customers. Revenue for kit assembly is recorded upon shipment to the customers. In all cases, there must be evidence of an agreement with the customer, the sales price must be fixed or determinable, delivery of services must occur and the ability to collect must be reasonably assured. Sales tax collected from customers and remitted to governmental authorities is accounted for on a net basis and therefore is excluded from revenues in the consolidated statements of operations. | ||||||||||
Share-based Compensation | Share-Based Compensation | |||||||||
The Company recognizes share-based compensation cost on a straight-line basis over the vesting period, for awards expected to vest. Compensation cost is measured at the grant date based on the fair value of the award. | ||||||||||
The Company’s initial accruals for share-based compensation expense are based on the estimated number of instruments for which the requisite service is expected to be rendered. Therefore, the Company is required to incorporate the probability of pre-vesting forfeitures in determining the number of options and restricted stock that are estimated to vest. The forfeiture rate is based on historical forfeiture experience. The Company monitors employee termination patterns to estimate forfeiture rates. | ||||||||||
The fair value of each stock option granted during the year was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: | ||||||||||
2014 | 2013 | 2012 | ||||||||
Expected life (years) | 5.3 | 5.4 | 5.5 | |||||||
Expected volatility | 82.9 | % | 89.6 | % | 92.4 | % | ||||
Expected dividend yield | — | — | — | |||||||
Risk-free interest rate | 1.8 | % | 1.5 | % | 0.7 | % | ||||
Weighted average fair value of options granted during the year | $0.39 | $0.34 | $0.47 | |||||||
Income Taxes | Income Taxes | |||||||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. | ||||||||||
Income Tax Uncertainties | The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the tax authorities. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense. | |||||||||
(Loss) Earnings per Common Share | (Loss) Earnings per Common 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. | ||||||||||
Use of Estimates | Use of Estimates | |||||||||
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of receivable balances, property, plant and equipment, deferred tax assets, share based compensation expense and the assessment of contingencies, among others. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which the Company believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates will be reflected in the consolidated financial statements in future periods. | ||||||||||
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. | ||||||||||
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. |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Share-based Compensation [Abstract] | |||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each stock option granted during the year was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: | ||||||||||
2014 | 2013 | 2012 | |||||||||
Expected life (years) | 5.3 | 5.4 | 5.5 | ||||||||
Expected volatility | 82.9 | % | 89.6 | % | 92.4 | % | |||||
Expected dividend yield | — | — | — | ||||||||
Risk-free interest rate | 1.8 | % | 1.5 | % | 0.7 | % | |||||
Weighted average fair value of options granted during the year | $0.39 | $0.34 | $0.47 | ||||||||
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option activity for the year ended December 31, 2014: | ||||||||||
Weighted | |||||||||||
Weighted Average | Average Remaining | Aggregate Intrinsic | |||||||||
Number of Shares | Exercise Price Per Share | Contractual Life (years) | Value (in thousands) | ||||||||
Outstanding at December 31, 2013 | 4,150,550 | $0.75 | |||||||||
Granted | 659,700 | $0.58 | |||||||||
Exercised | (57,300 | ) | 0.52 | ||||||||
Expired | (615,300 | ) | $1.19 | ||||||||
Forfeited | (485,450 | ) | $0.53 | ||||||||
Outstanding at December 31, 2014 | 3,652,200 | $0.67 | 7.8 | $117 | |||||||
Exercisable at December 31, 2014 | 2,005,350 | $0.80 | 7.1 | $58 | |||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | 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 years ended December 31, 2014, 2013 and 2012, 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. | |||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||
Revenues | ||||||||||
Heritage Labs | $ | 4,393 | $ | 10,367 | $ | 12,367 | ||||
Hooper Holmes Services | $ | 7,289 | $ | 14,622 | $ | 16,474 | ||||
Total revenue | $ | 11,682 | $ | 24,989 | $ | 28,841 | ||||
Cost of Sales | ||||||||||
Heritage Labs | $ | 3,576 | $ | 7,221 | $ | 8,130 | ||||
Hooper Holmes Services | $ | 6,254 | $ | 12,629 | $ | 14,349 | ||||
Total cost of sales | $ | 9,830 | $ | 19,850 | $ | 22,479 | ||||
Selling, General & Administrative Expenses | ||||||||||
Heritage Labs | $ | 379 | $ | 604 | $ | 1,147 | ||||
Hooper Holmes Services | $ | 1,625 | $ | 2,110 | $ | 2,518 | ||||
Tail coverage insurance expense | $ | 1,390 | $ | — | $ | — | ||||
Total selling, general & administrative expenses | $ | 3,394 | $ | 2,714 | $ | 3,665 | ||||
(Loss) income from Discontinued Operations | ||||||||||
Heritage Labs | $ | 438 | $ | 2,542 | $ | 3,090 | ||||
Hooper Holmes Services | $ | (590 | ) | $ | (117 | ) | $ | (393 | ) | |
Tail coverage insurance expense | $ | (1,390 | ) | $ | — | $ | — | |||
Total (loss) income from discontinued operations | $ | (1,542 | ) | $ | 2,425 | $ | 2,697 | |||
Reconciliation to statement of operations: | ||||||||||
Portamedic discontinued operations and other (see below) | $ | (1,759 | ) | $ | (4,450 | ) | $ | (10,586 | ) | |
Gain on sale of subsidiaries, net of adjustments | $ | 739 | $ | 3,430 | $ | 65 | ||||
(Loss) income from discontinued operations | $ | (2,562 | ) | $ | 1,405 | $ | (7,824 | ) | ||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Restructuring Charges [Abstract] | ||||||||||||||||
Schedule of Restructuring and Related Costs | The following table provides a summary of the activity in the restructure accrual for the year ended December 31, 2014: | |||||||||||||||
As of | As of | |||||||||||||||
(In thousands) | 31-Dec-13 | Charges | Payments | 31-Dec-14 | ||||||||||||
Severance | $ | 531 | $ | 202 | $ | (733 | ) | $ | — | |||||||
Branch closure obligation | 415 | 1,097 | (438 | ) | 1,074 | |||||||||||
Total | $ | 946 | $ | 1,299 | $ | (1,171 | ) | $ | 1,074 | |||||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Property, Plant and Equipment | Property, plant and equipment, at cost, consists of the following: | ||||||||||
Estimated | |||||||||||
December 31, | Useful Life | ||||||||||
2014 | 2013 | In Years | |||||||||
Building and leasehold improvements | $ | 1,386 | $ | 1,864 | 3 – 45 | ||||||
Furniture, fixtures and equipment | 3,586 | 6,830 | 2 – 10 | ||||||||
Software | 2,443 | 3,424 | 1 – 7 | ||||||||
7,415 | 12,118 | ||||||||||
Less accumulated depreciation and amortization | 4,361 | 9,165 | |||||||||
Total | $ | 3,054 | $ | 2,953 | |||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accrued Expenses | Accrued expenses consisted of the following: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued wages | $ | 371 | $ | 332 | |||||
Reserve for unclaimed property | 984 | 910 | |||||||
Restructure reserves | 502 | 870 | |||||||
Tail coverage insurance | 810 | — | |||||||
Other accrued expenses | 1,416 | 1,924 | |||||||
$ | 4,083 | $ | 4,036 | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Payments for Operating and Capital Leases | The table below presents future minimum lease payments for operating leases (with initial or remaining terms in excess of one year) as of December 31, 2014 and includes leases from both continuing and discontinued operations, as described above. | ||||
Year ending December 31, | Operating | ||||
Leases | |||||
2015 | $ | 1,651 | |||
2016 | 1,444 | ||||
2017 | 1,383 | ||||
2018 | 1,109 | ||||
2019 | — | ||||
Thereafter | — | ||||
Total minimum lease payments | $ | 5,587 | |||
Estimated sublease payments (not included in minimum lease payments) | $ | (1,292 | ) | ||
$ | 4,295 | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Schedule of Components of Income Tax Expense | The components of the income tax provision are as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal - current | $ | — | $ | — | $ | — | |||||||
State and local - current | 23 | 19 | 23 | ||||||||||
$ | 23 | $ | 19 | $ | 23 | ||||||||
Schedule of Effective Income Tax Rate Reconciliation | The following reconciles the “statutory” federal income tax rate to the effective income tax rate: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Computed "expected" income tax benefit | (35 | )% | (35 | )% | (35 | )% | |||||||
Reduction (increase) in income tax benefit and increase (reduction) in income tax expense resulting from: | |||||||||||||
State tax, net of federal benefit | — | — | — | ||||||||||
Change in federal valuation allowance | 35 | 35 | 35 | ||||||||||
Other | — | — | — | ||||||||||
Effective income tax rate | — | % | — | % | — | % | |||||||
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to the deferred tax assets and liabilities at December 31, 2014 and 2013 are as follows: | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Receivable allowance | $ | 34 | $ | 59 | |||||||||
Goodwill | 347 | 4,238 | |||||||||||
Restructuring accrual | 45 | 370 | |||||||||||
Intangible assets | 219 | 845 | |||||||||||
Compensation expense | 690 | 1,518 | |||||||||||
Federal net operating loss carryforward | 55,865 | 48,990 | |||||||||||
State net operating loss carryforward | 6,502 | 5,756 | |||||||||||
Accrued expenses | 17 | 25 | |||||||||||
Deferred rent | 102 | 131 | |||||||||||
Other | 18 | 167 | |||||||||||
Gross deferred tax assets | $ | 63,839 | $ | 62,099 | |||||||||
Valuation allowance | (63,817 | ) | (61,500 | ) | |||||||||
$ | 22 | $ | 599 | ||||||||||
Deferred tax liabilities: | |||||||||||||
Impairment and accumulated depreciation | (22 | ) | (599 | ) | |||||||||
Gross deferred tax liabilities | (22 | ) | (599 | ) | |||||||||
Net deferred tax assets | $ | — | $ | — | |||||||||
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Quarterly Financial Data [Abstract] | |||||||||||||
Schedule of Quarterly Financial Information | Quarterly Financial Data (Unaudited) | ||||||||||||
(dollars in thousands, except per share data) | |||||||||||||
2014 Quarters | |||||||||||||
First | Second | Third | Fourth | ||||||||||
Revenues | $ | 7,299 | $ | 6,679 | $ | 7,875 | $ | 6,671 | |||||
Gross profit | 1,656 | 2,150 | 1,854 | 1,127 | |||||||||
Loss from continuing operations | (2,851 | ) | (1,911 | ) | 77 | (1,229 | ) | ||||||
(Loss) income from discontinued operations | 166 | (902 | ) | (1,385 | ) | (440 | ) | ||||||
Net loss | (2,685 | ) | (2,813 | ) | (1,308 | ) | (1,669 | ) | |||||
Basic (loss) earnings per share (a) | |||||||||||||
Loss from continuing operations | $ | (0.04 | ) | $ | (0.03 | ) | $ | — | $ | (0.02 | ) | ||
(Loss) income from discontinued operations | — | (0.01 | ) | (0.02 | ) | (0.01 | ) | ||||||
Net loss | (0.04 | ) | (0.04 | ) | (0.02 | ) | (0.02 | ) | |||||
Diluted (loss) earnings per share (a) | |||||||||||||
Loss from continuing operations | $ | (0.04 | ) | $ | (0.03 | ) | $ | — | $ | (0.02 | ) | ||
(Loss) income from discontinued operations | — | (0.01 | ) | (0.02 | ) | (0.01 | ) | ||||||
Net loss | (0.04 | ) | (0.04 | ) | (0.02 | ) | (0.02 | ) | |||||
2013 Quarters | |||||||||||||
First | Second | Third | Fourth | ||||||||||
Revenues | $ | 5,383 | $ | 4,344 | $ | 5,227 | $ | 9,217 | |||||
Gross profit | 1,639 | 1,206 | 956 | 2,603 | |||||||||
Loss from continuing operations | (2,825 | ) | (3,765 | ) | (3,931 | ) | (2,159 | ) | |||||
Income (loss) from discontinued operations | 265 | (1,237 | ) | 2,217 | 160 | ||||||||
Net loss | (2,560 | ) | (5,002 | ) | (1,714 | ) | (1,999 | ) | |||||
Basic (loss) income per share (a) | |||||||||||||
Loss from continuing operations | $ | (0.04 | ) | $ | (0.05 | ) | $ | (0.06 | ) | $ | (0.03 | ) | |
(Loss) income from discontinued operations | — | (0.02 | ) | 0.03 | — | ||||||||
Net loss | (0.04 | ) | (0.07 | ) | (0.02 | ) | (0.03 | ) | |||||
Diluted (loss) income per share (a) | |||||||||||||
Loss from continuing operations | $ | (0.04 | ) | $ | (0.05 | ) | $ | (0.06 | ) | $ | (0.03 | ) | |
(Loss) income from discontinued operations | — | (0.02 | ) | 0.03 | — | ||||||||
Net loss | (0.04 | ) | (0.07 | ) | (0.02 | ) | (0.03 | ) | |||||
a) Due to rounding, the sum of the quarters may not equal the full year. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies Sale of Assets (Details) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 07, 2014 | Aug. 31, 2014 | Jul. 18, 2014 | 13-May-14 | |
segment | segment | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Gain on sale of subsidiaries, net of adjustments | $739,000 | $3,430,000 | $65,000 | |||||
Number of reportable segments | 3 | 1 | ||||||
Proceeds from sale of real estate, net of closing costs and broker fees | 2,544,000 | 0 | 0 | |||||
Costs paid to sell business | 1,900,000 | |||||||
Gain on sale of real estate | 1,846,000 | 0 | 0 | |||||
Strategic Alliance Agreement Assets [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Consideration amount | 3,500,000 | |||||||
Escrow deposit | 250,000 | |||||||
Net book value of assets to be sold | 1,000,000 | |||||||
Gain on sale of subsidiaries, net of adjustments | 1,700,000 | |||||||
Costs paid to sell business | 800,000 | |||||||
Purchase and Sale Agreement Property [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Consideration amount | 3,000,000 | |||||||
Escrow deposit | 300,000 | |||||||
Cash proceeds | 2,500,000 | |||||||
Costs paid to sell business | 200,000 | |||||||
Gain on sale of real estate | $1,800,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies Inventories (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Accounting Policies [Abstract] | ||
Inventory, finished goods | $0.70 | $0.30 |
Inventory, components | $0.20 | $0.30 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies Long-Lived Assets (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2012 |
Accounting Policies [Abstract] | |
Amortization expense | $0.20 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies Deferred Rent (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Accounting Policies [Abstract] | ||
Deferred rent | $0.20 | $0.30 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies Advertising (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | |||
Advertising expense | $0.02 | $0.10 | $0.20 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies Concentration of Credit Risk (Details) (Customer Concentration Risk [Member]) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
customer | customer | customer | |
Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Number of major customers | 2 | 3 | |
Concentration risk, percentage (more than for 50%) | 39.00% | 42.00% | |
Revenue [Member] | Health & Wellness [Member] | |||
Concentration Risk [Line Items] | |||
Number of major customers | 3 | 3 | 2 |
Concentration risk, percentage (more than for 50%) | 50.00% | 50.00% | 50.00% |
Liquidity_Details
Liquidity (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 07, 2014 | Jul. 09, 2014 | Dec. 31, 2011 | Aug. 31, 2014 | 13-May-14 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||
Cash and cash equivalents | $5,201,000 | $3,970,000 | $5,201,000 | $3,970,000 | $8,319,000 | $16,917,000 | ||||||||||
Loss from continuing operations | 1,229,000 | -77,000 | 1,911,000 | 2,851,000 | 2,159,000 | 3,931,000 | 3,765,000 | 2,825,000 | 5,913,000 | 12,680,000 | 9,774,000 | |||||
Net cash used in operating activities | 3,430,000 | 7,029,000 | 4,177,000 | |||||||||||||
Costs paid to sell business | 1,900,000 | |||||||||||||||
Proceeds from sale of real estate, net of closing costs and broker fees | 2,544,000 | 0 | 0 | |||||||||||||
Minimum Percent of aggregate unbilled eligible receivables | 50.00% | |||||||||||||||
Net proceeds from sale of Basking Ridge, New Jersey property and sale of Heritage Labs and Hooper Holmes Services business units | 5,300,000 | |||||||||||||||
Capital expenditures | -1,409,000 | -1,550,000 | -4,103,000 | |||||||||||||
Strategic Alliance Agreement Assets [Member] | ||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||
Costs paid to sell business | 800,000 | |||||||||||||||
Consideration amount | 3,500,000 | |||||||||||||||
Purchase and Sale Agreement Property [Member] | ||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||
Costs paid to sell business | 200,000 | |||||||||||||||
Consideration amount | 3,000,000 | |||||||||||||||
Cash proceeds | 2,500,000 | |||||||||||||||
2013 Loan and Security Agreement [Member] | ||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [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% | ||||||||||||||
Remaining borrowing capacity under Loan and Security Agreement | 10,000,000 | 10,000,000 | ||||||||||||||
Reserve on eligible borrowings | 500,000 | 500,000 | ||||||||||||||
Net borrowings | 2,600,000 | |||||||||||||||
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 $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Impairment | $0 | $212,000 | $41,000 |
Impairment, discontinued operations | $40,000 | $100,000 | $5,100,000 |
ShareBased_Compensation_Plan_I
Share-Based Compensation Plan Information (Details) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted in the period | 659,700 | ||||
Black-Scholes Assumptions [Abstract] | |||||
Expected life (years) | 5 years 3 months | 5 years 4 months 24 days | 5 years 6 months | ||
Expected volatility | 82.90% | 89.60% | 92.40% | ||
Expected dividend yield | $0 | $0 | $0 | ||
Risk-free interest rate | 1.80% | 1.50% | 0.70% | ||
Weighted average fair value of options granted during the year | $0.39 | $0.34 | $0.47 | ||
2008 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized under the Plan | 5,000,000 | ||||
Options granted in the period | 359,700 | 325,000 | 900,000 | ||
Discretionary bonus | $0.10 | ||||
Remaining shares available for grant under the Plan | 3,493,200 | ||||
Contractual life of stock options and other awards under share-based compensation plans | 10 years | ||||
2011 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized under the Plan | 3,500,000 | ||||
Options granted in the period | 300,000 | 2,000,000 | 1,225,000 | ||
Granted | 400,000 | ||||
Remaining shares available for grant under the Plan | 1,217,000 | ||||
Contractual life of stock options and other awards under share-based compensation plans | 10 years | ||||
Restricted Stock [Member] | 2008 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | 0 | 205,532 | |||
December 2010 Stock Option Award [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted in the period | 100,000 | ||||
Option Vesting Schedule [Abstract] | |||||
Vesting percentage, year one | 50.00% | ||||
Vesting percentage, year two | 50.00% | ||||
July 2011 Stock Option Award [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | 1,066,600 | ||||
Option Vesting Schedule [Abstract] | |||||
Vesting percentage, year one | 33.00% | ||||
Vesting percentage, year two | 33.00% | ||||
Vesting percentage, year three | 34.00% | ||||
All Other Stock Option Awards [Member] | |||||
Option Vesting Schedule [Abstract] | |||||
Vesting percentage, year two | 25.00% | ||||
Vesting percentage, year three | 25.00% | ||||
Vesting percentage, year four | 25.00% | ||||
Vesting percentage, year five | 25.00% | ||||
Chief Executive Officer [Member] | 2011 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | 2,000,000 | ||||
Option Vesting Schedule [Abstract] | |||||
Vesting percentage, upon receipt | 25.00% | ||||
Vesting percentage, year one | 25.00% | ||||
Vesting percentage, year two | 25.00% | ||||
Vesting percentage, year three | 25.00% |
ShareBased_Compensation_Option
Share-Based Compensation Option Roll-Forward (Details) (USD $) | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 |
Number of Shares | |
Outstanding balance (options) at December 31, 2013 | 4,150,550 |
Granted (options) | 659,700 |
Exercised (options) | -57,300 |
Expired (options) | -615,300 |
Forfeited (options) | -485,450 |
Outstanding balance (options) at December 31, 2014 | 3,652,200 |
Number of options exercisable at December 31, 2013 | 2,005,350 |
Weighted Average Exercise Price (usd per share) | |
Outstanding balance (weighted average exercise price) at December 31, 2013 | $0.75 |
Granted (weighted average exercise price) | $0.58 |
Exercised (weighted average exercise price) | $0.52 |
Expired (weighted average exercise price) | $1.19 |
Forfeited (weighted average exercise price) | $0.53 |
Outstanding balance (weighted average exercise price) at December 31, 2014 | $0.67 |
Exercisable (weighted average exercise price) | $0.80 |
Weighted average remaining contractual life, options outstanding | 7 years 9 months 22 days |
Aggregate Intrinsic Value (in thousands), options outstanding | $117 |
Weighted average remaining contractual life, options exercisable | 7 years 22 days |
Aggregate intrinsic value (in thousands), options exercisable | $58 |
ShareBased_Compensation_Award_
Share-Based Compensation Award Activity (Details) (USD $) | 12 Months Ended | 3 Months Ended | 1 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2010 | Jun. 01, 2012 | Feb. 29, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options exercised in period | 57,300 | ||||||
Options exercised in period (weighted average exercise price) | $0.52 | ||||||
Options vested in period | 770,600 | 1,498,850 | 1,176,150 | ||||
Aggregate fair value of options vested in period | $0.30 | $0.70 | $0.70 | ||||
Unrecognized compensation cost related to stock options | 0.4 | ||||||
ESPP | |||||||
ESPP, number of shares authorized | 2,000,000 | ||||||
Shares issued during period, ESPP | 233,000 | ||||||
Aggregate fair value, ESPP | 0.03 | ||||||
Shares issued in accordance with plan termination provision | 36,154 | ||||||
Other stock awards | |||||||
Aggregate grant-date fair value, non-employee director stock plan | 0.02 | ||||||
Share-based compensation expense | 0.5 | 0.6 | 0.7 | ||||
Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average period for recognition of compensation cost | 1 year 9 months 4 days | ||||||
July 2011 Stock Option Award [Member] | |||||||
Other stock awards | |||||||
Number of shares awarded under the plan | 1,066,600 | ||||||
2008 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options exercised in period | 57,300 | 173,050 | 0 | ||||
Options exercised in period (weighted average exercise price) | $0.52 | $0.38 | |||||
Other stock awards | |||||||
Number of shares authorized under the Plan | 5,000,000 | ||||||
2011 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options exercised in period | 0 | 9,880 | 0 | ||||
Options exercised in period (weighted average exercise price) | $0.65 | ||||||
Other stock awards | |||||||
Number of shares authorized under the Plan | 3,500,000 | ||||||
Number of shares awarded under the plan | 400,000 | ||||||
Director stock plan [Member] | |||||||
Other stock awards | |||||||
Term over which grants will occur | 10 years | ||||||
Number of shares authorized under the Plan | 600,000 | ||||||
Number of shares awarded under the plan | 0 | 30,000 | 30,000 | ||||
Chief Executive Officer [Member] | 2011 Plan [Member] | |||||||
Other stock awards | |||||||
Number of shares awarded under the plan | 2,000,000 | ||||||
Former Executive Officers [Member] | |||||||
Other stock awards | |||||||
Share-based compensation expense | $0.20 |
Discontinued_Operations_Operat
Discontinued Operations Operation Assets of Heritage Labs and Hooper Holmes (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Revenues | $11,682 | $24,989 | $28,841 | ||||||||
Cost of Sales | 9,830 | 19,850 | 22,479 | ||||||||
Selling, General & Administrative Expenses | 3,394 | 2,714 | 3,665 | ||||||||
(Loss) income from discontinued operations | -1,542 | 2,425 | 2,697 | ||||||||
Gain on sale of subsidiaries, net of adjustments | 739 | 3,430 | 65 | ||||||||
(Loss) income from discontinued operations | -440 | -1,385 | -902 | 166 | 160 | 2,217 | -1,237 | 265 | -2,562 | 1,405 | -7,824 |
Heritage Labs [Member] | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Revenues | 4,393 | 10,367 | 12,367 | ||||||||
Cost of Sales | 3,576 | 7,221 | 8,130 | ||||||||
Selling, General & Administrative Expenses | 379 | 604 | 1,147 | ||||||||
(Loss) income from discontinued operations | 438 | 2,542 | 3,090 | ||||||||
Hooper Holmes Services [Member] | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Revenues | 7,289 | 14,622 | 16,474 | ||||||||
Cost of Sales | 6,254 | 12,629 | 14,349 | ||||||||
Selling, General & Administrative Expenses | 1,625 | 2,110 | 2,518 | ||||||||
(Loss) income from discontinued operations | -590 | -117 | -393 | ||||||||
Heritage Labs and Hooper Holmes Services, Tail Coverage Insurance Expense [Member] | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Selling, General & Administrative Expenses | 1,390 | 0 | 0 | ||||||||
(Loss) income from discontinued operations | -1,390 | 0 | 0 | ||||||||
Portamedic Service Line [Member] | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Revenues | 66,500 | 100,400 | |||||||||
(Loss) income from discontinued operations | ($1,759) | ($4,450) | ($10,586) |
Discontinued_Operations_Narrat
Discontinued Operations (Narrative) (Details) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | ||||
Apr. 16, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Jan. 28, 2015 | Aug. 31, 2014 | |
segment | segment | holdback_component | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Costs paid to sell business | $1,900,000 | |||||||
Gain on sale of business | 739,000 | 3,430,000 | 65,000 | |||||
Agreement period | 5 years | |||||||
Additional agreement period | 5 years | |||||||
Amount of cash received | 743,000 | 6,053,000 | 0 | |||||
Number of reportable segments | 3 | 1 | ||||||
Revenues | 11,682,000 | 24,989,000 | 28,841,000 | |||||
Retroactive tail coverage insurance policies expense | 1,400,000 | |||||||
Payments for tail coverage insurance policies during the period | 600,000 | |||||||
Payments for tail coverage insurance policies scheduled for 2015 | 810,000 | 0 | ||||||
Change in liabilities | 60,000 | 80,000 | 70,000 | |||||
Strategic Alliance Agreement Assets [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Consideration amount | 3,500,000 | |||||||
Escrow deposit | 250,000 | |||||||
Net book value of assets to be sold | 1,000,000 | |||||||
Inventory | 300,000 | |||||||
Property, plant and equipment | 700,000 | |||||||
Costs paid to sell business | 800,000 | |||||||
Gain on sale of business | 1,700,000 | |||||||
Hooper Holmes Services [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Revenues | 7,289,000 | 14,622,000 | 16,474,000 | |||||
Non-cash operating activities | 200,000 | |||||||
Non-cash charge for remaining operating lease payments | 1,000,000 | |||||||
Portamedic Service Line [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Consideration amount | 8,400,000 | |||||||
Amount of cash received | 700,000 | 8,100,000 | ||||||
Holdback Amount | 2,000,000 | |||||||
Cash proceeds from sale of service line | 6,100,000 | |||||||
Financial advisory, legal and accounting fees | 1,000,000 | |||||||
Number of holdback components | 2 | |||||||
Holdback amount, component one | 1,000,000 | |||||||
Revenues | 66,500,000 | 100,400,000 | ||||||
Income taxes related to operations of Portamedic | 100,000 | 100,000 | ||||||
Assets Held-for-sale [Member] | Strategic Alliance Agreement Assets [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Inventory | 800,000 | |||||||
Property, plant and equipment | 800,000 | |||||||
Subsequent Event [Member] | Portamedic Service Line [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Remaining Holdback deduction | 400,000 | |||||||
Heritage Labs and Hooper Holmes Services [Member] | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Operating cash flow from discontinued operations | 1,300,000 | |||||||
Changes in working capital from discontinued operations | $1,200,000 |
Restructuring_Charges_Details
Restructuring Charges (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | $946,000 | ||
Restructuring charges | 1,299,000 | ||
Payments | -1,171,000 | ||
Restructuring reserve, ending balance | 1,074,000 | ||
Employee Severance [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | 531,000 | ||
Restructuring charges | 202,000 | ||
Payments | -733,000 | ||
Restructuring reserve, ending balance | 0 | ||
Facility Closing - Branch Office Closure [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, beginning balance | 415,000 | ||
Restructuring charges | 1,097,000 | ||
Payments | -438,000 | ||
Restructuring reserve, ending balance | 1,074,000 | ||
Lease Closure And Employee Severance [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | 1,300,000 | 1,900,000 | 2,700,000 |
Hooper Holmes Services [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Non-cash charge for remaining operating lease payments | 1,000,000 | ||
Hooper Holmes Services [Member] | Facility Closing - Branch Office Closure [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, ending balance | 1,000,000 | ||
Portamedic Service Line [Member] | Facility Closing - Branch Office Closure [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve, ending balance | 100,000 | ||
Continuing Operations [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | 146,000 | 802,000 | 546,000 |
Continuing Operations [Member] | Employee Severance [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | 100,000 | ||
Continuing Operations [Member] | Lease Closure And Employee Severance [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | 100,000 | 800,000 | 600,000 |
Discontinued Operations [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | 2,100,000 | ||
Discontinued Operations [Member] | Employee Severance [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | 900,000 | ||
Discontinued Operations [Member] | Facility Closing - Branch Office Closure [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | 1,200,000 | ||
Discontinued Operations [Member] | Lease Closure And Employee Severance [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | 1,200,000 | 1,100,000 | |
Discontinued Operations [Member] | Accrued Liabilities [Member] | Facility Closing - Branch Office Closure [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | 500,000 | ||
Discontinued Operations [Member] | Other Long-Term Liabilities [Member] | Facility Closing - Branch Office Closure [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | 600,000 | ||
Discontinued Operations [Member] | Hooper Holmes Services [Member] | Remaining Operating Lease Payments [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | 1,000,000 | ||
Discontinued Operations [Member] | Portamedic Service Line [Member] | Facility Closing - Branch Office Closure [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | 100,000 | ||
Discontinued Operations [Member] | Heritage Labs and Hooper Holmes Services [Member] | Employee Severance [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring charges | $100,000 |
Summary_of_Property_Plant_and_
Summary of Property, Plant and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Abstract] | ||
Buildings and leasehold improvements | $1,386 | $1,864 |
Furniture, fixtures and equipment | 3,586 | 6,830 |
Software | 2,443 | 3,424 |
Property, plant and equipment, gross | 7,415 | 12,118 |
Less accumulated depreciation and amortization | 4,361 | 9,165 |
Property, plant and equipment, net | $3,054 | $2,953 |
Property_Plant_and_Equipment_S
Property, Plant and Equipment Summary of Asset Lives (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Building and leasehold improvements [Member] | Minimum [Member] | |
Estimated useful life | 3 years |
Building and leasehold improvements [Member] | Maximum [Member] | |
Estimated useful life | 45 years |
Furniture, fixtures and equipment [Member] | Minimum [Member] | |
Estimated useful life | 2 years |
Furniture, fixtures and equipment [Member] | Maximum [Member] | |
Estimated useful life | 10 years |
Software [Member] | Minimum [Member] | |
Estimated useful life | 1 year |
Software [Member] | Maximum [Member] | |
Estimated useful life | 7 years |
Property_Plant_and_Equipment_N
Property, Plant and Equipment Narrative (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2014 |
Property, Plant and Equipment [Line Items] | |||
Assets held-for-sale | $0.70 | ||
Assets reclassified to held for sale | 1.6 | ||
Strategic Alliance Agreement Assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Inventory | 0.3 | ||
Property, plant and equipment | 0.7 | ||
Strategic Alliance Agreement Assets [Member] | Assets Held-for-sale [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Inventory | 0.8 | ||
Property, plant and equipment | $0.80 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Accrued wages | $371 | $332 |
Reserve for unclaimed property | 984 | 910 |
Restructuring reserve, current | 502 | 870 |
Tail coverage insurance | 810 | 0 |
Other accrued expenses | 1,416 | 1,924 |
Accrued Expenses | $4,083 | $4,036 |
Loan_and_Security_Agreements_D
Loan and Security Agreements (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 09, 2014 | Mar. 27, 2015 | |
Loan and Security Agreements [Line Items] | |||||
Minimum Percent of aggregate unbilled eligible receivables | 50.00% | ||||
Deferred financing costs | $400,000 | ||||
2013 Loan and Security Agreement [Member] | |||||
Loan and Security Agreements [Line Items] | |||||
Maximum borrowing capacity under Loan and Security Agreement | 10,000,000 | ||||
Loan maximum defined, based on eligible receivables | 85.00% | ||||
Reserve on eligible borrowings | 500,000 | ||||
Net borrowings | 2,600,000 | ||||
Borrowings outstanding under Loan and Security Agreement | 0 | ||||
Minimum Percent of aggregate unbilled eligible receivables | 50.00% | ||||
Maximum borrowing base | 2,500,000 | ||||
Maximum percent of borrowing base | 50.00% | ||||
Interest rate, stated percentage | 6.00% | ||||
Commitment fee | 100,000 | ||||
Other issue costs | 900,000 | ||||
Unused Capacity, Commitment Fee Percentage | 1.50% | ||||
Unused line fee | 200,000 | 100,000 | |||
Early termination fee if termination occurs prior to February 28, 2016 | 2.00% | ||||
Life of agreement | 3 years | ||||
2013 Loan and Security Agreement [Member] | Prime rate [Member] | |||||
Loan and Security Agreements [Line Items] | |||||
Spread on variable rate | 2.75% | ||||
2013 Loan and Security Agreement [Member] | LIBOR 90 day rate [Member] | |||||
Loan and Security Agreements [Line Items] | |||||
Spread on variable rate | 5.25% | ||||
2009 Loan and Security Agreement [Member] | |||||
Loan and Security Agreements [Line Items] | |||||
Unused line fee | 100,000 | ||||
Annual Fee | 100,000 | ||||
Subsequent Event [Member] | 2013 Loan and Security Agreement [Member] | |||||
Loan and Security Agreements [Line Items] | |||||
Reserve on eligible borrowings | 2,000,000 | ||||
Debt covenant, future minimum EBITDA amount for next 6 months | -2,500,000 | ||||
Debt covenant, future minimum EBITDA amount for next nine months | -2,250,000 | ||||
Debt covenant, future minimum EBITDA amount for next twelve months | ($2,000,000) |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
branch_office | |||
operating_lease | |||
Commitments and Contingencies Disclosure [Abstract] | |||
Number of offices | 6 | ||
Number of operating leases | 7 | ||
Branch closure obligation | $1.10 | $0.30 | |
Rental expense | $0.80 | $0.80 | $0.80 |
Employment agreements, contract term | 1 year |
Commitments_and_Contingencies_2
Commitments and Contingencies Schedule of minimum lease payments (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $1,651 |
2016 | 1,444 |
2017 | 1,383 |
2018 | 1,109 |
2019 | 0 |
Thereafter | 0 |
Total minimum lease payments | 5,587 |
Estimated sublease payments (not included in minimum lease payments) | -1,292 |
Total minimum lease payments, net of estimated sublease income | $4,295 |
Income_Taxes_Income_taxes_Deta
Income Taxes Income taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Federal - current | $0 | $0 | $0 |
State and local - current | 23 | 19 | 23 |
Income tax expense | $23 | $19 | $23 |
Income_Taxes_Income_tax_rate_r
Income Taxes Income tax rate reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Computed expected income tax benefit | -35.00% | -35.00% | -35.00% |
Reduction (increase) in income tax benefit and increase (reduction) in income tax expense resulting from: | |||
State tax, net of federal benefit | 0.00% | 0.00% | 0.00% |
Change in federal valuation allowance | 35.00% | 35.00% | 35.00% |
Other | 0.00% | 0.00% | 0.00% |
Effective income tax rate | 0.00% | 0.00% | 0.00% |
Income_Taxes_Net_deferred_tax_
Income Taxes Net deferred tax assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Receivable allowance | $34 | $59 |
Goodwill | 347 | 4,238 |
Restructuring accrual | 45 | 370 |
Intangible assets | 219 | 845 |
Compensation expense | 690 | 1,518 |
Federal net operating loss carryforward | 55,865 | 48,990 |
State net operating loss carryforward | 6,502 | 5,756 |
Accrued expenses | 17 | 25 |
Deferred rent | 102 | 131 |
Other | 18 | 167 |
Gross deferred tax assets | 63,839 | 62,099 |
Valuation allowance | -63,817 | -61,500 |
Deferred tax assets, net of valuation allowance | 22 | 599 |
Deferred Tax Liabilities, Net [Abstract] | ||
Impairment and accumulated depreciation | -22 | -599 |
Gross deferred tax liabilities | -22 | -599 |
Net deferred tax assets | $0 | $0 |
Income_Taxes_Net_Operating_Los
Income Taxes Net Operating Loss Carryforwards (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
state | state | state | |
Number of states with state tax liability | 1 | 1 | 1 |
Internal Revenue Service (IRS) [Member] | |||
U.S. federal and state net operating loss carryforwards | 159.6 | ||
State and Local Jurisdiction [Member] | |||
U.S. federal and state net operating loss carryforwards | 143.9 |
401k_Savings_and_Retirement_Pl1
401(k) Savings and Retirement Plan (Details) | 12 Months Ended |
Dec. 31, 2014 | |
hours | |
Compensation and Retirement Disclosure [Abstract] | |
401(k) eligibility, minimum hours | 1,000 |
401(k) eligibility, minimum age | 21 years |
Segments_Details
Segments (Details) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2014 | |
segment | segment | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 3 | 1 |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Data [Abstract] | |||||||||||
Revenues | $6,671 | $7,875 | $6,679 | $7,299 | $9,217 | $5,227 | $4,344 | $5,383 | $28,524 | $24,171 | $22,136 |
Gross profit | 1,127 | 1,854 | 2,150 | 1,656 | 2,603 | 956 | 1,206 | 1,639 | 6,787 | 6,404 | 6,936 |
(Loss) income from continuing operations | -1,229 | 77 | -1,911 | -2,851 | -2,159 | -3,931 | -3,765 | -2,825 | -5,913 | -12,680 | -9,774 |
Income (loss) from discontinued operations | -440 | -1,385 | -902 | 166 | 160 | 2,217 | -1,237 | 265 | -2,562 | 1,405 | -7,824 |
Net loss | ($1,669) | ($1,308) | ($2,813) | ($2,685) | ($1,999) | ($1,714) | ($5,002) | ($2,560) | ($8,475) | ($11,275) | ($17,598) |
Continuing operations, basic (usd per share) | ($0.02) | $0 | ($0.03) | ($0.04) | ($0.03) | ($0.06) | ($0.05) | ($0.04) | ($0.08) | ($0.18) | ($0.14) |
Discontinued operations, basic (usd per share) | ($0.01) | ($0.02) | ($0.01) | $0 | $0 | $0.03 | ($0.02) | $0 | ($0.04) | $0.02 | ($0.11) |
Net loss, basic (usd per share) | ($0.02) | ($0.02) | ($0.04) | ($0.04) | ($0.03) | ($0.02) | ($0.07) | ($0.04) | ($0.12) | ($0.16) | ($0.25) |
Continuing operations, diluted (usd per share) | ($0.02) | $0 | ($0.03) | ($0.04) | ($0.03) | ($0.06) | ($0.05) | ($0.04) | ($0.08) | ($0.18) | ($0.14) |
Discontinued operations, diluted (usd per share) | ($0.01) | ($0.02) | ($0.01) | $0 | $0 | $0.03 | ($0.02) | $0 | ($0.04) | $0.02 | ($0.11) |
Net loss, diluted (usd per share) | ($0.02) | ($0.02) | ($0.04) | ($0.04) | ($0.03) | ($0.02) | ($0.07) | ($0.04) | ($0.12) | ($0.16) | ($0.25) |
Schedule_II_Valuation_and_Qual1
Schedule II - Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance, beginning of period | $153,000 | $662,000 | $525,000 |
Charged to Revenues and Expenses | 85,000 | 1,576,000 | 2,359,000 |
Deductions | -151,000 | -2,085,000 | -2,222,000 |
Balance, end of period | 87,000 | 153,000 | 662,000 |
Reduction to revenues | $0 | $1,600,000 | $2,200,000 |