DEI_Document
DEI Document | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
DEI [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-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 77,408,270 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
ASSETS | ||
Cash and cash equivalents | $1,387 | $5,201 |
Accounts receivable, net of allowance for doubtful accounts of $54 and $87 at March 31, 2015 and December 31, 2014, respectively | 4,869 | 3,178 |
Inventories | 696 | 897 |
Other current assets | 274 | 202 |
Total current assets | 7,226 | 9,478 |
Property, plant and equipment | 7,629 | 7,415 |
Less: Accumulated depreciation and amortization | 4,655 | 4,361 |
Property, plant and equipment, net | 2,974 | 3,054 |
Other assets | 491 | 607 |
Total assets | 10,691 | 13,139 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 1,962 | 2,508 |
Accrued expenses | 4,305 | 4,083 |
Total current liabilities | 6,267 | 6,591 |
Other long-term liabilities | 1,084 | 1,191 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, par value $.04 per share; Authorized: 240,000,000 shares; Issued: 70,875,998 shares at March 31, 2015 and December 31, 2014, respectively; Outstanding: 70,866,603 shares at March 31, 2015 and December 31, 2014, respectively. | 2,835 | 2,835 |
Additional paid-in capital | 150,837 | 150,747 |
Accumulated deficit | -150,261 | -148,154 |
Stockholders' equity | 3,411 | 5,428 |
Less: Treasury stock, at cost; 9,395 shares at March 31, 2015 and December 31, 2014 | -71 | -71 |
Total stockholders' equity | 3,340 | 5,357 |
Total liabilities and stockholders' equity | $10,691 | $13,139 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $54 | $87 |
Common stock, par value (in dollars per share) | $0.04 | $0.04 |
Common stock, shares authorized (in shares) | 240,000,000 | 240,000,000 |
Common stock, shares issued (in shares) | 70,875,998 | 70,875,998 |
Common stock, shares outstanding (in shares) | 70,866,603 | 70,866,603 |
Treasury stock (in shares) | 9,395 | 9,395 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Revenues | $5,681 | $7,299 |
Cost of operations | 4,949 | 5,643 |
Gross profit | 732 | 1,656 |
Selling, general and administrative expenses | 2,747 | 4,457 |
Operating loss from continuing operations | -2,015 | -2,801 |
Interest expense | 0 | -1 |
Interest income | 0 | 0 |
Other expense, net | -83 | -44 |
Other expense, net | -83 | -45 |
Loss from continuing operations before taxes | -2,098 | -2,846 |
Income tax expense | 5 | 5 |
Loss from continuing operations | -2,103 | -2,851 |
Discontinued operations: | ||
Loss on sale of subsidiaries, net of adjustments | 0 | -150 |
(Loss) income from discontinued operations, net of tax | -4 | 316 |
(Loss) income from discontinued operations | -4 | 166 |
Net loss | ($2,107) | ($2,685) |
Continuing operations | ||
Basic (in dollars per share) | ($0.03) | ($0.04) |
Diluted (in dollars per share) | ($0.03) | ($0.04) |
Discontinued operations | ||
Basic (in dollars per share) | $0 | $0 |
Diluted (in dollars per share) | $0 | $0 |
Net loss | ||
Basic (in dollars per share) | ($0.03) | ($0.04) |
Diluted (in dollars per share) | ($0.03) | ($0.04) |
Weighted average number of shares - Basic (in shares) | 70,866,603 | 70,410,649 |
Weighted average number of shares - Diluted (in shares) | 70,866,603 | 70,410,649 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net loss | ($2,107) | ($2,685) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on sale of subsidiaries, net of adjustments | 0 | 150 |
Depreciation and amortization | 293 | 360 |
Amortization of deferred financing fees | 83 | 83 |
Provision for bad debt expense | 6 | -30 |
Share-based compensation expense | 89 | 77 |
Change in assets and liabilities: | ||
Accounts receivable | -1,697 | -672 |
Inventories | 201 | -81 |
Other assets | -38 | -229 |
Accounts payable, accrued expenses and other liabilities | -431 | 1,292 |
Net cash used in operating activities | -3,601 | -1,735 |
Cash flows from investing activities: | ||
Capital expenditures | -213 | -327 |
Proceeds from the sale of Portamedic | 0 | 743 |
Net cash (used in) provided by investing activities | -213 | 416 |
Cash flows from financing activities: | ||
Payments on capital lease obligations | 0 | -1 |
Proceeds related to the exercise of stock options | 0 | 17 |
Net cash provided by financing activities | 0 | 16 |
Net decrease in cash and cash equivalents | -3,814 | -1,303 |
Cash and cash equivalents at beginning of period | 5,201 | 3,970 |
Cash and cash equivalents at end of period | 1,387 | 2,667 |
Supplemental disclosure of non-cash investing activities: | ||
Fixed assets vouchered but not paid | 76 | 230 |
Supplemental disclosure of cash paid during period for: | ||
Income taxes | $0 | $0 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation |
Hooper Holmes, Inc. ("Hooper Holmes" or the "Company") provides on-site health screenings, laboratory testing, risk assessment and sample collection services to 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. | |
The unaudited interim consolidated financial statements of the Company have been prepared in accordance with instructions for Form 10-Q and the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's 2014 Annual Report on Form 10-K, filed with the SEC on March 31, 2015. | |
Financial statements prepared in accordance with U.S. GAAP require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and other disclosures. The financial information included herein is unaudited; however, such information reflects all adjustments that are, in the opinion of the Company's management, necessary for a fair statement of results for the interim periods presented. | |
The results of operations for the three month periods ended March 31, 2015 and 2014 are not necessarily indicative of the results to be expected for any other interim period or the full year. See “Management's Discussion and Analysis of Financial Condition and Results of Operations” for additional information. | |
On September 30, 2013, the Company completed the sale of certain assets comprising its Portamedic service line. The Portamedic service line is accounted for as a discontinued operation in this Quarterly Report on Form 10-Q (the "Report"). During 2014, the Company sold certain assets comprising the Heritage Labs and Hooper Holmes Services businesses. The operating results of these businesses are also segregated and reported as discontinued operations in this Report. | |
Subsequent Event | |
On April 17, 2015, the Company entered into and consummated an Asset Purchase Agreement (the "Purchase Agreement") among the Company and certain of its subsidiaries, Accountable Health Solutions, Inc. (the "Seller" or "AHS") and Accountable Health, Inc. ("Shareholder"). Pursuant to the Purchase Agreement, the Company has acquired the assets and certain liabilities representing the health and wellness business of the Seller for approximately $7 million, $4 million in cash and 6,500,000 shares of the Company’s common stock, $0.04 par value, subject to a working capital adjustment as described in the Purchase Agreement (the "Acquisition"). There were 5,576,087 shares of Common Stock delivered to the Shareholder at closing and 326,087 shares of Common Stock were held back for the working capital adjustment, and 597,826 shares of Common Stock were held back for indemnification purposes. During the three month period ended March 31, 2015, the Company recorded transaction costs of $0.1 million in connection with the Acquisition, which are included in selling, general and administrative expense in the consolidated statements of operations. | |
The Acquisition will be treated as a purchase in accordance with ASC 805, Business Combinations, which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. Due to the timing of the Acquisition subsequent to the end of the first quarter of 2015, certain disclosures, including the preliminary allocation of purchase price, have been omitted from this Report because the initial accounting for the business combination is incomplete as of the filing date. The necessary disclosures will be included in the Quarterly Report on Form 10-Q for the Company’s second fiscal quarter of 2015. The operating results of the Acquisition will be combined with the operating results of the Company subsequent to the purchase date of April 17, 2015. | |
In connection with the Acquisition, the Company entered into and consummated a Consent and Third Amendment to Loan and Security Agreement (the "Third Amendment") to the Loan and Security Agreement (as amended, the "2013 Loan and Security Agreement") with ACF FinCo I LP ("ACF" or the "Senior Lender"), the assignee of Keltic Financial Partners II, LP ("Keltic Financial"). The 2013 Loan and Security Agreement provides a revolving credit facility which is secured and repaid as set forth therein. The Senior Lender consented to the Acquisition, the maximum borrowing capacity under the 2013 Loan and Security Agreement was reduced from $10 million to $7 million (subject to increase to up to $12 million in certain circumstances, subject to the Senior Lender’s consent, as provided in the 2013 Loan and Security Agreement) and the expiration was extended through February 28, 2019. The Third Amendment also revises the covenants with respect to the Company’s EBITDA (earnings before interest expense, income taxes, depreciation and amortization). The Company paid an amendment fee of $0.1 million in connection with the Third Amendment. | |
In order to fund the Acquisition, the Company entered into and consummated a Credit Agreement (the "Credit Agreement") with SWK Funding LLC as the agent ("Agent") on April 17, 2105, and the lenders (including SWK Funding LLC) party thereto from time to time (the "Lenders"). The Credit Agreement provides the Company with a $5.0 million term loan (the "Term Loan"). The proceeds of the Loan were used to pay certain fees and expenses related to the negotiation and consummation of the Purchase Agreement and the Acquisition described above and general corporate purposes. The Company paid SWK Funding LLC an origination fee of $0.1 million. The Loan is due and payable on April 17, 2018. The Credit Agreement also contains certain financial covenants, including certain minimum aggregate revenue and EBITDA requirements and requirements regarding consolidated unencumbered liquid assets. | |
In addition, on April 17, 2015, in connection with the execution of the Credit Agreement, the Company issued SWK Funding, LLC a warrant (the "Warrant") to purchase 8,152,174 shares of the Company’s common stock. The Warrant is exercisable after October 17, 2015, and up to and including April 17, 2022 at an exercise price of $0.46 per share. The Warrant is exercisable on a cashless basis. The exercise price of the Warrant is subject to customary adjustment provisions for stock splits, stock dividends, recapitalizations and the like. The Warrant grants the holder certain piggyback registration rights. Further, pursuant to the Credit Agreement, if the 2013 Loan and Security Agreement is not repaid in full and terminated, and all liens securing the 2013 Loan and Security Agreement are not released, on or prior to February 28, 2016, the Company has agreed to issue an additional warrant to SWK Funding LLC to purchase common stock valued at $1.25 million, with an exercise price of one cent over the closing price on February 28, 2016. The additional warrant will become exercisable six months after issuance, remain exercisable for 7 years and have customary anti-dilution protection similar to the Warrant. | |
New Accounting Pronouncements | |
In April 2015, the Financial Accounting Standards Board ("FASB") issued ASU 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs", which requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying value of the debt liability. The Company has unamortized debt issuance costs of $0.3 million existing as of March 31, 2015 and will record additional debt issuance costs during the second quarter in connection with the Acquisition. ASU 2015-03 is effective for the Company in the first quarter of 2016, with early adoption permitted, and retrospective application required. The Company is currently evaluating the effect that ASU 2015-03 will have on the consolidated financial statements and related disclosures. | |
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; however the FASB has proposed a one year deferral of the effective date. If this proposal is approved, early adoption would be permitted as of the original effective date. The Company is currently evaluating the effect that ASU 2014-09 will have on the consolidated financial statements and related disclosures. |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2015 | |
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 8). At March 31, 2015, the Company had $1.4 million in cash and cash equivalents and no outstanding amounts under the 2013 Loan and Security Agreement. As discussed in Note 1, the Company entered into the Credit Agreement on April 17, 2015 for a $5.0 million term loan, which provided funding for the cash component of the Acquisition. After the origination fee and related legal costs, the Company received approximately $0.8 million in net proceeds from the Term Loan. | |
The Company incurred a loss from continuing operations of $2.1 million during the three month period ended March 31, 2015. The Company’s net cash used in operating activities for the three month period ended March 31, 2015 was $3.6 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 three month period ended March 31, 2015. The Company experiences a timing difference between the operating expenses and cash collection of the associated revenue based on Health and Wellness customer payment terms. 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. | |
2013 Loan and Security Agreement | |
The Company maintains the 2013 Loan and Security Agreement (refer to Note 8). Borrowings under the 2013 Loan and Security Agreement are to be used for working capital purposes and capital expenditures. As of March 31, 2015, the amount available for borrowing was 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 had 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. As discussed in Note 1, the maximum borrowing capacity on the 2013 Loan and Security Agreement was reduced to $7 million in connection with the Acquisition on April 17, 2015 (subject to increase up to $12 million, subject to the Senior Lender's consent, as provided in the 2013 Loan and Security Agreement). Eligible Receivables do not include certain receivables deemed ineligible by the Senior Lender. As of March 31, 2015, the Senior Lender applied a discretionary reserve of $0.5 million. Available borrowing capacity, net of this discretionary reserve, was $1.5 million based on Eligible Receivables as of March 31, 2015. As of March 31, 2015, there were no borrowings outstanding under the 2013 Loan and Security Agreement. | |
The 2013 Loan and Security Agreement and the Third Amendment contain various covenants, including financial covenants which require the Company to achieve a minimum EBITDA amount. The Third Amendment contains minimum EBITDA covenants of negative $3.0 million for the twelve month period ending September 30, 2015, positive $0.8 million for the twelve month period ending December 31, 2015 and positive $1.85 million for the twelve month period ending March 31, 2016. | |
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 March 31, 2015. | |
2015 Credit Agreement | |
In order to fund the Acquisition, the Company entered into and consummated a Credit Agreement on April 17, 2015 with SWK Funding LLC. The Credit Agreement provides the Company with a $5.0 million Term Loan. The proceeds of the Term Loan were used to pay certain fees and expenses related to the negotiation and consummation of the Purchase Agreement and the Acquisition described in Note 1 and general corporate purposes. The Company paid SWK Funding LLC an origination fee of $0.1 million. The Term Loan is due and payable on April 17, 2018. The Company is also required to make quarterly revenue-based payments in an amount equal to eight and one-half percent (8.5%) of yearly aggregate revenue up to and including $20 million; seven percent (7%) of yearly aggregate revenue greater than $20 million up to and including $30 million; and five percent (5%) of yearly aggregate revenue greater than $30 million. The revenue-based payment will be applied to fees and interest, and any excess to the principal of the Term Loan. Revenue-based payments commence in February 2016, and the maximum aggregate revenue-based payment is capped at $600,000 per quarter. | |
The outstanding principal balance under the Credit Agreement will bear interest at an adjustable rate per annum equal to the LIBOR Rate (subject to a minimum amount of one percent (1.0%)) plus fourteen percent (14.0%) and will be due and payable quarterly, in arrears, commencing on August 14, 2015. Upon the earlier of (a) the maturity date of April 17, 2018 or (b) full repayment of the Term Loan, whether by acceleration or otherwise, the Company is required to pay an exit fee equal to eight percent (8%) of the aggregate principal amount of all term loans advanced under the Credit Agreement. | |
The Credit Agreement also contains certain financial covenants, including, certain minimum aggregate revenue and EBITDA requirements and requirements regarding consolidated unencumbered liquid assets. The Credit Agreement contains a minimum aggregate revenue covenant of $27.5 million for the twelve month period ending September 30, 2015, $34 million for the twelve month period ending December 31, 2015 and $38 million for the twelve month period ending March 31, 2016. The Credit Agreement also contains a minimum EBITDA covenant of one dollar for the twelve month period ending March 31, 2016, with subsequent quarterly measurement dates and EBITDA requirements through the term of the Credit Agreement. | |
The Credit Agreement contains a cross-default provision that can be triggered if the Company has more than $0.25 million in debt outstanding under the 2013 Loan and Security Agreement and the Company fails to make payments to the Senior Lender when due or if the Senior Lender is entitled to accelerate the maturity of debt in response to a default situation under the 2013 Loan and Security Agreement, which may include violation of any financial covenants. | |
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 acquisition of AHS required the Company to enter into the Credit Agreement with the Lenders. In association with the Acquisition, the Company also incurred transaction expenses and legal and professional fees. As of March 31, 2015 the Company had incurred $0.1 million in legal and professional fees associated with the Acquisition. Additional fees will be incurred in the second quarter of 2015 as well. | |
Additionally, the Acquisition provides new product and service capabilities. Associated with these expanded capabilities are new staff, new systems and new customers. The integration of AHS may take several months and the Company will incur certain transition costs associated with integrating the two companies, which could adversely affect liquidity. | |
During 2014, the Company transitioned out of the life insurance industry to focus on the Health and Wellness business. As a part of the transition, the Company reduced its corporate fixed cost structure by evaluating head count, professional fees and other expenses. The Company continues to focus its attention on a long-term Health and Wellness strategy and believes it has the necessary assets to make the most of its immediate opportunities while positioning the Company for long-term growth. In order for the Company to maintain compliance with the minimum EBITDA covenants over the term of its credit facilities, it must achieve operating results which reflect continuing improvements over the first quarter 2015 results, including the successful integration of the Acquisition. While management presently expects that results of operations will be sufficient to allow the Company to comply with the covenants in its 2013 Loan and Security Agreement as well as the 2015 Credit Agreement, a departure from the financial forecasts could have an adverse impact on the Company's ability to comply with the minimum EBITDA covenants in the second half of 2015. | |
The Company’s ability to satisfy its liquidity needs and meet future covenants is primarily dependent on improvement of profitability. These profitability improvements primarily include the successful integration of AHS and expansion of the Company’s presence in the Health and Wellness marketplace. The Company must increase volumes in order to cover its fixed cost structure and improve gross profits. These improvements may be outside of management’s control. The integration of AHS and marketplace expansion may require additional costs to grow and operate the newly integrated entity, which the Company must recover through expanded revenues. If the Company is unable to increase volumes or control integration or operating costs, liquidity may adversely be affected. | |
While the Company currently does not have amounts outstanding under the 2013 Loan and Security Agreement, given the seasonal nature of the Company's operations, management expects to use the revolver at certain points in the year. In the event that the Company fails to comply with any 2013 Loan and Security Agreement covenant or any 2015 Credit Agreement covenant and if the Company is unable to negotiate a covenant waiver, the Company would be considered in default, which would enable applicable lenders to accelerate the repayment of amounts outstanding and exercise remedies with respect to collateral. If necessary, the Company’s ability to amend the 2013 Loan and Security Agreement, the 2015 Credit Agreement or otherwise obtain waivers from the applicable lenders depends on matters that are outside of management’s control and there can be no assurance that management will be successful in that regard. |
Loss_Earnings_Per_Share
(Loss) Earnings Per Share | 3 Months Ended | |
Mar. 31, 2015 | ||
Earnings Per Share [Abstract] | ||
(Loss) Earnings Per Share | ||
(Loss) Earnings Per Share | ||
Basic (loss) earnings per share equal 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 month periods ended March 31, 2015 and 2014 because the inclusion of dilutive common stock equivalents would have been anti-dilutive for all periods presented. |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||
Share-Based Compensation | Share-Based Compensation | |||||||||||
Employee Share-Based Compensation Plans - On May 29, 2008, the Company's shareholders approved the 2008 Omnibus Employee Incentive Plan (the "2008 Plan") providing for the grant of stock options, stock appreciation rights, non-vested stock and performance shares. For the three month periods ended March 31, 2015 and 2014, the Company granted 590,000 and 162,600 options, respectively, for the purchase of shares under the 2008 Plan. As of March 31, 2015, approximately 2,991,200 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. There were no options for the purchase of shares granted under the 2011 Plan during the three month period ended March 31, 2015. During the three month period ended March 31, 2014, the Company granted 300,000 options to purchase shares under the 2011 Plan. As of March 31, 2015, approximately 1,225,250 shares remain available for grant under the 2011 Plan. | ||||||||||||
The fair value of the stock options granted during the three month period ended March 31, 2015 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: | ||||||||||||
Three Months Ended March 31, | ||||||||||||
2015 | ||||||||||||
Expected life (years) | 5.04 | |||||||||||
Expected volatility | 64.10% | |||||||||||
Expected dividend yield | —% | |||||||||||
Risk-free interest rate | 1.40% | |||||||||||
Weighted average fair value of options granted during the period | $0.27 | |||||||||||
The following table summarizes stock option activity for the three month period ended March 31, 2015: | ||||||||||||
Number of Options | Weighted Average Exercise Price Per Option | Weighted Average remaining Contractual Life (years) | Aggregate Intrinsic Value (in thousands) | |||||||||
Outstanding balance at December 31, 2014 | 3,652,200 | $ | 0.67 | |||||||||
Granted | 590,000 | 0.49 | ||||||||||
Exercised | — | — | ||||||||||
Expired | (93,250 | ) | 2.22 | |||||||||
Forfeited | (3,000 | ) | 0.67 | |||||||||
Outstanding balance at March 31, 2015 | 4,145,950 | 0.68 | 8.04 | $131 | ||||||||
Options exercisable at March 31, 2015 | 1,998,758 | $ | 0.82 | 7.18 | $54 | |||||||
The aggregate intrinsic value disclosed in the table above represents the difference between the Company's closing stock price on the last trading day of the quarter ended March 31, 2015 and the exercise price, multiplied by the number of in-the-money stock options. | ||||||||||||
There were no option exercises during the three month period ended March 31, 2015. During the three month period ended March 31, 2014, an aggregate of 37,500 stock options valued with a weighted average exercise price of $0.45 were exercised. Options for the purchase of an aggregate of 86,658 shares of common stock vested during the three month period ended March 31, 2015, and the aggregate fair value at grant date of these options was $0.04 million. As of March 31, 2015, there was approximately $0.6 million of total unrecognized compensation cost related to stock options. The cost is expected to be recognized over a weighted average period of 1.85 years. | ||||||||||||
The Company recorded $0.1 million of share-based compensation expense in selling, general and administrative expenses for each of the three month periods ended March 31, 2015 and 2014. |
Discontinued_Operations
Discontinued Operations | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Discontinued Operations and Disposal Groups [Abstract] | ||||
Discontinued Operations | Discontinued Operations | |||
On September 30, 2013, the Company completed the sale of certain assets comprising its Portamedic service line. The Portamedic service line is accounted for as a discontinued operation in this Report. During 2014, the Company sold certain assets comprising the Heritage Labs and Hooper Holmes Services business to Clinical Reference Laboratory, Inc. ("CRL"). The assets sold to CRL qualified as assets held for sale in April 2014. The operating results of these businesses are also segregated and reported as discontinued operations in this Report. | ||||
Following the sale of the Portamedic service line, 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 biometric 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 Heritage Labs, Hooper Holmes Services and Portamedic 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 Heritage Labs and Hooper Holmes Services on our cash flows for the three month period ended March 31, 2014. | ||||
The following table summarizes the major classes of line items constituting the pretax results of operations of Heritage Labs and Hooper Holmes Services for the three month period ended March 31, 2014, which are reported as a component of discontinued operations in the consolidated statement of operations. There was no income tax recorded in discontinued operations for Heritage Labs and Hooper Holmes Services for any period presented. | ||||
Three Months Ended | ||||
(in thousands) | 31-Mar-14 | |||
Revenues | ||||
Heritage Labs | $ | 2,312 | ||
Hooper Holmes Services | $ | 2,988 | ||
Total revenue | $ | 5,300 | ||
Cost of Sales | ||||
Heritage Labs | $ | 1,760 | ||
Hooper Holmes Services | $ | 2,582 | ||
Total cost of sales | $ | 4,342 | ||
Selling, General & Administrative Expenses | ||||
Heritage Labs | $ | 203 | ||
Hooper Holmes Services | $ | 468 | ||
Total selling, general & administrative expenses | $ | 671 | ||
(Loss) income from Discontinued Operations | ||||
Heritage Labs | $ | 349 | ||
Hooper Holmes Services | $ | (62 | ) | |
Total income from discontinued operations | $ | 287 | ||
Reconciliation to statement of operations: | ||||
Portamedic discontinued operations and other | $ | 29 | ||
Gain on sale of subsidiaries, net of adjustments | $ | (150 | ) | |
Income from discontinued operations | $ | 166 | ||
Operating cash flow from discontinued operations during the three month period ended March 31, 2014 was $0.5 million. Changes in working capital from discontinued operations during the three month period ended March 31, 2014 was $0.1 million. The Company recorded non-cash operating charges for depreciation and bad debt expense of $0.1 million. There were no significant investing or financing activities from discontinued operations during the three month period ended March 31, 2014. The determination of operating cash flow from discontinued operations for the three month period ended March 31, 2014 includes a degree of management judgment and estimates. The Company has not allocated any general corporate overhead to discontinued operations. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories |
Included in inventories at March 31, 2015 and December 31, 2014 are $0.5 million and $0.7 million, respectively, of finished goods and $0.2 million and $0.2 million, respectively, of components. |
Restructuring_Charges
Restructuring Charges | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Restructuring Charges [Abstract] | ||||||||||||||||
Restructuring Charges | Restructuring Charges | |||||||||||||||
At March 31, 2015, there was a total of $1.0 million primarily related to restructuring charges associated with a discontinued Hooper Holmes Services facility as well as for Portamedic branch closure costs, both of which are recorded in accrued expenses in the accompanying consolidated balance sheet. Charges recorded during the three month period ended March 31, 2015 were recorded as a component of discontinued operations. The following table provides a summary of the activity in the restructure accrual for the three month period ended March 31, 2015: | ||||||||||||||||
As of | As of | |||||||||||||||
(In thousands) | 31-Dec-14 | Charges | Payments | 31-Mar-15 | ||||||||||||
Facility closure obligation | $ | 1,074 | $ | 8 | $ | (100 | ) | $ | 982 | |||||||
Total | $ | 1,074 | $ | 8 | $ | (100 | ) | $ | 982 | |||||||
LongTerm_Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | The Company maintains the 2013 Loan and Security Agreement, as amended, with the Senior Lender, the assignee of Keltic Financial. Borrowings under the 2013 Loan and Security Agreement are to be used for working capital purposes and capital expenditures. As of March 31, 2015, the amount available for borrowing was 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 had 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. As discussed in Note 1, the maximum borrowing capacity on the 2013 Loan and Security Agreement was reduced to $7 million in connection with the Acquisition on April 17, 2015 (subject to increase to up to $12 million in certain circumstances, subject to the Senior Lender’s consent, as provided in the 2013 Loan and Security Agreement). Eligible Receivables do not include certain other receivables deemed ineligible by the Senior Lender. As of March 31, 2015, the Senior Lender applied a discretionary reserve of $0.5 million. Available borrowing capacity, net of this discretionary reserve was $1.5 million based on Eligible Receivables as of March 31, 2015. As of March 31, 2015, there were no borrowings outstanding under the 2013 Loan and Security Agreement. |
The 2013 Loan and Security Agreement and the Third Amendment contain various covenants, including financial covenants which require the Company to achieve a minimum EBITDA amount beginning with the twelve month period ended September 30, 2015. Refer to Note 2 regarding additional discussion of financial covenants. 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 March 31, 2015. | |
Interest on revolving credit loans is calculated based on the greater 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 March 31, 2015. The Company is obligated to pay, on a monthly basis in arrears, an annual facility fee equal to 1% of the revolving credit limit. During each of the three month periods ended March 31, 2015 and 2014, in connection with the 2013 Loan and Security Agreement, the Company incurred facility fees of $0.05 million. | |
The revolving credit loans were payable in full, together with all accrued interest and fees, on February 28, 2016. The maturity was extended to February 28, 2019 in connection with the Third Amendment on April 17, 2015. The 2013 Loan and Security Agreement provides for the prepayment of the entire outstanding balance of the revolving credit loans. The Company would be required to pay an early termination fee equal to 3% if the termination occurs prior to February 28, 2017, 2% if the termination occurs prior to February 28, 2018, and 1% if the termination occurs after February 28, 2018 but prior to February 28, 2019. | |
In order to fund the Acquisition, the Company entered into and consummated a Credit Agreement with SWK Funding LLC on April 17, 2015. The Credit Agreement provides the Company with a $5.0 million Term Loan. The proceeds of the Term Loan were used to pay certain fees and expenses related to the negotiation and consummation of the Purchase Agreement and the Acquisition described in Note 1 and general corporate purposes. The Company paid SWK Funding LLC an origination fee of $0.1 million. The Term Loan is due and payable on April 17, 2018. The Company is also required to make quarterly revenue-based payments in an amount equal to eight and one-half percent (8.5%) of yearly aggregate revenue up to and including $20 million; seven percent (7%) of yearly aggregate revenue greater than $20 million up to and including $20 million; and five percent (5%) of yearly aggregate revenue greater than $30 million. The revenue-based payment will be applied to fees and interest, and any excess to the principal of the Term Loan. Revenue-based payments commence in February 2016, and the maximum aggregate revenue-based payment is capped at $600,000 per quarter. | |
The outstanding principal balance under the Credit Agreement will bear interest at an adjustable rate per annum equal to the LIBOR Rate (subject to a minimum amount of one percent (1.0%)) plus fourteen percent (14.0%) and will be due and payable quarterly, in arrears, commencing on August 14, 2015. Upon the earlier of (a) the maturity date on April 17, 2018 or (b) full repayment of the Term Loan, whether by acceleration or otherwise, the Company is required to pay an exit fee equal to eight percent (8%) of the aggregate principal amount of all term loans advanced under the Credit Agreement. | |
The Credit Agreement also contains certain financial covenants, including, certain minimum aggregate revenue and EBITDA requirements and requirements regarding consolidated unencumbered liquid assets. Refer to Note 2 regarding additional discussion of financial covenants. | |
As security for payment and other obligations under the 2013 Loan and Security Agreement, the Senior Lender 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. Additionally, SWK Funding, LLC holds a security interest for final and indefeasible payment. The security interest held by SWK Funding, LLC is in substantially all of the Company's assets and the Company's subsidiaries. The aforementioned security interest is collectively referred to herein as the "collateral". |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
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 at various times 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 4 Portamedic branch offices, which are subleased by the acquirer of the former Portamedic business. The acquirer is obligated to pay 100% of the rent and other executory costs for these 4 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 5 operating leases related to former Portamedic offices not utilized for continuing operations and such related costs are recorded in the reporting for discontinued operations. The Company had recorded a facility closure obligation of $1.0 million as of March 31, 2015. | |
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 | 3 Months Ended |
Mar. 31, 2015 | |
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 and earlier Report and Recommendation, conditionally certifying the class of all contract examiners from August 16, 2010 to the present. On August 29, 2014, the Company submitted its objections to the Report and Recommendation of the Magistrate Judge. 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. | |
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 | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
The Company recorded tax expense of less than $0.01 million for each of the three month periods ended March 31, 2015 and 2014, respectively, reflecting a state tax liability to one state. No amounts were recorded for unrecognized tax benefits or for the payment of interest and penalties during the three month periods ended March 31, 2015 and 2014. No federal or state tax benefits were recorded relating to the current year loss, as the Company continues to believe that a full valuation allowance is required on its net deferred tax assets. | |
The 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 has U.S. federal and state net operating loss carryforwards of $159.6 million and $143.9 million, respectively. There has been no significant change in these balances as of March 31, 2015. The net operating loss carryforwards, if not utilized, will expire in the years 2015 through 2034. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The unaudited interim consolidated financial statements of the Company have been prepared in accordance with instructions for Form 10-Q and the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's 2014 Annual Report on Form 10-K, filed with the SEC on March 31, 2015. |
Financial statements prepared in accordance with U.S. GAAP require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and other disclosures. The financial information included herein is unaudited; however, such information reflects all adjustments that are, in the opinion of the Company's management, necessary for a fair statement of results for the interim periods presented. | |
The results of operations for the three month periods ended March 31, 2015 and 2014 are not necessarily indicative of the results to be expected for any other interim period or the full year. See “Management's Discussion and Analysis of Financial Condition and Results of Operations” for additional information. | |
Discontinued Operations | On September 30, 2013, the Company completed the sale of certain assets comprising its Portamedic service line. The Portamedic service line is accounted for as a discontinued operation in this Quarterly Report on Form 10-Q (the "Report"). During 2014, the Company sold certain assets comprising the Heritage Labs and Hooper Holmes Services businesses. The operating results of these businesses are also segregated and reported as discontinued operations in this Report. |
New Accounting Pronouncements | New Accounting Pronouncements |
In April 2015, the Financial Accounting Standards Board ("FASB") issued ASU 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs", which requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying value of the debt liability. The Company has unamortized debt issuance costs of $0.3 million existing as of March 31, 2015 and will record additional debt issuance costs during the second quarter in connection with the Acquisition. ASU 2015-03 is effective for the Company in the first quarter of 2016, with early adoption permitted, and retrospective application required. The Company is currently evaluating the effect that ASU 2015-03 will have on the consolidated financial statements and related disclosures. | |
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; however the FASB has proposed a one year deferral of the effective date. If this proposal is approved, early adoption would be permitted as of the original effective date. The Company is currently evaluating the effect that ASU 2014-09 will have on the consolidated financial statements and related disclosures. |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||
Schedule of Valuation Assumptions | The fair value of the stock options granted during the three month period ended March 31, 2015 was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: | |||||||||||
Three Months Ended March 31, | ||||||||||||
2015 | ||||||||||||
Expected life (years) | 5.04 | |||||||||||
Expected volatility | 64.10% | |||||||||||
Expected dividend yield | —% | |||||||||||
Risk-free interest rate | 1.40% | |||||||||||
Weighted average fair value of options granted during the period | $0.27 | |||||||||||
Schedule of Stock Option Activity | The following table summarizes stock option activity for the three month period ended March 31, 2015: | |||||||||||
Number of Options | Weighted Average Exercise Price Per Option | Weighted Average remaining Contractual Life (years) | Aggregate Intrinsic Value (in thousands) | |||||||||
Outstanding balance at December 31, 2014 | 3,652,200 | $ | 0.67 | |||||||||
Granted | 590,000 | 0.49 | ||||||||||
Exercised | — | — | ||||||||||
Expired | (93,250 | ) | 2.22 | |||||||||
Forfeited | (3,000 | ) | 0.67 | |||||||||
Outstanding balance at March 31, 2015 | 4,145,950 | 0.68 | 8.04 | $131 | ||||||||
Options exercisable at March 31, 2015 | 1,998,758 | $ | 0.82 | 7.18 | $54 | |||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Discontinued Operations and Disposal Groups [Abstract] | ||||
Schedule of Discontinued Operations | The following table summarizes the major classes of line items constituting the pretax results of operations of Heritage Labs and Hooper Holmes Services for the three month period ended March 31, 2014, which are reported as a component of discontinued operations in the consolidated statement of operations. There was no income tax recorded in discontinued operations for Heritage Labs and Hooper Holmes Services for any period presented. | |||
Three Months Ended | ||||
(in thousands) | 31-Mar-14 | |||
Revenues | ||||
Heritage Labs | $ | 2,312 | ||
Hooper Holmes Services | $ | 2,988 | ||
Total revenue | $ | 5,300 | ||
Cost of Sales | ||||
Heritage Labs | $ | 1,760 | ||
Hooper Holmes Services | $ | 2,582 | ||
Total cost of sales | $ | 4,342 | ||
Selling, General & Administrative Expenses | ||||
Heritage Labs | $ | 203 | ||
Hooper Holmes Services | $ | 468 | ||
Total selling, general & administrative expenses | $ | 671 | ||
(Loss) income from Discontinued Operations | ||||
Heritage Labs | $ | 349 | ||
Hooper Holmes Services | $ | (62 | ) | |
Total income from discontinued operations | $ | 287 | ||
Reconciliation to statement of operations: | ||||
Portamedic discontinued operations and other | $ | 29 | ||
Gain on sale of subsidiaries, net of adjustments | $ | (150 | ) | |
Income from discontinued operations | $ | 166 | ||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Restructuring Charges [Abstract] | ||||||||||||||||
Restructuring and Related Costs | The following table provides a summary of the activity in the restructure accrual for the three month period ended March 31, 2015: | |||||||||||||||
As of | As of | |||||||||||||||
(In thousands) | 31-Dec-14 | Charges | Payments | 31-Mar-15 | ||||||||||||
Facility closure obligation | $ | 1,074 | $ | 8 | $ | (100 | ) | $ | 982 | |||||||
Total | $ | 1,074 | $ | 8 | $ | (100 | ) | $ | 982 | |||||||
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 0 Months Ended | ||
Apr. 17, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Common stock, par value (in dollars per share) | $0.04 | $0.04 | |
Unamortized debt issuance costs | $300,000 | ||
Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition fees | 100,000 | ||
2013 Loan and Security Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Maximum borrowing capacity | 10,000,000 | ||
Subsequent Event [Member] | Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition, purchase price | 7,000,000 | ||
Acquisition, cash paid | 4,000,000 | ||
Acquisition, shares paid | 6,500,000 | ||
Common stock, par value (in dollars per share) | $0.04 | ||
Acquisition, shares delivered at closing | 5,576,087 | ||
Acquisition, shares held back for working capital adjustment | 326,087 | ||
Acquisition, shares held back for indemnification | 597,826 | ||
Subsequent Event [Member] | 2013 Loan and Security Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Maximum borrowing capacity | 7,000,000 | ||
Potential maximum borrowing capacity | 12,000,000 | ||
Amendment fee | 100,000 | ||
Loans Payable [Member] | Subsequent Event [Member] | Credit Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Debt face amount | 5,000,000 | ||
Origination fee | 100,000 | ||
Common Stock [Member] | Subsequent Event [Member] | |||
Business Acquisition [Line Items] | |||
Number of shares to be purchased under warrant | 8,152,174 | ||
Exercise price (usd per share) | $0.46 | ||
Value of warrant to be issued is debt instrument is not paid by February 28, 2016 | $1,250,000 | ||
Amount per share over closing price on February 28, 2016 (usd per share) | $0.01 | ||
Period after issuance for warrant to be exercisable | 6 months | ||
Warrant, exercisable period | 7 years |
Liquidity_Details
Liquidity (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Apr. 17, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Liquidity [Abstract] | |||||
Cash and cash equivalents | $1,387,000 | $2,667,000 | $5,201,000 | $3,970,000 | |
Loss from continuing operations | -2,103,000 | -2,851,000 | |||
Net cash used in operating activities of continuing operations | 3,601,000 | 1,735,000 | |||
2013 Loan and Security Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 10,000,000 | ||||
Loan maximum defined, based on eligible receivables | 85.00% | ||||
Loan maximum defined, based on eligible receivables, reserve | 500,000 | ||||
Additional borrowing availability under Loan and Security Agreement | 1,500,000 | ||||
Borrowings outstanding | 0 | ||||
Acquisition [Member] | |||||
Debt Instrument [Line Items] | |||||
Acquisition fees | 100,000 | ||||
Subsequent Event [Member] | 2013 Loan and Security Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 7,000,000 | ||||
Potential maximum borrowing capacity | 12,000,000 | ||||
Debt covenant, minimum EBITDA amount for twelve month period ending September 30, 2015 | -3,000,000 | ||||
Debt covenant, minimum EBITDA amount for twelve month period ending December 31, 2015 | 800,000 | ||||
Debt covenant, minimum EBITDA amount for twelve month period ending March 31, 2016 | 1,850,000 | ||||
Loans Payable [Member] | Subsequent Event [Member] | Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | 5,000,000 | ||||
Net proceeds from loan | 800,000 | ||||
Origination fee | 100,000 | ||||
Maximum aggregate revenue-based payment | 600,000 | ||||
Variable rate floor, percent | 1.00% | ||||
Exit fee as a percent of aggregate principal | 8.00% | ||||
Debt covenant, minimum aggregate revenue for twelve month period ending September 30, 2015 | 27,500,000 | ||||
Debt covenant, minimum aggregate revenue for twelve month period ending December 31, 2015 | 34,000,000 | ||||
Debt covenant, minimum aggregate revenue for twelve month period ending March 31, 2016 | 38,000,000 | ||||
Debt covenant, minimum EBITDA amount | 1 | ||||
Debt covenant, maximum debt outstanding | 250,000 | ||||
Loans Payable [Member] | Subsequent Event [Member] | LIBOR [Member] | Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Spread on variable rate | 14.00% | ||||
Annual Aggregate Revenue Up To And Including $20 million [Member] | Loans Payable [Member] | Subsequent Event [Member] | Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Percent of aggregate revenue for quarterly payments | 8.50% | ||||
Annual aggregate revenue limit | 20,000,000 | ||||
Annual Aggregate Revenue Greater Than $20 Million Up To And Including $30 Million [Member] | Loans Payable [Member] | Subsequent Event [Member] | Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Percent of aggregate revenue for quarterly payments | 7.00% | ||||
Annual Aggregate Revenue Greater Than $20 Million Up To And Including $30 Million [Member] | Minimum [Member] | Loans Payable [Member] | Subsequent Event [Member] | Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Annual aggregate revenue limit | 20,000,000 | ||||
Annual Aggregate Revenue Greater Than $20 Million Up To And Including $30 Million [Member] | Maximum [Member] | Loans Payable [Member] | Subsequent Event [Member] | Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Annual aggregate revenue limit | 30,000,000 | ||||
Annual Aggregate Revenue Greater Than $30 million [Member] | Loans Payable [Member] | Subsequent Event [Member] | Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Percent of aggregate revenue for quarterly payments | 5.00% | ||||
Annual aggregate revenue limit | $30,000,000 |
ShareBased_Compensation_Employ
Share-Based Compensation Employee Share-Based Compensation Plans (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Options granted (in shares) | 590,000 | |
2008 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Options granted (in shares) | 590,000 | 162,600 |
Remaining shares available for grant under the plan (in shares) | 2,991,200 | |
2011 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Options granted (in shares) | 0 | 300,000 |
Amended and Restated 2011 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Remaining shares available for grant under the plan (in shares) | 1,225,250 |
ShareBased_Compensation_Stock_
Share-Based Compensation Stock Option Valuation Assumptions (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Expected life (years) | 5 years 0 months 15 days |
Expected volatility | 64.10% |
Expected dividend yield | 0.00% |
Risk-free interest rate | 1.40% |
Weighted average fair value of options granted during the period (in dollars per share) | $0.27 |
ShareBased_Compensation_Option
Share-Based Compensation Option Roll-Forward (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Stock Option Activity [Roll Forward] | ||
Outstanding balance (options) at December 31, 2014 | 3,652,200 | |
Options granted (in shares) | 590,000 | |
Exercised (options) | 0 | -37,500 |
Expired (options) | -93,250 | |
Forfeited (options) | -3,000 | |
Outstanding balance (options) at March 31, 2015 | 4,145,950 | |
Outstanding balance (weighted average exercise price) at December 31, 2014 | $0.67 | |
Granted (weighted average exercise price) | $0.49 | |
Exercised (weighted averaged exercise price) | $0 | $0.45 |
Expired (weighted average exercise price) | $2.22 | |
Forfeited (weighted average exercise price) | $0.67 | |
Outstanding balance (weighted average exercise price) at March 31, 2015 | $0.68 | |
Weighted Average Remaining Contractual Life, options outstanding | 8 years 15 days | |
Aggregate Intrinsic Value (in thousands), options outstanding | $131 | |
Number of options exercisable at March 31, 2015 | 1,998,758 | |
Weighted average exercise price of options exercisable at March 31, 2015 | $0.82 | |
Weighted Average Remaining Contractual Life, options exercisable | 7 years 2 months 5 days | |
Aggregate Intrinsic Value (in thousands), options exercisable | $54 |
ShareBased_Compensation_Award_
Share-Based Compensation Award Activity (Details) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Exercised (options) | 0 | 37,500 |
Exercised (weighted averaged exercise price) | $0 | $0.45 |
Options vested in period | 86,658 | |
Aggregate fair value of options vested in period | $0.04 | |
Share-based compensation expense | 0.1 | 0.1 |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Unrecognized compensation cost related to stock options | $0.60 | |
Weighted average period for recognition of compensation cost | 1 year 10 months 6 days |
Discontinued_Operations_Operat
Discontinued Operations Operation Assets of Heritage Labs and Hooper Holmes (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenues | $5,300 | |
Cost of Sales | 4,342 | |
Selling, General & Administrative Expenses | 671 | |
(Loss) income from Discontinued Operations | 287 | |
Gain on sale of subsidiaries, net of adjustments | 0 | -150 |
(Loss) income from discontinued operations | -4 | 166 |
Heritage Labs [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenues | 2,312 | |
Cost of Sales | 1,760 | |
Selling, General & Administrative Expenses | 203 | |
(Loss) income from Discontinued Operations | 349 | |
Hooper Holmes Services [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenues | 2,988 | |
Cost of Sales | 2,582 | |
Selling, General & Administrative Expenses | 468 | |
(Loss) income from Discontinued Operations | -62 | |
Portamedic Service Line [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
(Loss) income from Discontinued Operations | $29 |
Discontinued_Operations_Narrat
Discontinued Operations Narrative (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Discontinued Operations and Disposal Groups [Abstract] | |
Operating cash flow from discontinued operations | $0.50 |
Changes in working capital from discontinued operations | 0.1 |
Non-cash operating activities | $0.10 |
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Finished goods | $0.50 | $0.70 |
Components | $0.20 | $0.20 |
Restructuring_Charges_Details
Restructuring Charges (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | $1,074 |
Restructuring charges | 8 |
Payments | -100 |
Restructuring reserve, ending balance | 982 |
Facility Closing [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | 1,074 |
Restructuring charges | 8 |
Payments | -100 |
Restructuring reserve, ending balance | $982 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Apr. 17, 2015 | |
2013 Loan and Security Agreement [Member] | |||
Loan and Security Agreements [Line Items] | |||
Maximum borrowing capacity | $10,000,000 | ||
Loan maximum defined, based on eligible receivables | 85.00% | ||
Loan maximum defined, based on eligible receivables, reserve | 500,000 | ||
Additional borrowing availability under Loan and Security Agreement | 1,500,000 | ||
Borrowings outstanding | 0 | ||
Interest rate, stated percentage | 6.00% | ||
Effective interest rate | 6.00% | ||
Commitment fee as percent of revolving credit limit | 1.00% | ||
Commitment fee | 50,000 | ||
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% | ||
Subsequent Event [Member] | Prior to February 28, 2017 [Member] | |||
Loan and Security Agreements [Line Items] | |||
Credit facility - early termination fee | 3.00% | ||
Subsequent Event [Member] | Prior to February 28, 2018 [Member] | |||
Loan and Security Agreements [Line Items] | |||
Credit facility - early termination fee | 2.00% | ||
Subsequent Event [Member] | February 28, 2018 - February 28, 2019 [Member] | |||
Loan and Security Agreements [Line Items] | |||
Credit facility - early termination fee | 1.00% | ||
Subsequent Event [Member] | 2013 Loan and Security Agreement [Member] | |||
Loan and Security Agreements [Line Items] | |||
Maximum borrowing capacity | 7,000,000 | ||
Potential maximum borrowing capacity | 12,000,000 | ||
Loans Payable [Member] | Subsequent Event [Member] | Credit Agreement [Member] | |||
Loan and Security Agreements [Line Items] | |||
Debt face amount | 5,000,000 | ||
Origination fee | 100,000 | ||
Variable rate floor, percent | 1.00% | ||
Maximum aggregate revenue-based payment | 600,000 | ||
Exit fee as a percent of aggregate principal | 8.00% | ||
Loans Payable [Member] | Subsequent Event [Member] | Credit Agreement [Member] | LIBOR [Member] | |||
Loan and Security Agreements [Line Items] | |||
Spread on variable rate | 14.00% | ||
Loans Payable [Member] | Subsequent Event [Member] | Credit Agreement [Member] | Annual Aggregate Revenue Up To And Including $20 million [Member] | |||
Loan and Security Agreements [Line Items] | |||
Percent of aggregate revenue for quarterly payments | 8.50% | ||
Annual aggregate revenue limit | 20,000,000 | ||
Loans Payable [Member] | Subsequent Event [Member] | Credit Agreement [Member] | Annual Aggregate Revenue Greater Than $20 Million Up To And Including $30 Million [Member] | |||
Loan and Security Agreements [Line Items] | |||
Percent of aggregate revenue for quarterly payments | 7.00% | ||
Loans Payable [Member] | Subsequent Event [Member] | Credit Agreement [Member] | Annual Aggregate Revenue Greater Than $30 million [Member] | |||
Loan and Security Agreements [Line Items] | |||
Percent of aggregate revenue for quarterly payments | 5.00% | ||
Annual aggregate revenue limit | 30,000,000 | ||
Minimum [Member] | Loans Payable [Member] | Subsequent Event [Member] | Credit Agreement [Member] | Annual Aggregate Revenue Greater Than $20 Million Up To And Including $30 Million [Member] | |||
Loan and Security Agreements [Line Items] | |||
Annual aggregate revenue limit | 20,000,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring reserve | $982 | $1,074 |
Employment agreements, contract term | 1 year | |
Portamedic Service Line [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of offices | 4 | |
Number of operating leases | 5 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Income tax expense | $5,000 | $5,000 | |
Internal Revenue Service (IRS) [Member] | |||
Operating loss carryforwards, subject to expiration | 159,600,000 | ||
State and Local Jurisdiction [Member] | |||
Operating loss carryforwards, subject to expiration | $143,900,000 |