Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 08, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | HOOPER HOLMES INC | ||
Entity Central Index Key | 741,815 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Public Float | $ 9,400,000 | ||
Entity Common Stock, Shares Outstanding | 11,816,025 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 1,866 | $ 2,035 |
Accounts receivable, net of allowance for doubtful accounts of $43 and $112 at December 31, 2016 and 2015, respectively | 4,155 | 5,565 |
Inventories | 1,112 | 567 |
Other current assets | 345 | 331 |
Total current assets | 7,478 | 8,498 |
Property, plant and equipment, net | 1,760 | 2,771 |
Intangible assets | 4,031 | 5,331 |
Goodwill | 633 | 633 |
Other assets | 352 | 450 |
Total assets | 14,254 | 17,683 |
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | ||
Accounts payable | 6,612 | 5,339 |
Accrued expenses | 1,747 | 2,313 |
Short-term debt | 5,821 | 5,330 |
Other current liabilities | 2,621 | 2,873 |
Total current liabilities | 16,801 | 15,855 |
Other long-term liabilities | 317 | 1,611 |
Commitments and contingencies (Note 10) | ||
Stockholders’ (deficit) equity: | ||
Common stock, par value $.04 per share; Authorized 240,000,000 shares; Issued: 10,103,525 shares and 5,201,733 shares at December 31, 2016 and 2015, respectively. Outstanding: 10,103,525 shares and 5,201,107 shares at December 31, 2016 and 2015, respectively | 404 | 3,121 |
Additional paid-in capital | 166,084 | 156,195 |
Accumulated deficit | (169,352) | (159,028) |
Stockholders' equity (deficit) before treasury stock | (2,864) | 288 |
Less: Treasury stock, at cost; 0 and 626 shares at December 31, 2016 and 2015, respectively | 0 | (71) |
Total stockholders' (deficit) equity | (2,864) | 217 |
Total liabilities and stockholders' (deficit) equity | $ 14,254 | $ 17,683 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 43 | $ 112 |
Common stock, par value (usd per share) | $ 0.04 | $ 0.04 |
Common stock, shares authorized (shares) | 240,000,000 | 240,000,000 |
Common stock, shares issued (shares) | 10,103,525 | 5,201,733 |
Common stock, shares outstanding (shares) | 10,103,525 | 5,201,107 |
Treasury stock (shares) | 0 | 626 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 34,271 | $ 32,115 |
Cost of operations | 26,416 | 25,590 |
Gross profit | 7,855 | 6,525 |
Selling, general and administrative expenses | 14,532 | 14,037 |
Transaction costs | 559 | 1,027 |
Operating loss from continuing operations | (7,236) | (8,539) |
Interest expense, net | 3,570 | 1,796 |
Other income | (887) | 0 |
Loss from continuing operations before income tax expense | (9,919) | (10,335) |
Income tax expense | 25 | 19 |
Loss from continuing operations | (9,944) | (10,354) |
Loss from discontinued operations | (380) | (520) |
Net loss | $ (10,324) | $ (10,874) |
Basic and diluted loss per share: | ||
Continuing operations, basic (usd per share) | $ (1.11) | $ (2.04) |
Continuing operations, diluted (usd per share) | (1.11) | (2.04) |
Discontinued operations, basic (usd per share) | (0.04) | (0.10) |
Discontinued operations, diluted (usd per share) | (0.04) | (0.10) |
Net loss, basic (usd per share) | (1.15) | (2.14) |
Net loss, diluted (usd per share) | $ (1.15) | $ (2.14) |
Weighted average number of shares - Basic (shares) | 8,981,563 | 5,069,877 |
Weighted average number of shares - Diluted (shares) | 8,981,563 | 5,069,877 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] |
Beginning Balance (shares) at Dec. 31, 2014 | 4,725,067 | 626 | |||
Beginning Balance at Dec. 31, 2014 | $ 5,357 | $ 2,835 | $ 150,747 | $ (148,154) | $ (71) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (10,874) | (10,874) | |||
Exercise of share-based awards (shares) | 3,333 | ||||
Exercise of share-based awards | 23 | $ 2 | 21 | ||
Share-based compensation (shares) | 40,000 | ||||
Share-based compensation | 440 | $ 24 | 416 | ||
Issuance of common stock (shares) | 433,333 | ||||
Issuance of common stock | 3,000 | $ 260 | 2,740 | ||
Issuance of SWK Warrant 1 | 2,656 | 2,656 | |||
Amortization of debt issuance costs related to warrants | (385) | (385) | |||
Ending Balance (shares) at Dec. 31, 2015 | 5,201,733 | 626 | |||
Ending Balance at Dec. 31, 2015 | 217 | $ 3,121 | 156,195 | (159,028) | $ (71) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ (10,324) | (10,324) | |||
Exercise of share-based awards (shares) | 0 | ||||
Share-based compensation (shares) | 166,665 | ||||
Share-based compensation | $ 579 | $ 100 | 479 | ||
Issuance of common stock and warrants, net of issuance costs (shares) | 4,657,345 | ||||
Issuance of common stock and warrants, net of issuance costs | 6,250 | $ 2,016 | 4,234 | ||
Issuance of common stock in connection with amendments to Credit Agreement (shares) | 77,922 | ||||
Issuance of common stock in connection with amendments to Credit Agreement | 150 | $ 47 | 103 | ||
Reverse stock split re-allocation | 0 | $ (4,880) | 4,880 | ||
Other adjustments due to reverse stock split (shares) | 486 | ||||
Retirement of treasury stock (shares) | (626) | (626) | |||
Retirement of treasury stock | 0 | (71) | $ 71 | ||
Repricing of SWK Warrant 1 | 264 | 264 | |||
Ending Balance (shares) at Dec. 31, 2016 | 10,103,525 | 0 | |||
Ending Balance at Dec. 31, 2016 | $ (2,864) | $ 404 | $ 166,084 | $ (169,352) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (10,324,000) | $ (10,874,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,633,000 | 2,211,000 |
Other debt related costs included in interest expense | 2,553,000 | 1,165,000 |
Termination fees included in payoff of 2013 Loan and Security Agreement | 277,000 | 0 |
Provision for bad debt expense | 75,000 | 61,000 |
Share-based compensation expense | 579,000 | 440,000 |
Issuance of common stock in connection with First Amendment to Credit Agreement | 50,000 | 0 |
Write-off of SWK Warrant 2 | (887,000) | 0 |
Impairment of property, plant and equipment, net | 88,000 | 0 |
Change in assets and liabilities: | ||
Accounts receivable | 1,335,000 | (1,530,000) |
Inventories | (545,000) | 215,000 |
Other assets | (34,000) | (459,000) |
Accounts payable, accrued expenses and other liabilities | (244,000) | 2,474,000 |
Net cash used in operating activities | (4,444,000) | (6,297,000) |
Cash flows from investing activities: | ||
Capital expenditures | (364,000) | (793,000) |
Acquisition of Accountable Health Solutions | 0 | (4,000,000) |
Net cash used in investing activities | (364,000) | (4,793,000) |
Cash flows from financing activities: | ||
Borrowings under credit facility | 35,332,000 | 19,190,000 |
Payments under credit facility | (35,533,000) | (15,912,000) |
Principal payments on Term Loan | (1,324,000) | 0 |
Proceeds from issuance of Term Loan | 0 | 5,000,000 |
Issuance of common stock and warrants, net of issuance costs | 6,250,000 | 0 |
Proceeds related to the exercise of stock options | 0 | 23,000 |
Debt issuance costs | (86,000) | (377,000) |
Net cash provided by financing activities | 4,639,000 | 7,924,000 |
Net decrease in cash and cash equivalents | (169,000) | (3,166,000) |
Cash and cash equivalents at beginning of year | 2,035,000 | 5,201,000 |
Cash and cash equivalents at end of year | 1,866,000 | 2,035,000 |
Supplemental disclosure of non-cash investing activities: | ||
Fixed assets and prepaid expenses vouchered but not paid | 217,000 | 97,000 |
Supplemental disclosure of non-cash financing activities: | ||
Issuance of common stock in connection with the Acquisition | 0 | 3,000,000 |
Issuance of common stock in connection with Second Amendment to Credit Agreement | 100,000 | 0 |
Debt issuance costs vouchered but not paid | 0 | 500,000 |
Payoff of 2013 Loan and Security Agreement by SCM | (2,552,000) | 0 |
Opening outstanding borrowings under 2016 Credit and Security Agreement | 3,028,000 | 0 |
Non-cash debt issuance costs | 550,000 | 0 |
Supplemental disclosure of cash flow information: | ||
Interest | 987,000 | 516,000 |
Income taxes | $ 32,000 | $ 41,000 |
Description of the Business, Ba
Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies Description of the Business Hooper Holmes, Inc. and its subsidiaries (“Hooper Holmes” or the "Company”) provide on-site screenings and flu shots, laboratory testing, risk assessment, and sample collection services to individuals as part of comprehensive health and wellness programs offered through organizations sponsoring such programs including corporate and government employers, health plans, hospital systems, health care management companies, wellness companies, brokers and consultants, disease management organizations, reward administrators, third party administrators, clinical research organizations and academic institutions. Through its comprehensive health and wellness services, the Company also provides telephonic health coaching, access to a wellness portal with individual and team challenges, data analytics, and reporting services. The Company contracts with health professionals to deliver these services nationwide, all of whom are trained and certified to deliver quality service. Basis of Presentation The accompanying 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. 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, valuation of goodwill and other intangible assets, 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. The Company operates under one reporting segment. The Company's screening services are subject to some seasonality, with the second quarter revenues typically dropping below other quarters. Third and fourth quarter revenues are typically the Company’s strongest quarters due to increased demand for screenings from mid-August through November related to annual benefit renewal cycles. The Company's health and wellness service operations are more constant, though there are some variations due to the timing of the health coaching programs, which are billed per participant and typically start shortly after the conclusion of onsite screening events. In addition to its screening and health and wellness services, the Company generates ancillary revenue through the assembly of medical kits for sale to third parties. Prior to 2015, the Company completed the sale of certain assets comprising its Portamedic, Heritage Labs, and Hooper Holmes Services businesses. The operating results of these businesses have been segregated and reported as discontinued operations for all periods presented in this Form 10-K. On June 15, 2016, the Company completed a one-for-fifteen reverse stock split, in order to regain compliance with the NYSE MKT's minimum market price requirement. As a result, the share and per share information for all periods presented in these consolidated financial statements have been adjusted to reflect the impact of the reverse stock split. The reverse stock split did not affect the total number of authorized shares of common stock of 240,000,000 shares or the par value of the Company’s common stock at $0.04 . Accordingly, an adjustment was made between additional paid-in-capital and common stock in the consolidated balance sheet to reflect the new values after the reverse stock split. Summary of Significant Accounting Policies (a) Going Concern As of December 31, 2016, the Company adopted ASC 205-40, Presentation of Financial Statements - Going Concern. This guidance amended the existing requirements for disclosing information about an entity’s ability to continue as a going concern and explicitly requires management to assess an entity’s ability to continue as a going concern and to provide related disclosure in certain circumstances. See Note 2 to the consolidated financial statements for the results of management’s assessment of its ability to continue as a going concern. (b) 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. (c) Accounts Receivable Trade accounts receivable are recorded at the invoiced amount. Customer contracts state that we can charge interest but historically the Company has not. 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 historical losses and the 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. (d) 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, 2016 and 2015 are $0.7 million and $0.4 million , respectively, of finished goods and $0.4 million and $0.3 million , respectively, of components. (e) 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 expense 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. See Note 6 to the consolidated financial statements for further discussion. (f) Long-Lived Assets Including Other Intangible Assets Long-lived assets are reviewed for impairment when events or 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 asset to future undiscounted net cash flows expected to be generated by the asset group. 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. Some of the key assumptions utilized in determining future projected cash flows include estimated growth rates, expected future sales, and estimated costs. See Notes 6 and 7 to the consolidated financial statements for further discussion. (g) Goodwill Goodwill is accounted for under the provisions of ASC 350, Intangibles – Goodwill and Other. As the Company manages and operates its business as a single operating segment and, therefore, with a single reportable segment, all goodwill is assigned to the Company’s lone reporting unit. Goodwill is subject to at least an annual impairment assessment or more frequently if circumstances indicate that impairment is likely. Any one event or a combination of events such as change in the business climate, a negative change in relationships with significant customers and changes to strategic decisions, including decisions to expand made in response to economic or competitive conditions could require an interim assessment prior to the next required annual assessment. See Note 7 to the consolidated financial statements for further discussion. (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, 2016 and 2015 , the Company has recorded $0.1 million and $0.2 million , respectively, related to deferred rent in the consolidated balance sheet. (i) Revenue Recognition Revenue is recognized for screening services when the screening is completed and the results are delivered to our customers. Revenue for wellness portal services are recognized on a per eligible member, per month basis, while revenue from wellness coaching services are recognized as services are performed. Revenue for kit assembly is recorded upon completion of the kit. 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 have occurred, and the ability to collect must be reasonably assured. For contracts with multiple elements, the Company allocates consideration to the identified units of accounting based on the relative selling price hierarchy set forth in the relevant accounting guidance. The Company determines the selling price for each deliverable using vendor-specific objective evidence ("VSOE") of selling price or third-party evidence ("TPE") of selling price, if it exists. If neither VSOE nor TPE of selling price exist for a deliverable, the Company uses its best estimate of selling price ("BESP") for that deliverable. The Company estimates BESP for a deliverable by considering company-specific factors such as pricing strategies and direct product and other costs. 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. Management regularly assesses the financial condition of our customers, the markets in which these customers participate as well as historical trends relating to customer deductions and adjusts the allowance for doubtful accounts based on this review. If the financial condition of our customers were to deteriorate, resulting in their inability to make payments, the Company's ability to collect on accounts receivable could be negatively impacted, in which case additional allowances may be required. The Company must make management judgments and estimates in determining allowances for doubtful accounts in any accounting period. One uncertainty inherent in the Company's analysis is whether our past experience will be indicative of future periods. Adverse changes in general economic conditions could affect our allowance estimates, collection of accounts receivable, cash flows and results of operations. (j) Share-Based Compensation The Company recognizes all share-based compensation to employees, directors, and consultants, including grants of stock options and restricted stock, in the consolidated financial statements as compensation cost based on their fair value on the date of grant, in accordance with ASC 718, Compensation-Stock Compensation. This compensation cost is recognized over the vesting period on a straight-line basis for the fair value of awards expected to vest. See Note 4 to the consolidated financial statements for further discussion. (k) 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. See Note 11 to the consolidated financial statements for further discussion. (l) Loss per Share Basic loss per share equals net loss divided by the weighted average common shares outstanding during the period. Diluted loss per share equals net loss divided by the sum of the weighted average common shares outstanding during the period plus dilutive common stock equivalents. The calculation of loss per common share on a basic and diluted basis was the same for the two years ended December 31, 2016 , because the inclusion of dilutive common stock equivalents, the SWK Warrant #1 (as defined in Note 9 to the consolidated financial statements) issued in connection with the Acquisition, and the warrants that were issued beginning on September 15, 2016, (the "Private Offering Warrants") in a private offering to various investors (the "Private Offering") would have been anti-dilutive for all periods presented. The Company has granted options to purchase shares of the Company's common stock through employee stock plans with the weighted average options outstanding as of December 31, 2016 and 2015 of 368,703 and 277,980 , respectively, as well as the SWK Warrant #1 to purchase 543,479 shares issued to SWK and the Private Offering Warrants to purchase 1,388,889 shares issued in the Private Offering, all of which were outstanding as of December 31, 2016 , but are anti-dilutive because the Company is in a net loss position. (m) Concentration of Credit Risk The Company’s accounts receivable are due primarily from healthcare management and wellness companies and our direct customers. As of December 31, 2016 , there were two customer balances that accounted for more than 10% of the total consolidated accounts receivable. The accounts receivable balances for these customers represented approximately 40% of total consolidated accounts receivable as of December 31, 2016 . As of December 31, 2015 , there were two customer balances that each accounted for more than 10% of the total consolidated accounts receivable and represented approximately 34% of total consolidated accounts receivable. For the years ended December 31, 2016 and 2015 , there were two customers that exceeded 10% of revenue from continuing operations and represented just over 30% of the consolidated revenue for these periods. The Company has agreements with each of its customers, although these agreements do not provide for specific minimum level of purchases. (n) Reclassifications The Company adopted the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" in the first quarter of 2016. The retrospective application of the new standard resulted in a $0.2 million reduction to both noncurrent assets and current liabilities as of December 31, 2015. The debt issuance costs associated with the revolving credit facilities remain classified in noncurrent assets in accordance with ASU 2015-15, "Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements". This reclassification had no impact on the Company's results of operations. During the third quarter of 2016, the Company elected to update the presentation of its consolidated balance sheet by adding an other current liabilities category and reclassifying certain liabilities such as reserve for unclaimed property, restructure reserves, and legal accrual into this new category in the consolidated balance sheet. The Company believes this provides a more useful and informative presentation of the Company's current liabilities and liquidity. Prior period comparatives have been reclassified to conform to the revised presentation. This reclassification had no impact on the Company's results of operations. (o) Recent Accounting Pronouncements 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 2018, with early adoption permitted as of the original effective date or first quarter of 2017. The Company is currently evaluating the effect that ASU 2014-09 will have on the consolidated financial statements and related disclosures. In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern" (ASC 205-40, Presentation of Financial Statements - Going Concern). This ASU requires management to assess and evaluate whether conditions or events exist, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the financial statements issue date. This standard is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter; early adoption is permitted. The Company adopted this guidance during the fourth quarter of 2016. See Note 2 to the consolidated financial statements for the results of management’s assessment of its ability to continue as a going concern. In April 2015, the FASB issued ASU 2015-03, 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 adopted the provisions of ASU 2015-03 in the first quarter of 2016. The retrospective application of the new standard resulted in a $0.2 million reduction to both noncurrent assets and current liabilities as of December 31, 2015. The debt issuance costs associated with the revolving credit facilities remain classified in noncurrent assets in accordance with ASU 2015-15. In July 2015, the FASB issued ASU 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory", which changes the measurement basis for inventory from the lower of cost or market to lower of cost and net realizable value and also eliminates the requirement for companies to consider replacement cost or net realizable value less an approximate normal profit margin when determining the recorded value of inventory. The standard is effective for public companies in fiscal years beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2015-11 will have on its consolidated financial position, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, "Leases", which is intended to improve financial reporting about leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on its consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting (Topic 718)", which is intended to simplify the accounting for share-based compensation. This standard simplifies the accounting for income taxes in relation to share-based compensation, modifies the accounting for forfeitures, and modifies the statutory tax withholding requirements. This standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-09 will have on its consolidated financial position, results of operations or cash flows. In January 2017, the FASB issued ASU 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment", which is intended to simplify goodwill impairment testing by eliminating the second step of the analysis under which the implied fair value of goodwill is determined as if the reporting unit were being acquired in a business combination. The update instead requires entities to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for any amount by which the carrying amount exceeds the reporting unit’s fair value, to the extent that the loss recognized does not exceed the amount of goodwill allocated to that reporting unit. The standard is effective, prospectively, for public companies in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2017-04 will have on its consolidated financial position, results of operations or cash flows. |
Liquidity and Going Concern Ass
Liquidity and Going Concern Assessment | 12 Months Ended |
Dec. 31, 2016 | |
Liquidity [Abstract] | |
Liquidity and Going Concern Assessment | Liquidity and Going Concern Assessment The Company's primary sources of liquidity are cash and cash equivalents as well as availability under a Credit and Security Agreement (the "2016 Credit and Security Agreement") with SCM Specialty Finance Opportunities Fund, L.P. ("SCM"). The Company has historically used availability under a revolving credit facility to fund operations. The Company experiences a lag between the payment of certain operating expenses and the subsequent billing and collection of the associated revenue based on customer payment terms. To illustrate, in order to conduct successful screenings, the Company must expend cash to deliver the equipment and supplies required for the screenings. The Company must also expend cash to pay the health professionals and site management conducting the screenings. All of these expenditures are incurred in advance of the customer invoicing process and ultimate cash receipts for services performed. Given the seasonal nature of the Company's operations, which are largely dependent on second half volumes, management expects to continue using a revolving credit facility in 2017 and beyond. Going Concern As of December 31, 2016, the Company adopted ASC 205-40. This guidance amended the existing requirements for disclosing information about an entity’s ability to continue as a going concern and explicitly requires management to assess an entity’s ability to continue as a going concern and to provide related disclosure in certain circumstances. This guidance was effective for annual reporting periods ending after December 15, 2016, and for annual and interim reporting periods thereafter. The following information reflects the results of management’s assessment of the Company's ability to continue as a going concern. Principal conditions or events that require management's consideration Following are conditions and events which require management's consideration: • The Company had a working capital deficit of $9.3 million with $1.9 million of cash and cash equivalents at December 31, 2016. The Company had $5.7 million of payables at December 31, 2016 , that were past due date terms. The Company is working with its vendors to facilitate revised payment terms; however, the Company has had certain vendors who have threatened to terminate services due to aged outstanding payables and in order to accelerate invoice payments. If services were terminated and the Company wasn’t able to find alternative sources of supply, this could have a material adverse impact on the Company’s business. • The Company's net cash used in operating activities during the year ended December 31, 2016 , was $4.4 million , and without giving consideration to the Merger mentioned below, current projections indicate that the Company will have continued negative cash flows for the foreseeable future. • The Company incurred a loss from continuing operations of $9.9 million for the year ended December 31, 2016 , and without giving consideration to the Merger mentioned below, current projections indicate that the Company will have continued recurring losses for the foreseeable future. • The Company had $3.6 million of outstanding borrowings under the 2016 Credit and Security Agreement with SCM, with unused borrowing capacity of $0.1 million . As of February 28, 2017 , the Company had $3.1 million of outstanding borrowings with unused borrowing capacity of $0.2 million . Any borrowings on the unused borrowing capacity are at the discretion of SCM. • The Company owed approximately $3.7 million at December 31, 2016 under an existing term loan (the "Term Loan"), which is governed by the terms of a credit agreement (the "Credit Agreement") with SWK Funding LLC ("SWK") and was used to fund the cash component of the Acquisition. • Each of these debt agreements described above contain certain financial covenants, including various affirmative and negative covenants including minimum aggregate revenue, adjusted EBITDA, and consolidated unencumbered liquid assets requirements. While the Company was able to comply with the debt covenants as of December 31, 2016 , it was unable to meet its debt covenants for both the six month period ended June 30, 2016, and the nine month period ended September 30, 2016, and current projections indicate that it will not be able to meet the current March 31, 2017, debt covenants outlined in Note 9 to the consolidated financial statements. However, in conjunction with the Merger Agreement (defined below), the covenants going forward will be revised and the Company does anticipate meeting the revised covenants. Noncompliance with these covenants constitutes an event of default. If the Company is unable to comply with financial covenants in the future and in the event that it was unable to modify the covenants, find new or additional lenders, or raise additional equity, SCM reserves the right to terminate access to the unused borrowing capacity under the 2016 Credit and Security Agreement, while both lenders reserve the right to accelerate the repayment of all amounts outstanding and exercise remedies with respect to collateral, which would have a material adverse impact on the Company's business. Additionally, the negative covenants set forth in these debt agreements with SCM and SWK prohibit the Company from incurring additional debt of any kind. For additional information regarding the 2016 Credit and Security Agreement, the Credit Agreement, and the related covenants, refer to Note 9 to the consolidated financial statements. • The Company has contractual obligations related to operating leases and employment contracts which could adversely affect liquidity. As of December 31, 2016, the Company was in default on three real estate leases for spaces that it no longer needs. Two of the leases were assigned to the Company through the Acquisition, and the third, which is partially subleased, relates to the discontinued Hooper Holmes Services business. The Company is working with the landlords to terminate these leases on mutually acceptable terms. Management's plans The Company expects to continue to monitor its liquidity carefully, work to reduce this uncertainty, and address its cash needs through a combination of one or more of the following actions: • On March 7, 2017, the Company signed a merger agreement with Piper Merger Corp., Provant Health Solutions, LLC, and Wellness Holdings, LLC. See Note 15 to the consolidated financial statements for further discussion. • The Company will continue to seek additional equity investments. During the year ended December 31, 2016 , the Company was able to raise $6.3 million of additional equity through the issuance of common stock and warrants, net of issuance costs. • The Company will continue to aggressively seek new and return business from its existing customers and expand its presence in the health and wellness marketplace; • The Company will continue to analyze and implement further cost reduction initiatives and efficiency improvements (see Note 10 to the consolidated financial statements). Management's assessment and conclusion Management has determined, based on its recent history and its liquidity issues, that it is not probable that management's plans will sufficiently alleviate or mitigate, to a sufficient level the relevant conditions or events noted above. Accordingly, management of the Company has concluded that there is substantial doubt about the Company's ability to continue as a going concern within one year after issuance date of the financial statements. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition The Company entered into and consummated the Purchase Agreement on April 17, 2015, among the Company and certain of its subsidiaries, Accountable Health Solutions, Inc. (the "Seller" or "AHS") and Accountable Health, Inc. ("Shareholder") (the "Acquisition"). 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 $7.0 million - $4.0 million in cash and 433,333 shares of the Company’s common stock, $0.04 par value, with a value of $3.0 million , which was subject to a working capital adjustment as described in the Purchase Agreement. At the closing of the Purchase Agreement, the Company issued and delivered 371,739 shares of Common Stock to the Shareholder and issued and held back 21,739 shares of Common Stock for the working capital adjustment, which were subsequently released on October 9, 2015, and 39,855 shares of Common Stock for indemnification purposes, which were subsequently released on November 8, 2016. No additional shares will be issued under the terms of the Purchase Agreement. The shares were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, which provides an exemption for private offerings of securities. During the year ended December 31, 2015 , the Company recorded transaction costs of $0.8 million in connection with the Acquisition in the consolidated statement of operations. The Acquisition has expanded the Company's capabilities to deliver telephonic health coaching, wellness portals, and data analytics and reporting services. These factors, combined with the synergies and economies of scale expected from combining the operations of the two companies, were the basis for the Acquisition and comprise the resulting goodwill recorded. In order to fund the Acquisition, the Company entered into and consummated the Credit Agreement with SWK on April 17, 2015. Refer to Note 9 to the consolidated financial statements for further discussion. The following table summarizes the net impact to cash, debt, and equity in conjunction with the Acquisition, as of the origination date: (in thousands) Credit Agreement $ 5,000 Cash consideration (4,000 ) Net proceeds from Credit Agreement 1,000 Term Loan 5,000 Debt discount associated with SWK Warrant #1 (see Note 9) (2,656 ) Derivative liability associated with SWK Warrant #2 (see Note 9) (908 ) Net debt recorded with Acquisition 1,436 Common Stock (6,500,000 shares at $0.04 par) 260 Additional paid-in capital: issuance of shares 2,740 Additional paid-in capital: fair value of SWK Warrant #1 (see Note 9) 2,656 Net increase to APIC with Acquisition $ 5,396 The Acquisition was treated as a purchase in accordance with Accounting Standards Codification (ASC) 805, Business Combinations , which requires allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed in the transaction. The allocation of purchase price is based on management’s judgment after evaluating several factors, including a valuation assessment. The allocation of the purchase price was finalized in the first quarter of 2016 and is as follows: (in thousands) Accounts receivable, net of allowance of $2 $ 918 Inventory and other current assets 117 Fixed assets 123 Customer portal (existing technologies) 4,151 Customer relationships 2,097 Goodwill 633 Accounts payable and accrued expenses (743 ) Deferred revenue (296 ) Purchase Price $ 7,000 Intangible assets acquired include existing technology in the form of a customer-facing wellness portal and customer relationships. The fair value of the customer relationships acquired was determined using the excess earnings method under the income approach for customer relationships; and the fair value of the wellness portal software was determined using the replacement cost method. The estimated useful life for the wellness portal and customer relationships is 4 years and 8 years , respectively. Amortization is recorded on a straight-line basis over the estimated useful life of the asset. The Company recorded amortization expense as a component of cost of operations of $1.0 million and $0.7 million , respectively, and amortization expense as a component of selling, general and administrative expenses of $0.3 million and $0.2 million , respectively, during the years ended December 31, 2016 and 2015 . The goodwill of $0.6 million was recorded in the Company's single reporting unit and is deductible for tax purposes. The consolidated statement of operations for the year ended December 31, 2016 , includes revenues of $11.1 million and $9.6 million for the period from April 17, 2015 (acquisition date) to December 31, 2015 . Disclosure of the earnings contribution from AHS is not practicable, as the Company has integrated operations. The following table provides unaudited pro forma results of operations , as if the acquisition had been in effect for the full year ended December 31, 2015 : December 31, 2015 (in thousands) Pro forma revenues $ 34,996 Pro forma net loss from continuing operations $ (10,847 ) These pro forma results are based on estimates and assumptions, which the Company believes are reasonable. They are not the results that would have been realized had the Company been a combined company during the periods presented, nor are they indicative of the consolidated results of operations in future periods. The pro forma results for the year ended December 31, 2015 , includes pre-tax adjustments for amortization of intangible assets of $0.3 million and transaction costs of $0.8 million . |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation [Abstract] | |
Share-Based Compensation | Share-Based Compensation Employee Stock-Based Compensation Plans — On May 29, 2008, the Company's shareholders approved the 2008 Omnibus Employee Incentive Plan (the “2008 Plan”) providing for the grant of stock options, stock appreciation rights, non-vested stock and performance shares. The 2008 Plan provides for the issuance of an aggregate of 333,333 shares. During the years ended December 31, 2016 and 2015 , options for the purchase of 187,832 and 90,000 shares, respectively, were granted under the 2008 Plan. During the years ended December 31, 2016 and 2015 , no shares of restricted stock were granted. As of December 31, 2016 , 36,013 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 633,333 shares. During the years ended December 31, 2016 and 2015 , the Company granted a total of 166,665 and 40,000 stock awards, respectively, to non-employee members of the Board of Directors that immediately vested. During the years ended December 31, 2016 and 2015 , options for the purchase of 7,500 and 46,667 shares, respectively, were granted under the 2011 Plan. As of December 31, 2016 , 239,028 shares remain available for grant under the 2011 Plan. Effective December 31, 2015, the Company amended certain 2014 and 2015 employee award agreements to specify that any exercise of options under the agreement would be satisfied by an issuance of shares authorized under the 2008 Plan rather than the 2011 Plan. The award agreements were not amended in any other respect, and the options granted thereunder have not been amended in any respect and remain subject to their original exercise prices and vesting schedules. Options under the 2008 and 2011 Plans are granted at fair value on the date of grant, are exercisable in accordance with various vesting schedules specified in the individual grant agreements, and have contractual lives of 10 years from the date of 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: 2016 2015 Expected life (years) 4.8 4.9 Expected volatility 83 % 69 % Expected dividend yield — — Risk-free interest rate 1.4 % 1.7 % Weighted average fair value of options granted during the year $1.21 $2.70 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, 2016 : Weighted Weighted Average Average Remaining Aggregate Intrinsic Number of Shares Exercise Price Per Share Contractual Life (years) Value (in thousands) Outstanding at December 31, 2015 286,568 $6.46 Granted 195,332 $1.86 Exercised — — Forfeited and Expired (77,914 ) $4.46 Outstanding at December 31, 2016 403,986 $4.62 8.1 $0 Exercisable at December 31, 2016 196,776 $6.74 7.0 $0 There were no options exercised for the year ended December 31, 2016 , under either the 2008 or 2011 plans. For the year ended December 31, 2015 , 3,333 stock options valued with a weighted average exercise price of $6.75 were exercised under the 2008 Plan. No stock options were exercised during the year ended December 31, 2015 under the 2011 Plan. Options for the purchase of 86,736 and 56,208 shares of common stock, respectively, vested during the years ended December 31, 2016 and 2015 , and the aggregate fair value at grant date of these options was $0.3 million and $0.3 million , respectively. As of December 31, 2016 , there was approximately $0.2 million of unrecognized compensation cost related to stock options which is expected to be recognized over a weighted average period of 1.9 years. The Company recorded $0.6 million and $0.4 million , of share-based compensation expense in selling, general and administrative expenses for each of the years ended December 31, 2016 and 2015 , respectively, related to stock options, non-vested stock, and restricted stock awards. |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring Charges [Abstract] | |
Restructuring Charges | Restructuring Charges At December 31, 2016 , there was a $0.4 million liability related to the Company's obligation under a lease related to the discontinued Hooper Holmes Services operations center, which is recorded in other current and long-term liabilities in the accompanying consolidated balance sheet. Charges and adjustments recorded during the year ended December 31, 2016 , were recorded as a component of discontinued operations. At December 31, 2015 , there was a $0.7 million liability, of which $0.6 million is related to the discontinued Hooper Holmes Services operations center and $0.1 million is related to the discontinued Portamedic operations. The facility closure obligations were recorded in other current and long-term liabilities in the accompanying consolidated balance sheet. Charges and adjustments recorded during the year ended December 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 years ended December 31, 2016 and 2015 : (In thousands) December 31, 2014 Adjustments Payments December 31, 2015 Facility closure obligation $ 1,074 $ (15 ) $ (402 ) $ 657 December 31, 2015 Adjustments Payments December 31, 2016 Facility closure obligation $ 657 $ 249 $ (534 ) $ 372 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment, at cost, net, consists of the following: Estimated December 31, Useful Life (in thousands) 2016 2015 In Years Leasehold improvements $ 1,125 $ 1,386 10 Furniture, fixtures, and equipment 4,090 4,040 2 – 10 Software 3,245 3,001 1 – 7 8,460 8,427 Less: accumulated depreciation and amortization 6,700 5,656 Total $ 1,760 $ 2,771 In accordance with guidance in ASC 360, the Company assessed its property, plant and equipment and recorded impairment charges of $0.1 million at December 31, 2016 . There was no impairment for property, plant and equipment recorded at December 31, 2015 . |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The Company recorded goodwill of $0.6 million as of December 31, 2016 and 2015 . The Company performed its annual assessment of goodwill for impairment during the fourth quarter 2016, and based on the Company’s analysis of the qualitative factors in ASC 350, management identified several adverse conditions that could potentially indicate that it is more likely than not that the Company’s goodwill was impaired. Due to the Company's negative shareholders' equity as of December 31, 2016 , the Company continued directly to Step 2 of the goodwill impairment test and assigned fair values to its assets and liabilities (both recognized and unrecognized) and compared that to the equity value of the Company, with the difference resulting in the implied fair value of goodwill. The equity value of the Company was determined using the market capitalization and stock price as of the assessment date. In comparing the implied fair value of goodwill with the carrying value, the Company concluded that goodwill was no t impaired as of December 31, 2016 . There was also no impairment charges recorded for goodwill during the year ended December 31, 2015 . Intangible assets subject to amortization are amortized on a straight-line basis, with the estimated useful life for the wellness portal and customer relationships as 4 years and 8 years , respectively. Intangible assets are summarized in the table below: December 31, 2016 December 31, 2015 (in thousands) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Gross Carrying Amount Accumulated Amortization Intangible Assets, net Portal $ 4,151 $ 1,770 $ 2,381 $ 4,151 $ 732 $ 3,419 Customer relationships 2,097 447 1,650 2,097 185 1,912 Total $ 6,248 $ 2,217 $ 4,031 $ 6,248 $ 917 $ 5,331 Amortization expense for the years ended December 31, 2016 and 2015 was $1.3 million and $0.9 million , respectively. Estimated aggregate amortization expense for each of the next five years is as follows: (in thousands) Year ending December 31, 2017 $ 1,300 2018 1,300 2019 565 2020 262 2021 262 Based on the Company's recent financial performance and negative shareholders' equity, management determined a review of impairment of the Company's long-lived intangible assets was necessary during the fourth quarter 2016. The Company performed an assessment of the recoverability of the long-lived intangible assets and determined they were recoverable, and thus no impairment charge for long-lived intangible assets was required at December 31, 2016 . There were also no impairment charges for long-lived intangible assets recorded during the year ended December 31, 2015 . |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following: December 31, (in thousands) 2016 2015 Vendor-related accruals $ 540 $ 1,324 Accrued wages 762 712 Accrued interest 402 197 Accrued income and other taxes 43 25 Other — 55 Total $ 1,747 $ 2,313 Other current liabilities consisted of the following: December 31, (in thousands) 2016 2015 Legal accrual $ 450 $ 300 Reserve for unclaimed property 1,107 1,035 Restructure reserves 756 443 Deferred revenue 211 1,031 Other 97 64 Total $ 2,621 $ 2,873 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of December 31, 2016 , the Company maintained the 2016 Credit and Security Agreement and the Term Loan provided by the Credit Agreement. The following table summarizes the Company's outstanding borrowings: (in thousands) December 31, 2016 December 31, 2015 2016 Credit and Security Agreement (2013 Loan and Security Agreement as of December 31, 2015) $ 3,603 $ 3,278 Term Loan 3,676 5,000 Discount on Term Loan (1,122 ) (2,785 ) Unamortized debt issuance costs related to Term Loan (336 ) (163 ) Total debt 5,821 5,330 Short-term portion (5,821 ) (5,330 ) Total long-term debt, net $ — $ — The following table summarizes the components of interest expense for the years ended December 31, 2016 and 2015 : (in thousands) December 31, 2016 December 31, 2015 Interest expense on Term Loan (effective interest rate at December 31, 2016 and 2015 was 15%) $ 658 $ 529 Interest expense on 2013 Loan and Security Agreement 48 94 Interest expense on 2016 Credit and Security Agreement 311 — Accretion of termination fees (over term of Term Loan at rate of 8%) 187 88 Amortization of debt issuance costs 362 385 Write-off of debt issuance costs related to 2013 Loan and Security Agreement 282 — Amortization of debt discount associated with SWK Warrants #1 and #2 (defined below) 1,663 780 Mark to market of SWK Warrant #2 (defined below) 59 (80 ) Total $ 3,570 $ 1,796 2013 Loan and Security Agreement Prior to April 29, 2016, the Company maintained a loan and security agreement (the “2013 Loan and Security Agreement”) with ACF FinCo I LP ("ACF"), the assignee of Keltic Financial Partners II, LP, which was scheduled to expire on February 28, 2019. On April 29, 2016, in conjunction with entering into a new three year 2016 Credit and Security Agreement with SCM, the Company terminated the 2013 Loan and Security Agreement with ACF. An early termination fee of $0.1 million , approximately $0.03 million of legal fees, and approximately $0.1 million of other ordinary course fees were accelerated due to the termination of the 2013 Loan and Security Agreement and were rolled into the opening outstanding borrowings under the 2016 Credit and Security Agreement with SCM along with $2.6 million of remaining borrowings from the 2013 Loan and Security Agreement. The corresponding expenses are reflected in transaction costs in the consolidated statement of operations during the year ended December 31, 2016 . In addition, approximately $0.3 million of unamortized debt issuance costs related to the 2013 Loan and Security Agreement were written off and recorded in interest expense in the consolidated statement of operations during the year ended December 31, 2016 . 2016 Credit and Security Agreement On April 29, 2016, the Company entered into the 2016 Credit and Security Agreement with SCM, as amended on August 15, 2016, and November 15, 2016. The 2016 Credit and Security Agreement provides the Company with a revolving credit facility, the proceeds of which are to be used for general working capital purposes and capital expenditures. The 2016 Credit and Security Agreement replaced the 2013 Loan and Security Agreement, eliminating the requirement of the Company to issue SWK Warrant #2 (as defined below) for the purchase of common stock valued at $1.25 million to SWK, the holder of the Company’s Credit Agreement. Under the terms of the 2016 Credit and Security Agreement, SCM makes cash advances to the Company in an aggregate principal at any one time outstanding not to exceed $7 million , subject to certain loan balance limits based on the value of the Company’s eligible collateral (the “Revolving Loan Commitment Amount”). The 2016 Credit and Security Agreement has a term of three years , expiring on April 29, 2019. As of December 31, 2016 , the Company had $3.6 million of outstanding borrowings under the 2016 Credit and Security Agreement with unused borrowing capacity of $0.1 million . As of February 28, 2017 , the Company had $3.1 million of outstanding borrowings, with unused borrowing capacity of $0.2 million . Any borrowings on the unused borrowing capacity are at the discretion of SCM. Borrowings under the 2016 Credit and Security Agreement bear interest at a fluctuating rate that when annualized is equal to the Prime Rate plus 5.5% , subject to increase in the event of a default. The Company paid SCM a $0.1 million facility fee, and monthly, SCM will receive an unused line fee equal to one-half of one percent ( 0.5% ) per annum of the difference derived by subtracting (i) the greater of (x) the average daily outstanding balance under the Revolving Facility during the preceding month and (y) the Minimum Balance, from (ii) the Revolving Loan Commitment Amount and also a collateral management fee equal to one-half of one percent ( 0.5% ) per annum of the Revolving Loan Commitment Amount. As of December 31, 2016 , the remaining balance in debt issuance costs recorded in Other Assets on the consolidated balance sheet was $0.3 million . Borrowings under the Agreement are secured by a security interest in all existing and after-acquired property of the Company, including, but not limited to, its receivables (which are subject to a lockbox account arrangement), inventory, and equipment. On November 15, 2016, the Company entered into the Second Amendment to Credit and Security Agreement (the “Second Amendment”) with SCM. The Second Amendment cured the default reported in the Company’s Form 10-Q for the quarter ended September 30, 2016, by revising the minimum adjusted EBITDA covenant in the 2016 Credit and Security Agreement. In addition, the Second Amendment revised the minimum adjusted EBITDA and aggregate revenue covenants going forward. Noncompliance with these covenants constitutes an event of default. Minimum aggregate revenue must not be less than $34.0 million for the twelve months ending December 31, 2016, $41.0 million for the twelve months ending March 31, 2017, and $42.0 million for the twelve months ending each fiscal quarter thereafter. Adjusted EBITDA must not be less than negative $3.5 million for the twelve months ending December 31, 2016, $0.5 million for the twelve months ending March 31, 2017, $0.9 million for the twelve months ending June 30, 2017, and $2.5 million for the twelve months ending each fiscal quarter thereafter. In addition, consolidated unencumbered liquid assets must not be less than $0.5 million on the last day of the fiscal quarter ending December 31, 2016, and $0.75 million on the last day of any fiscal quarter thereafter. The Company was in compliance with the covenants under the Second Amendment as of December 31, 2016 . If the Company is unable to comply with financial covenants in the future and in the event that the Company was unable to modify the covenants, find new or additional lenders, or raise additional equity, it would be considered in default, which would then enable the lenders to accelerate the repayment of all amounts outstanding and exercise remedies with respect to collateral, which would have a material adverse impact on the Company's business. Credit Agreement In order to fund the Acquisition, the Company entered into the Credit Agreement with SWK on April 17, 2015, as amended on February 25, 2016, March 28, 2016, August 15, 2016, and November 15, 2016. 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 3 to the consolidated financial statements and general corporate purposes. The Company paid SWK 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 commenced in February 2016, and the maximum aggregate revenue-based principal payment is capped at $0.6 million per quarter. On August 15, 2016, the Company entered into the Third Amendment to Credit Agreement and Limited Waiver and Forbearance (the “Third Amendment”) which, among other things, waived the August 2016 revenue-based principal payment. On November 15, 2016, the Company entered into the Fourth Amendment to Credit Agreement (the "Fourth Amendment") which revised the November 2016 payment such that the maximum principal portion of the aggregate revenue-based payment is capped at $0.4 million and revised the debt covenants (see below for further information on the covenants). The Company evaluated the application of ASC 470-50 and ASC 470-60 for both the Third and Fourth Amendments and concluded that the revised terms did not constitute troubled debt restructurings, and the amendments were accounted for as debt modifications rather than debt extinguishments. During the year ended December 31, 2016 , the Company made principal payments to SWK of $1.3 million , and paid approximately $0.5 million of interest. The outstanding principal balance under the Credit Agreement bears 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 is 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 Company is recognizing the exit fee over the term of the Term Loan through an accretion accrual to interest expense using the effective interest method. 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 2016 Credit and Security Agreement and the Company fails to make payments to SCM when due or if SCM is entitled to accelerate the maturity of debt in response to a default situation under the 2016 Credit and Security Agreement, which may include violation of any financial covenants. As security for payment and other obligations under the 2016 Credit and Security Agreement, SCM 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 holds a security interest for final and indefeasible payment. The security interest held by SWK is in substantially all of the Company's assets and the Company's subsidiaries. In connection with the execution of the Credit Agreement, the Company issued SWK a warrant (the "SWK Warrant #1") to purchase 543,479 shares of the Company’s common stock. As part of the conditions in the Third Amendment, the Company modified the exercise price of the SWK Warrant #1 to $1.30 per share, recording the change in fair value of the SWK Warrant #1 of $0.3 million in accumulated paid-in capital in the consolidated balance sheet. The SWK Warrant #1 is exercisable after October 17, 2015, and up to and including April 17, 2022. The SWK Warrant #1 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. The warrant was considered equity classified, and as such, the Company allocated the proceeds from the Term Loan to the warrant using the relative fair value method. Further, pursuant to the Credit Agreement, if the 2013 Loan and Security Agreement was not repaid in full and terminated, and all liens securing the 2013 Loan and Security Agreement were not released, on or prior to April 30, 2016, as amended in the First Amendment to the Credit Agreement dated February 25, 2016, the Company agreed to issue an additional warrant (the “SWK Warrant #2”) to SWK to purchase common stock valued at $1.25 million , with an exercise price of the closing price on April 30, 2016. In accordance with the relevant accounting guidance, the SWK Warrant #2 was determined to be an embedded derivative. The fair value of both of the SWK warrants at the inception of the Credit Agreement of approximately $3.6 million was recorded as a debt discount, and is being amortized through interest expense over the term of the Credit Agreement using the effective interest method. The Company valued both warrants using the Black-Scholes pricing model, which utilizes Level 3 Inputs. For the SWK Warrant #1, the Company utilized volatility of 85.0% , a risk-free rate of 1.4% , dividend rate of zero , and term of 7 years, which is consistent with the exercise period of the Warrant. For the SWK Warrant #2, the Company utilized volatility of 80.0% , a risk-free rate of 2.1% , dividend rate of zero , and term of 7 years, which is consistent with the exercise period of the warrant. The requirement of the Company to issue the SWK Warrant #2 was eliminated when the Company entered into the 2016 Credit and Security Agreement with SCM, which is discussed further above. Accordingly, during the year ended December 31, 2016 , the Company recorded $0.9 million in other income in the consolidated statement of operations related to the write-off of the derivative liability associated with the SWK Warrant #2. On March 28, 2016, the Company entered into the Second Amendment to the Credit Agreement (the "Second Amendment") which required the Company to issue shares of its common stock, $0.04 par value, with a value of $0.1 million to SWK, which the Company issued during the first quarter of 2016 and recorded as debt issuance costs as a direct deduction to short-term debt on the consolidated balance sheet as of December 31, 2016 . The Fourth Amendment cured the default reported in the Company’s Form 10-Q for the quarter ended September 30, 2016, by providing a waiver of the Company's noncompliance with the minimum adjusted EBITDA covenant in the Credit Agreement. In addition, the Fourth Amendment revised the minimum adjusted EBITDA and aggregate revenue covenants going forward. Noncompliance with these covenants constitutes an event of default. Minimum aggregate revenue must not be less than $34.0 million for the twelve months ending December 31, 2016, $41.0 million for the twelve months ending March 31, 2017, and $42.0 million for the twelve months ending each fiscal quarter thereafter. Adjusted EBITDA must not be less than negative $3.5 million for the twelve months ending December 31, 2016, $0.5 million for the twelve months ending March 31, 2017, $0.9 million for the twelve months ending June 30, 2017, and $2.5 million for the twelve months ending each fiscal quarter thereafter. In addition, consolidated unencumbered liquid assets must not be less than $0.5 million on the last day of the fiscal quarter ending December 31, 2016, and $0.75 million on the last day of any fiscal quarter thereafter. The Company was in compliance with the covenants under the Fourth Amendment as of December 31, 2016 . If the Company is unable to comply with financial covenants in the future and in the event that the Company was unable to modify the covenants, find new or additional lenders, or raise additional equity, it would be considered in default, which would then enable the lenders to accelerate the repayment of all amounts outstanding and exercise remedies with respect to collateral, which would have a material adverse impact on the Company's business. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease obligations The Company leases its corporate headquarters in Olathe, Kansas under an operating lease which expires in 2018 . As of December 31, 2016, the Company was in default on two leased properties assigned to the Company through the Acquisition in Des Moines, IA and Indianapolis, IN under operating leases which also expire in 2018. The Company determined that neither lease were necessary for its operations, so the Company is working with the Des Moines and Indianapolis landlords to terminate both leases on mutually acceptable terms. The Company also leases vehicles, copiers, and other miscellaneous office equipment. These leases expire at various times through 2019 . The Company is obligated, and in default as of December 31, 2016, under a lease related to the discontinued Hooper Holmes Services operations center through 2018 and has ceased use of this facility. The Company has recorded a facility closure obligation of $0.4 million as of December 31, 2016 , related to this lease, which is recorded in other current and long-term liabilities in the consolidated balance sheet. The Company has subleased out part of this space and is also working with this landlord to terminate the lease on mutually acceptable terms. 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, 2016 , and includes leases from both continuing and discontinued operations, as described above. This table does not reflect any changes related to the lease negotiations noted above. (in thousands) Year ending December 31, Operating 2017 $ 1,743 2018 1,278 2019 4 2020 — 2021 — Thereafter — Total minimum lease payments $ 3,025 Estimated sublease payments (not included in minimum lease payments) (633 ) $ 2,392 Rental expense under operating leases of continuing operations totaled $1.2 million and $1.1 million in 2016 and 2015 , respectively. Employment obligations 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. The Company incurred certain severance and other costs related to its ongoing initiatives to increase the flexibility of its cost structure that were recorded in selling, general, and administrative expenses, and at December 31, 2016 , the Company recorded a $0.3 million liability related to these initiatives in other current liabilities in the accompanying consolidated balance sheet. Legal contingencies and obligations The Company, in the normal course of business, is a party to various claims and other legal proceedings. In the opinion of management, the Company has legal defenses and/or insurance coverage (subject to deductibles) with respect to all of its pending legal actions. If management believes that a material loss not covered by insurance arising from these actions is probable and can reasonably be estimated, the Company may record the amount of the estimated loss or, if a loss cannot be estimated but the minimum liability may be estimated using a range and no point is more probable than another, the Company may record the minimum estimated liability. As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary. Management believes that the ultimate outcome of all pending legal actions, individually and in the aggregate, will not have a material adverse effect on the Company's financial position that is inconsistent with its loss reserves or on its overall trends in results of operations. However, litigation and claims are subject to inherent uncertainties and unfavorable outcomes can occur that exceed any amounts reserved for such losses. If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operations in the period in which the outcome occurs or in future periods. On August 5, 2016, the Company agreed to a settlement of $0.45 million related to a lawsuit involving the former Portamedic service line for which the Company retained liability. Accordingly, as of December 31, 2016 and 2015 , the Company has recorded a liability of $0.45 million and $0.3 million , respectively, related to this matter. The litigation accrual for all periods was included in the other current liabilities line item on the accompanying consolidated balance sheet. The additional expense of $0.15 million recorded during the year ended December 31, 2016 , was included in the discontinued operations line item on the consolidated statements of operations. The claim is not covered by insurance, and the Company incurred legal costs to defend the litigation which are also recorded in discontinued operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the income tax provision are as follows: (in thousands) 2016 2015 Federal - current $ — $ — State and local - current 16 12 Federal - deferred 8 6 State and local - deferred 1 1 Total income tax expense $ 25 $ 19 The following reconciles the “statutory” federal income tax rate to the effective income tax rate: 2016 2015 Computed "expected" income tax benefit (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 Other — — Effective income tax rate — % — % The tax effects of temporary differences that give rise to the deferred tax assets and liabilities at December 31, 2016 and 2015 are as follows: (in thousands) 2016 2015 Deferred income tax assets: Receivable allowance $ 17 $ 43 Accumulated depreciation 371 214 Restructuring accrual 454 376 Intangible assets 813 484 Compensation expense 634 417 Federal net operating loss carryforward 61,688 58,532 State net operating loss carryforward 5,736 6,040 Accrued expenses 160 344 Deferred rent 57 102 Deferred revenue 83 343 Interest 180 — Other 10 43 Gross deferred income tax assets $ 70,203 $ 66,938 Valuation allowance (70,203 ) (66,929 ) $ — $ 9 Deferred income tax liabilities: Interest $ — $ (9 ) Goodwill (16 ) (7 ) Gross deferred income tax liabilities (16 ) (16 ) Net deferred income tax assets $ (16 ) $ (7 ) 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, 2016 and 2015 , with the exception of deferred income tax on the liabilities of certain indefinite-lived intangibles. There was no current federal tax expense recorded in the years ended December 31, 2016 and 2015 . The current state tax expense recorded for the years ended December 31, 2016 and 2015 reflects a state tax liability to one state. Deferred tax expense is recorded as of December 31, 2016 and 2015 . The tax years 2013 through 2016 may be subject to federal examination and assessment. Tax years from 2008 through 2012 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 2012 through 2016, depending on state tax statute of limitations. As of December 31, 2016 , the Company had U.S. federal and state net operating loss carryforwards of approximately $176.2 million and $143.0 million , respectively. The net operating loss carryforwards, if not utilized, will expire in the years 2017 through 2036. No tax benefit has been reported since a full valuation allowance offsets these tax attributes. However, limitations could apply upon the release of the valuation allowance. Since the Company had changes in ownership during 2015 and continuing into 2016, additional limitations under IRC Section 382 of the Internal Revenue Code of 1986 may apply to the future utilization of certain tax attributes including net operating loss (“NOL”) carryforwards, other tax carryforwards, and certain built-in losses. Limitations on future net operating losses apply when a greater than 50% ownership change occurs under the rules of IRC Section 382. The Company has not had a formal study completed with respect to IRC Section 382, but the Company did complete its own analysis and determined that there has not been a greater than 50% change in ownership as of December 31, 2016 . However, if the merger discussed in Note 15 to the consolidated financial statements is approved, the Company has determined that it is more likely than not that a greater than 50% change in ownership may occur by May 2017. If confirmed, the allowance of future net operating losses will be limited to the market capitalization value multiplied by the “long-term tax-exempt rate” for the month in which the ownership change takes place. It is estimated that the Company would be limited to approximately $0.2 million of NOL per year, and due to expiring net operating loss provisions, the Company has estimated it would be unable to utilize approximately $172.7 million and $140.0 million of remaining federal and state net operating losses, respectively, in the future. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | Common Stock The 2016 Credit and Security Agreement prohibits the Company from repurchasing or retiring shares of its common stock and paying dividends (see Note 9 to the consolidated financial statements). The Company did not repurchase any shares of its common stock in 2016 and 2015 . The Company did retire its treasury stock in the amount of $0.1 million in connection with the reverse stock split discussed in Note 1 to the consolidated financial statements. Refer to Note 2 to the consolidated financials for discussion of issuance of common stock and warrants during the year ended December 31, 2016. |
401(k) Savings and Retirement P
401(k) Savings and Retirement Plan | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015 . The Company’s common stock is not an investment option to employees participating in the 401(k) Plan. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company determines the fair value measurements used in our consolidated financial statements based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: • Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. • Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. • Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company estimated the fair value of the Term Loan and the derivative liability using Level 3 valuation techniques. The estimated fair value of the Term Loan was determined by discounting future projected cash flows using a discount rate commensurate with the risks involved and by using the Black-Scholes valuation model, while the estimated fair value of the derivative liability was determined using the Black-Scholes valuation model. December 31, 2016 December 31, 2015 (in thousands) Face Value Fair Value Carrying Amount Face Value Fair Value Carrying Amount Term Loan $ 5,000 $ 4,865 $ 2,218 $ 5,000 $ 3,837 $ 2,052 Derivative liability $ — $ — $ — $ 1,250 $ 828 $ 828 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On March 7, 2017, the Company signed a merger agreement with Piper Merger Corp., Provant Health Solutions, LLC ("Provant"), and Wellness Holdings, LLC (the "Merger Agreement" or the "Merger"). As Merger consideration, the Company will issue a number of shares equal to its total number of shares of common stock outstanding, less shares issued to fulfill the SWK Equity Requirement (as defined below) (the “Merger Shares”), to the Provant equity holders (the “ Former Provant Owners”). The Company expects to issue 10,448,849 million Merger Shares. At the closing of the Merger, which is conditioned on shareholder approval of the issuance of the Merger Shares, it is anticipated that the Former Provant Owners will hold approximately 48% of the Company’s approximately 26.4 million outstanding shares of common stock, including shares issued to fulfill the SWK Equity Requirement. The Company has received commitment letters for financing to support the Merger and provide working capital to the Company. Upon closing of the Merger, the Company's Term Loan balance with SWK will increase from $3.7 million to $6.5 million . Principal repayments will start in the first quarter of 2019. In addition, SWK has agreed to provide a $2.0 million seasonal revolving credit facility, which will be guaranteed by one of the Former Provant Owners. The Company's revolving credit facility with SCM will be expanded from $7.0 million to $10.0 million with an accordion to $15.0 million during high-volume months. Additionally, as a condition to increasing the Term Loan balance, SWK has required the Company to raise $3.5 million of new equity ("SWK Equity Requirement"). To meet this requirement, the Company is presently conducting a private offering (the “2017 Private Offering”) for up to 2.0 million shares of the Company's common stock, $0.04 par value, at a price of $0.80 plus one-half warrant per share. The warrants have a strike price of $1.35 per share and are exercisable for a period of four years from the date of issuance but are not exercisable during the first six months after closing of the 2017 Private Offering. As of March 8, 2017, the Company has issued 1,712,500 shares and 856,250 warrants in the 2017 Private Offering for proceeds of approximately $1.4 million . The Private Offering Warrants issued in 2016 were canceled as part of the 2017 Private Offering. The Former Provant Owners have agreed to match up to $1.75 million of new equity raised by the Company at the closing of the Merger. Upon closing of the Merger, Henry Dubois and Steven Balthazor will continue to serve as Chief Executive Officer and Chief Financial Officer, respectively, of the Company. Provant’s Chief Executive Officer, Heather Provino, will serve as Chief Strategy Officer of the Company, and Mark Clermont, Provant’s President, will serve as President and Chief Operating Officer of the Company. The Board of Directors will consist of seven members, three of which will be current Company directors (the “Continuing Directors”), three of which will be chosen by the Former Provant Owners and one of which will be an independent director jointly nominated by the Continuing Directors and Former Provant Owners. Initially, the independent director will be the director who currently chairs the Company’s audit committee. The Company will continue to trade under the HH stock symbol. The Company will have two major locations in Olathe, Kansas and East Greenwich, Rhode Island. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | Hooper Holmes, Inc Valuation and Qualifying Accounts For the Two Years Ended December 31, 2016 (In thousands) Description Balance at Beginning of Period Additions Charged to Revenues and Expenses Deductions (1) Balance at End of Period Year ended December 31, 2016 Reserves and allowances Accounts receivable allowance $ 112 $ 75 $ (144 ) $ 43 Year ended December 31, 2015 Reserves and allowances Accounts receivable allowance $ 87 $ 74 $ (49 ) $ 112 (1) Represents accounts receivable write-offs, net of recoveries and reserve reductions credited to revenue. |
Description of the Business, 23
Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The Company operates under one reporting segment. The Company's screening services are subject to some seasonality, with the second quarter revenues typically dropping below other quarters. Third and fourth quarter revenues are typically the Company’s strongest quarters due to increased demand for screenings from mid-August through November related to annual benefit renewal cycles. The Company's health and wellness service operations are more constant, though there are some variations due to the timing of the health coaching programs, which are billed per participant and typically start shortly after the conclusion of onsite screening events. In addition to its screening and health and wellness services, the Company generates ancillary revenue through the assembly of medical kits for sale to third parties. Basis of Presentation The accompanying 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. |
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, valuation of goodwill and other intangible assets, 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. |
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. Customer contracts state that we can charge interest but historically the Company has not. 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 historical losses and the 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. |
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 expense 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 Including Other Intangible Assets | Long-Lived Assets Including Other Intangible Assets Long-lived assets are reviewed for impairment when events or 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 asset to future undiscounted net cash flows expected to be generated by the asset group. 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. Some of the key assumptions utilized in determining future projected cash flows include estimated growth rates, expected future sales, and estimated costs. |
Goodwill | Goodwill Goodwill is accounted for under the provisions of ASC 350, Intangibles – Goodwill and Other. As the Company manages and operates its business as a single operating segment and, therefore, with a single reportable segment, all goodwill is assigned to the Company’s lone reporting unit. Goodwill is subject to at least an annual impairment assessment or more frequently if circumstances indicate that impairment is likely. Any one event or a combination of events such as change in the business climate, a negative change in relationships with significant customers and changes to strategic decisions, including decisions to expand made in response to economic or competitive conditions could require an interim assessment prior to the next required annual assessment. |
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. |
Revenue Recognition | Revenue Recognition Revenue is recognized for screening services when the screening is completed and the results are delivered to our customers. Revenue for wellness portal services are recognized on a per eligible member, per month basis, while revenue from wellness coaching services are recognized as services are performed. Revenue for kit assembly is recorded upon completion of the kit. 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 have occurred, and the ability to collect must be reasonably assured. For contracts with multiple elements, the Company allocates consideration to the identified units of accounting based on the relative selling price hierarchy set forth in the relevant accounting guidance. The Company determines the selling price for each deliverable using vendor-specific objective evidence ("VSOE") of selling price or third-party evidence ("TPE") of selling price, if it exists. If neither VSOE nor TPE of selling price exist for a deliverable, the Company uses its best estimate of selling price ("BESP") for that deliverable. The Company estimates BESP for a deliverable by considering company-specific factors such as pricing strategies and direct product and other costs. 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. Management regularly assesses the financial condition of our customers, the markets in which these customers participate as well as historical trends relating to customer deductions and adjusts the allowance for doubtful accounts based on this review. If the financial condition of our customers were to deteriorate, resulting in their inability to make payments, the Company's ability to collect on accounts receivable could be negatively impacted, in which case additional allowances may be required. The Company must make management judgments and estimates in determining allowances for doubtful accounts in any accounting period. One uncertainty inherent in the Company's analysis is whether our past experience will be indicative of future periods. Adverse changes in general economic conditions could affect our allowance estimates, collection of accounts receivable, cash flows and results of operations. |
Share-Based Compensation | Share-Based Compensation The Company recognizes all share-based compensation to employees, directors, and consultants, including grants of stock options and restricted stock, in the consolidated financial statements as compensation cost based on their fair value on the date of grant, in accordance with ASC 718, Compensation-Stock Compensation. This compensation cost is recognized over the vesting period on a straight-line basis for the fair value of awards expected to vest. |
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 per Share | Loss per Share Basic loss per share equals net loss divided by the weighted average common shares outstanding during the period. Diluted loss per share equals net loss divided by the sum of the weighted average common shares outstanding during the period plus dilutive common stock equivalents. |
Reclassifications | Reclassifications The Company adopted the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" in the first quarter of 2016. The retrospective application of the new standard resulted in a $0.2 million reduction to both noncurrent assets and current liabilities as of December 31, 2015. The debt issuance costs associated with the revolving credit facilities remain classified in noncurrent assets in accordance with ASU 2015-15, "Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements". This reclassification had no impact on the Company's results of operations. During the third quarter of 2016, the Company elected to update the presentation of its consolidated balance sheet by adding an other current liabilities category and reclassifying certain liabilities such as reserve for unclaimed property, restructure reserves, and legal accrual into this new category in the consolidated balance sheet. The Company believes this provides a more useful and informative presentation of the Company's current liabilities and liquidity. Prior period comparatives have been reclassified to conform to the revised presentation. This reclassification had no impact on the Company's results of operations. |
New Accounting Pronouncements | Recent Accounting Pronouncements 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 2018, with early adoption permitted as of the original effective date or first quarter of 2017. The Company is currently evaluating the effect that ASU 2014-09 will have on the consolidated financial statements and related disclosures. In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern" (ASC 205-40, Presentation of Financial Statements - Going Concern). This ASU requires management to assess and evaluate whether conditions or events exist, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the financial statements issue date. This standard is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter; early adoption is permitted. The Company adopted this guidance during the fourth quarter of 2016. See Note 2 to the consolidated financial statements for the results of management’s assessment of its ability to continue as a going concern. In April 2015, the FASB issued ASU 2015-03, 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 adopted the provisions of ASU 2015-03 in the first quarter of 2016. The retrospective application of the new standard resulted in a $0.2 million reduction to both noncurrent assets and current liabilities as of December 31, 2015. The debt issuance costs associated with the revolving credit facilities remain classified in noncurrent assets in accordance with ASU 2015-15. In July 2015, the FASB issued ASU 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory", which changes the measurement basis for inventory from the lower of cost or market to lower of cost and net realizable value and also eliminates the requirement for companies to consider replacement cost or net realizable value less an approximate normal profit margin when determining the recorded value of inventory. The standard is effective for public companies in fiscal years beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2015-11 will have on its consolidated financial position, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, "Leases", which is intended to improve financial reporting about leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on its consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting (Topic 718)", which is intended to simplify the accounting for share-based compensation. This standard simplifies the accounting for income taxes in relation to share-based compensation, modifies the accounting for forfeitures, and modifies the statutory tax withholding requirements. This standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-09 will have on its consolidated financial position, results of operations or cash flows. In January 2017, the FASB issued ASU 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment", which is intended to simplify goodwill impairment testing by eliminating the second step of the analysis under which the implied fair value of goodwill is determined as if the reporting unit were being acquired in a business combination. The update instead requires entities to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for any amount by which the carrying amount exceeds the reporting unit’s fair value, to the extent that the loss recognized does not exceed the amount of goodwill allocated to that reporting unit. The standard is effective, prospectively, for public companies in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2017-04 will have on its consolidated financial position, results of operations or cash flows. |
Fair Value Measurements | Fair Value Measurements The Company determines the fair value measurements used in our consolidated financial statements based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: • Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. • Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. • Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Net Impact to Cash for the Proceeds of Credit Agreement | The following table summarizes the net impact to cash, debt, and equity in conjunction with the Acquisition, as of the origination date: (in thousands) Credit Agreement $ 5,000 Cash consideration (4,000 ) Net proceeds from Credit Agreement 1,000 Term Loan 5,000 Debt discount associated with SWK Warrant #1 (see Note 9) (2,656 ) Derivative liability associated with SWK Warrant #2 (see Note 9) (908 ) Net debt recorded with Acquisition 1,436 Common Stock (6,500,000 shares at $0.04 par) 260 Additional paid-in capital: issuance of shares 2,740 Additional paid-in capital: fair value of SWK Warrant #1 (see Note 9) 2,656 Net increase to APIC with Acquisition $ 5,396 |
Preliminary Allocation of Purchase Price | The allocation of the purchase price was finalized in the first quarter of 2016 and is as follows: (in thousands) Accounts receivable, net of allowance of $2 $ 918 Inventory and other current assets 117 Fixed assets 123 Customer portal (existing technologies) 4,151 Customer relationships 2,097 Goodwill 633 Accounts payable and accrued expenses (743 ) Deferred revenue (296 ) Purchase Price $ 7,000 |
Business Acquisition, Pro Forma Information | The following table provides unaudited pro forma results of operations , as if the acquisition had been in effect for the full year ended December 31, 2015 : December 31, 2015 (in thousands) Pro forma revenues $ 34,996 Pro forma net loss from continuing operations $ (10,847 ) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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: 2016 2015 Expected life (years) 4.8 4.9 Expected volatility 83 % 69 % Expected dividend yield — — Risk-free interest rate 1.4 % 1.7 % Weighted average fair value of options granted during the year $1.21 $2.70 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option activity for the year ended December 31, 2016 : Weighted Weighted Average Average Remaining Aggregate Intrinsic Number of Shares Exercise Price Per Share Contractual Life (years) Value (in thousands) Outstanding at December 31, 2015 286,568 $6.46 Granted 195,332 $1.86 Exercised — — Forfeited and Expired (77,914 ) $4.46 Outstanding at December 31, 2016 403,986 $4.62 8.1 $0 Exercisable at December 31, 2016 196,776 $6.74 7.0 $0 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring Charges [Abstract] | |
Schedule of Restructuring and Related Costs | The following table provides a summary of the activity in the restructure accrual for the years ended December 31, 2016 and 2015 : (In thousands) December 31, 2014 Adjustments Payments December 31, 2015 Facility closure obligation $ 1,074 $ (15 ) $ (402 ) $ 657 December 31, 2015 Adjustments Payments December 31, 2016 Facility closure obligation $ 657 $ 249 $ (534 ) $ 372 |
Property, Plant and Equipment27
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, plant and equipment, at cost, net, consists of the following: Estimated December 31, Useful Life (in thousands) 2016 2015 In Years Leasehold improvements $ 1,125 $ 1,386 10 Furniture, fixtures, and equipment 4,090 4,040 2 – 10 Software 3,245 3,001 1 – 7 8,460 8,427 Less: accumulated depreciation and amortization 6,700 5,656 Total $ 1,760 $ 2,771 |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets are summarized in the table below: December 31, 2016 December 31, 2015 (in thousands) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Gross Carrying Amount Accumulated Amortization Intangible Assets, net Portal $ 4,151 $ 1,770 $ 2,381 $ 4,151 $ 732 $ 3,419 Customer relationships 2,097 447 1,650 2,097 185 1,912 Total $ 6,248 $ 2,217 $ 4,031 $ 6,248 $ 917 $ 5,331 |
Schedule of Estimated Aggregate Amortization Expense | Estimated aggregate amortization expense for each of the next five years is as follows: (in thousands) Year ending December 31, 2017 $ 1,300 2018 1,300 2019 565 2020 262 2021 262 |
Accrued Expenses and Other Cu29
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following: December 31, (in thousands) 2016 2015 Vendor-related accruals $ 540 $ 1,324 Accrued wages 762 712 Accrued interest 402 197 Accrued income and other taxes 43 25 Other — 55 Total $ 1,747 $ 2,313 |
Other Current Liabilities | Other current liabilities consisted of the following: December 31, (in thousands) 2016 2015 Legal accrual $ 450 $ 300 Reserve for unclaimed property 1,107 1,035 Restructure reserves 756 443 Deferred revenue 211 1,031 Other 97 64 Total $ 2,621 $ 2,873 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Borrowings | The following table summarizes the Company's outstanding borrowings: (in thousands) December 31, 2016 December 31, 2015 2016 Credit and Security Agreement (2013 Loan and Security Agreement as of December 31, 2015) $ 3,603 $ 3,278 Term Loan 3,676 5,000 Discount on Term Loan (1,122 ) (2,785 ) Unamortized debt issuance costs related to Term Loan (336 ) (163 ) Total debt 5,821 5,330 Short-term portion (5,821 ) (5,330 ) Total long-term debt, net $ — $ — |
Schedule of Components of Interest Expense | The following table summarizes the components of interest expense for the years ended December 31, 2016 and 2015 : (in thousands) December 31, 2016 December 31, 2015 Interest expense on Term Loan (effective interest rate at December 31, 2016 and 2015 was 15%) $ 658 $ 529 Interest expense on 2013 Loan and Security Agreement 48 94 Interest expense on 2016 Credit and Security Agreement 311 — Accretion of termination fees (over term of Term Loan at rate of 8%) 187 88 Amortization of debt issuance costs 362 385 Write-off of debt issuance costs related to 2013 Loan and Security Agreement 282 — Amortization of debt discount associated with SWK Warrants #1 and #2 (defined below) 1,663 780 Mark to market of SWK Warrant #2 (defined below) 59 (80 ) Total $ 3,570 $ 1,796 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Payments for Operating 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, 2016 , and includes leases from both continuing and discontinued operations, as described above. This table does not reflect any changes related to the lease negotiations noted above. (in thousands) Year ending December 31, Operating 2017 $ 1,743 2018 1,278 2019 4 2020 — 2021 — Thereafter — Total minimum lease payments $ 3,025 Estimated sublease payments (not included in minimum lease payments) (633 ) $ 2,392 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The components of the income tax provision are as follows: (in thousands) 2016 2015 Federal - current $ — $ — State and local - current 16 12 Federal - deferred 8 6 State and local - deferred 1 1 Total income tax expense $ 25 $ 19 |
Schedule of Effective Income Tax Rate Reconciliation | The following reconciles the “statutory” federal income tax rate to the effective income tax rate: 2016 2015 Computed "expected" income tax benefit (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 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, 2016 and 2015 are as follows: (in thousands) 2016 2015 Deferred income tax assets: Receivable allowance $ 17 $ 43 Accumulated depreciation 371 214 Restructuring accrual 454 376 Intangible assets 813 484 Compensation expense 634 417 Federal net operating loss carryforward 61,688 58,532 State net operating loss carryforward 5,736 6,040 Accrued expenses 160 344 Deferred rent 57 102 Deferred revenue 83 343 Interest 180 — Other 10 43 Gross deferred income tax assets $ 70,203 $ 66,938 Valuation allowance (70,203 ) (66,929 ) $ — $ 9 Deferred income tax liabilities: Interest $ — $ (9 ) Goodwill (16 ) (7 ) Gross deferred income tax liabilities (16 ) (16 ) Net deferred income tax assets $ (16 ) $ (7 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair value of derivative liability | December 31, 2016 December 31, 2015 (in thousands) Face Value Fair Value Carrying Amount Face Value Fair Value Carrying Amount Term Loan $ 5,000 $ 4,865 $ 2,218 $ 5,000 $ 3,837 $ 2,052 Derivative liability $ — $ — $ — $ 1,250 $ 828 $ 828 |
Description of the Business, 34
Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Millions | Jun. 15, 2016$ / sharesshares | Dec. 31, 2016USD ($)segment$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares |
Accounting Policies [Abstract] | |||
Number of reporting segments | segment | 1 | ||
Reverse stock split conversion ratio | 0.0667 | ||
Common stock, shares authorized (shares) | shares | 240,000,000 | 240,000,000 | 240,000,000 |
Common stock, par value (usd per share) | $ / shares | $ 0.04 | $ 0.04 | $ 0.04 |
Inventory, finished goods | $ 0.7 | $ 0.4 | |
Inventory, components | 0.4 | 0.3 | |
Deferred rent | $ 0.1 | $ 0.2 |
Description of the Business, 35
Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies - (Loss) per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of shares outstanding, basic and diluted (shares) | 368,703 | 277,980 |
SWK Warrant 1 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of securities called by warrants issued (shares) | 543,479 | |
Number of securities called by warrants outstanding (shares) | 543,479 | |
Private Placement [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of securities called by warrants issued (shares) | 1,388,889 | |
Number of securities called by warrants outstanding (shares) | 1,388,889 |
Description of the Business, 36
Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Customer Concentration Risk [Member] - customer | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Number of major customers | 2 | 2 |
Concentration risk, percentage | 40.00% | 34.00% |
Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Number of major customers | 2 | 2 |
Concentration risk, percentage | 30.00% | 30.00% |
Description of the Business, 37
Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies - Reclassifications (Details) - ASU 2015-03 $ in Millions | Dec. 31, 2015USD ($) |
Noncurrent Assets [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Deferred financing costs | $ (0.2) |
Current Liabilities [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Deferred financing costs | $ (0.2) |
Liquidity and Going Concern A38
Liquidity and Going Concern Assessment (Details) | 12 Months Ended | |||||
Dec. 31, 2016USD ($)operating_lease$ / shares | Dec. 31, 2015USD ($)$ / shares | Feb. 28, 2017USD ($) | Jun. 15, 2016$ / shares | Mar. 28, 2016$ / shares | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||||||
Working capital deficit | $ (9,300,000) | |||||
Cash and cash equivalents | 1,866,000 | $ 2,035,000 | $ 5,201,000 | |||
Past due payables | 5,700,000 | |||||
Net cash used in operating activities | (4,444,000) | (6,297,000) | ||||
Loss from continuing operations | $ (9,944,000) | (10,354,000) | ||||
Operating leases, number of contracts in default | operating_lease | 3 | |||||
Term Loan | $ 5,821,000 | 5,330,000 | ||||
Issuance of common stock and warrants, net of issuance costs | $ 6,250,000 | $ 0 | ||||
Common stock, par value (usd per share) | $ / shares | $ 0.04 | $ 0.04 | $ 0.04 | |||
Line of Credit [Member] | 2016 Loan and Security Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding borrowing capacity | $ 3,600,000 | |||||
Available borrowing capacity under loan | 100,000 | |||||
Term Loan | 3,603,000 | |||||
Line of Credit [Member] | 2016 Loan and Security Agreement [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding borrowing capacity | $ 3,100,000 | |||||
Available borrowing capacity under loan | $ 200,000 | |||||
Term Loan [Member] | Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred financing costs | 336,000 | $ 163,000 | ||||
Loans payable | 3,700,000 | |||||
Term Loan | $ 3,676,000 | $ 5,000,000 | ||||
Common stock, par value (usd per share) | $ / shares | $ 0.04 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 17, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 15, 2016 |
Business Acquisition [Line Items] | |||||
Cash payment for acquisition | $ 0 | $ 4,000 | |||
Common stock, par value (usd per share) | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | |
Amortization expense | $ 1,300 | $ 900 | |||
Goodwill | $ 633 | 633 | 633 | ||
Portal [Member] | |||||
Business Acquisition [Line Items] | |||||
Useful life of intangible asset | 4 years | ||||
Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Useful life of intangible asset | 8 years | ||||
Accountable Health Solutions, Inc Asset Purchase Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition, purchase price | $ 7,000 | ||||
Cash payment for acquisition | $ 4,000 | ||||
Common stock issued for acquisition (shares) | 433,333 | ||||
Common stock, par value (usd per share) | $ 0.04 | ||||
Common Stock (6,500,000 shares at $0.04 par) | $ 3,000 | ||||
Number of share delivered at closting (shares) | 371,739 | ||||
Number of shares held back for working capital adjustment (shares) | 21,739 | ||||
Transaction costs in connection with acquisition | $ 800 | ||||
Number of shares held back for indemnification (shares) | 39,855 | ||||
Goodwill | $ 633 | ||||
Revenue of acquiree | $ 9,600 | 11,100 | |||
Accountable Health Solutions, Inc Asset Purchase Agreement [Member] | Health & Wellness [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 600 | ||||
Accountable Health Solutions, Inc Asset Purchase Agreement [Member] | Cost of operations [Member] | |||||
Business Acquisition [Line Items] | |||||
Amortization expense | 1,000 | 700 | |||
Accountable Health Solutions, Inc Asset Purchase Agreement [Member] | Selling, general and administrative expenses [Member] | |||||
Business Acquisition [Line Items] | |||||
Amortization expense | $ 300 | $ 200 |
Acquisition - Net Impact to Cas
Acquisition - Net Impact to Cash for Proceeds of Credit Agreement (Details) - USD ($) | Apr. 17, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 15, 2016 | Mar. 28, 2016 |
Business Acquisition [Line Items] | |||||
Acquisition of Accountable Health Solutions | $ 0 | $ (4,000,000) | |||
Term Loan | $ 5,821,000 | $ 5,330,000 | |||
Common stock, par value (usd per share) | $ 0.04 | $ 0.04 | $ 0.04 | ||
Additional paid-in capital: fair value of SWK Warrant 1 | $ 2,656,000 | ||||
Term Loan [Member] | |||||
Business Acquisition [Line Items] | |||||
Credit Agreement | $ 5,000,000 | 5,000,000 | |||
Credit Agreement [Member] | Term Loan [Member] | |||||
Business Acquisition [Line Items] | |||||
Credit Agreement | $ 5,000,000 | ||||
Term Loan | 3,676,000 | 5,000,000 | |||
Debt discount associated with SWK Warrant 1 | $ (1,122,000) | $ (2,785,000) | |||
Common stock, par value (usd per share) | $ 0.04 | ||||
Accountable Health Solutions, Inc Asset Purchase Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition of Accountable Health Solutions | $ (4,000,000) | ||||
Common stock issued for acquisition (shares) | 433,333 | ||||
Common stock, par value (usd per share) | $ 0.04 | ||||
Common Stock (6,500,000 shares at $0.04 par) | $ 3,000,000 | ||||
Accountable Health Solutions, Inc Asset Purchase Agreement [Member] | Credit Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Credit Agreement | 5,000,000 | ||||
Acquisition of Accountable Health Solutions | (4,000,000) | ||||
Net proceeds from Credit Agreement | $ 1,000,000 | ||||
Common stock issued for acquisition (shares) | 6,500,000 | ||||
Common stock, par value (usd per share) | $ 0.04 | ||||
Common Stock (6,500,000 shares at $0.04 par) | $ 260,000 | ||||
Additional paid-in capital: issuance of shares | 2,740,000 | ||||
Net increase to APIC with Acquisition | 5,396,000 | ||||
Accountable Health Solutions, Inc Asset Purchase Agreement [Member] | Credit Agreement [Member] | SWK Warrant 1 [Member] | |||||
Business Acquisition [Line Items] | |||||
Additional paid-in capital: fair value of SWK Warrant 1 | 2,656,000 | ||||
Accountable Health Solutions, Inc Asset Purchase Agreement [Member] | Credit Agreement [Member] | Term Loan [Member] | |||||
Business Acquisition [Line Items] | |||||
Term Loan | 5,000,000 | ||||
Net debt recorded with Acquisition | 1,436,000 | ||||
Accountable Health Solutions, Inc Asset Purchase Agreement [Member] | Credit Agreement [Member] | Term Loan [Member] | SWK Warrant 1 [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt discount associated with SWK Warrant 1 | (2,656,000) | ||||
Accountable Health Solutions, Inc Asset Purchase Agreement [Member] | Credit Agreement [Member] | Term Loan [Member] | SWK Warrant 2 [Member] | |||||
Business Acquisition [Line Items] | |||||
Derivative liability associated with SWK Warrant 2 | $ (908,000) |
Acquisition - Preliminary Purch
Acquisition - Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 17, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 633 | $ 633 | |
Accountable Health Solutions, Inc Asset Purchase Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Accounts receivable, net of allowance of $2 | $ 918 | ||
Inventory and other current assets | 117 | ||
Fixed assets | 123 | ||
Goodwill | 633 | ||
Accounts payable and accrued expenses | (743) | ||
Deferred revenue | (296) | ||
Purchase Price | 7,000 | ||
Accounts receivable, allowance | 2 | ||
Accountable Health Solutions, Inc Asset Purchase Agreement [Member] | Portal [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | 4,151 | ||
Accountable Health Solutions, Inc Asset Purchase Agreement [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets | $ 2,097 |
Acquisition - Pro Forma Results
Acquisition - Pro Forma Results of Pperations (Details) - Accountable Health Solutions, Inc Asset Purchase Agreement [Member] - USD ($) $ in Thousands | Apr. 17, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||
Pro forma revenues | $ 34,996 | |
Pro forma net loss from continuing operations | (10,847) | |
Transaction costs in connection with acquisition | $ 800 | |
Amortization Of Intangible Assets [Member] | ||
Business Acquisition [Line Items] | ||
Pre-tax adjustments for amortization of intangible assets | 300 | |
Acquisition-related Costs [Member] | ||
Business Acquisition [Line Items] | ||
Transaction costs in connection with acquisition | $ 800 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted in the period (shares) | 195,332 | |
Exercise of share-based awards (shares) | 0 | |
Options exercised in period (in usd per share) | $ 0 | |
Options vested in period (shares) | 86,736 | 56,208 |
Aggregate fair value of options vested in period | $ 0.3 | $ 0.3 |
Unrecognized compensation cost related to stock options | $ 0.2 | |
Options outstanding, weighted average remaining contractual term (years) | 8 years 29 days | |
Options exercisable, weighted average remaining contractual term (years) | 6 years 11 months 27 days | |
Selling, general and administrative expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 0.6 | $ 0.4 |
Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 4 years 10 months 6 days | 4 years 10 months 24 days |
Weighted average period for recognition of compensation cost | 1 year 10 months 28 days | |
2008 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized under the Plan (shares) | 333,333 | |
Options granted in the period (shares) | 187,832 | 90,000 |
Remaining shares available for grant under the Plan | 36,013 | |
Contractual life of stock options and other awards under share-based compensation plans | 10 years | |
Exercise of share-based awards (shares) | 0 | (3,333) |
Options exercised in period (in usd per share) | $ 6.75 | |
2008 Plan [Member] | Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted (shares) | 0 | 0 |
2011 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized under the Plan (shares) | 633,333 | |
Options granted in the period (shares) | 7,500 | 46,667 |
Remaining shares available for grant under the Plan | 239,028 | |
Contractual life of stock options and other awards under share-based compensation plans | 10 years | |
Exercise of share-based awards (shares) | 0 | 0 |
2011 Plan [Member] | Non-employee Members Board of Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted (shares) | 166,665 | 40,000 |
Share-Based Compensation - Fair
Share-Based Compensation - Fair Value Assumptions (Details) - Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected life | 4 years 10 months 6 days | 4 years 10 months 24 days |
Expected volatility | 83.00% | 69.00% |
Expected dividend yield | $ 0 | $ 0 |
Risk-free interest rate | 1.40% | 1.70% |
Weighted average fair value of options granted during the year | $ 1.21 | $ 2.70 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding at December 31, 2015 (shares) | shares | 286,568 |
Granted (shares) | shares | 195,332 |
Exercised (shares) | shares | 0 |
Forfeited and Expired (shares) | shares | (77,914) |
Outstanding at December 31, 2016 (shares) | shares | 403,986 |
Weighted Average Exercise Price (usd per share) | |
Outstanding at December 31, 2015 (in usd per share) | $ / shares | $ 6.46 |
Granted (in usd per share) | $ / shares | 1.86 |
Options exercised in period (in usd per share) | $ / shares | 0 |
Forfeited and Expired (in usd per share) | $ / shares | 4.46 |
Outstanding at December 31, 2016 (in usd per share) | $ / shares | $ 4.62 |
Exercisable at December 31, 2016, Number of shares (shares) | shares | 196,776 |
Exercisable at December 31, 2016, Weighted average exercised price per share (in usd per share) | $ / shares | $ 6.74 |
Options outstanding, weighted average remaining contractual term (years) | 8 years 29 days |
Options exercisable, weighted average remaining contractual term (years) | 6 years 11 months 27 days |
Outstanding at December 31, 2016, Aggregate intrinsic value | $ | $ 0 |
Exercisable at December 31, 2016, Aggregate intrinsic value | $ | $ 0 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve | ||
Restructure reserves | $ 443 | $ 443 |
Restructuring Reserve [Roll Forward] | ||
Restructuring accrual, beginning balance | 443 | |
Restructuring accrual, ending balance | 756 | 443 |
Lease Obligation [Member] | Other Current and Long-term Liabilities [Member] | Discontinued Operations [Member] | Hooper Holmes Services [Member] | ||
Restructuring Cost and Reserve | ||
Restructure reserves | 400 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring accrual, ending balance | 400 | |
Facility Closure Obligation | ||
Restructuring Cost and Reserve | ||
Restructure reserves | 657 | 1,074 |
Restructuring Reserve [Roll Forward] | ||
Restructuring accrual, beginning balance | 657 | 1,074 |
Payments | (534) | (402) |
Restructuring accrual, ending balance | 372 | 657 |
Facility Closure Obligation | Discontinued Operations [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Adjustments | 249 | (15) |
Facility Closure Obligation | Discontinued Operations [Member] | Hooper Holmes Services [Member] | ||
Restructuring Cost and Reserve | ||
Restructure reserves | 600 | 600 |
Restructuring Reserve [Roll Forward] | ||
Restructuring accrual, beginning balance | 600 | |
Restructuring accrual, ending balance | 600 | |
Facility Closure Obligation | Discontinued Operations [Member] | Portamedic Service Line [Member] | ||
Restructuring Cost and Reserve | ||
Restructure reserves | 100 | 100 |
Restructuring Reserve [Roll Forward] | ||
Restructuring accrual, beginning balance | 100 | |
Restructuring accrual, ending balance | 100 | |
Facility Closure Obligation | Other Current and Long-term Liabilities [Member] | ||
Restructuring Cost and Reserve | ||
Restructure reserves | 700 | 700 |
Restructuring Reserve [Roll Forward] | ||
Restructuring accrual, beginning balance | 700 | |
Restructuring accrual, ending balance | $ 700 | |
Facility Closure Obligation | Other Current and Long-term Liabilities [Member] | Discontinued Operations [Member] | ||
Restructuring Cost and Reserve | ||
Restructure reserves | 400 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring accrual, ending balance | $ 400 |
Property, Plant and Equipment47
Property, Plant and Equipment, net - Summary of Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,460,000 | $ 8,427,000 |
Less: accumulated depreciation and amortization | 6,700,000 | 5,656,000 |
Property, plant and equipment, net | 1,760,000 | 2,771,000 |
Impairment of property, plant and equipment | 88,000 | 0 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,125,000 | 1,386,000 |
Estimated useful life of property, plant and equipment | 10 years | |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,090,000 | 4,040,000 |
Furniture, fixtures and equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life of property, plant and equipment | 2 years | |
Furniture, fixtures and equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life of property, plant and equipment | 10 years | |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,245,000 | $ 3,001,000 |
Software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life of property, plant and equipment | 1 year | |
Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life of property, plant and equipment | 7 years |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) | Apr. 17, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill [Line Items] | |||
Goodwill | $ 633,000 | $ 633,000 | |
Goodwill impairment charges | 0 | 0 | |
Amortization expense of intangible assets | 1,300,000 | 900,000 | |
Intangibles impairment charges | $ 0 | $ 0 | |
Portal [Member] | |||
Goodwill [Line Items] | |||
Useful life of intangible asset | 4 years | ||
Customer Relationships [Member] | |||
Goodwill [Line Items] | |||
Useful life of intangible asset | 8 years |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | $ 6,248 | $ 6,248 |
Intangible assets, Accumulated Amortization | 2,217 | 917 |
Intangible assets, net | 4,031 | 5,331 |
Portal [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | 4,151 | 4,151 |
Intangible assets, Accumulated Amortization | 1,770 | 732 |
Intangible assets, net | 2,381 | 3,419 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Carrying Amount | 2,097 | 2,097 |
Intangible assets, Accumulated Amortization | 447 | 185 |
Intangible assets, net | $ 1,650 | $ 1,912 |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets - Amortization Expense (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | $ 1,300 |
2,018 | 1,300 |
2,019 | 565 |
2,020 | 262 |
2,021 | $ 262 |
Accrued Expenses and Other Cu51
Accrued Expenses and Other Current Liabilities - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Vendor-related accruals | $ 540 | $ 1,324 |
Accrued wages | 762 | 712 |
Accrued interest | 402 | 197 |
Accrued income and other taxes | 43 | 25 |
Other | 0 | 55 |
Accrued expenses | $ 1,747 | $ 2,313 |
Accrued Expenses and Other Cu52
Accrued Expenses and Other Current Liabilities - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Legal accrual | $ 450 | $ 300 |
Reserve for unclaimed property | 1,107 | 1,035 |
Restructure reserves | 756 | 443 |
Deferred revenue | 211 | 1,031 |
Other | 97 | 64 |
Other current liabilities | $ 2,621 | $ 2,873 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Borrowings (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Long term debt | $ 5,821,000 | $ 5,330,000 |
Short-term portion | (5,821,000) | (5,330,000) |
Total long-term debt, net | 0 | 0 |
Line of Credit [Member] | 2016 Loan and Security Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt | 3,603,000 | |
Line of Credit [Member] | 2013 Loan and Security Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt | 3,278,000 | |
Term Loan [Member] | Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt | 3,676,000 | 5,000,000 |
Discount on Term Loan | (1,122,000) | (2,785,000) |
Unamortized debt issuance costs related to Term Loan | $ (336,000) | $ (163,000) |
Debt - Components of Interest E
Debt - Components of Interest Expense (Details) - USD ($) $ in Thousands | Apr. 17, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Amortization of deferred financing costs | $ 362 | $ 385 | |
Total interest expense | 3,570 | 1,796 | |
SWK Warrants 1 and 2 [Member] | |||
Debt Instrument [Line Items] | |||
Amortization of debt discount associated with SWK Warrants 1 and 2 (defined below) | 1,663 | 780 | |
SWK Warrant 2 [Member] | |||
Debt Instrument [Line Items] | |||
Mark to market of the additional warrant feature | 59 | (80) | |
2013 Loan and Security Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Write-off of debt issuance costs related to 2013 Loan and Security Agreement | 282 | 0 | |
Term Loan [Member] | Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense on debt | 658 | 529 | |
Accretion of termination fees (over term of Term Loan at rate of 8%) | $ 187 | $ 88 | |
Exit fee (percent) | 8.00% | 8.00% | 8.00% |
Term Loan [Member] | Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Spread on variable rate (percent) | 14.00% | 15.00% | 15.00% |
Line of Credit [Member] | 2013 Loan and Security Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense on debt | $ 48 | $ 94 | |
Line of Credit [Member] | 2016 Loan and Security Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense on debt | $ 311 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Nov. 15, 2016 | Apr. 29, 2016 | Mar. 28, 2016 | Apr. 17, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 28, 2017 | Aug. 15, 2016 | Jun. 15, 2016 |
Loan and Security Agreements [Line Items] | |||||||||
Line of Credit Facility Payoff Noncash or Partial Noncash Transaction | $ 2,552,000 | $ 0 | |||||||
Common stock, par value (usd per share) | $ 0.04 | $ 0.04 | $ 0.04 | ||||||
Common stock, value | $ 3,000,000 | ||||||||
SWK Warrant 1 [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Number of securities called by warrants issued (shares) | 543,479 | ||||||||
SWK Warrant 2 [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Mark to market of the additional warrant feature | $ 59,000 | (80,000) | |||||||
2013 Loan and Security Agreement [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Write-off of debt issuance costs related to 2013 Loan and Security Agreement | 282,000 | 0 | |||||||
2013 Loan and Security Agreement [Member] | Interest Expense [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Write-off of debt issuance costs related to 2013 Loan and Security Agreement | 300,000 | ||||||||
Line of Credit [Member] | 2016 Loan and Security Agreement [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Debt Instrument, fee amount | $ 100,000 | ||||||||
Maximum borrowing capacity | $ 7,000,000 | 7,000,000 | |||||||
Expected life | 3 years | ||||||||
Outstanding borrowing capacity | 3,600,000 | ||||||||
Unused borrowing capacity under loan | 100,000 | ||||||||
Line of credit commitment fee percentage | 0.50% | ||||||||
Line of credit collateral fee percentage | 0.50% | ||||||||
Debt covenant, future minimum aggregate revenue covenant amount, for the twelve months ended December 31, 2016 | $ 34,000,000 | ||||||||
Debt covenant, future minimum aggregate revenue covenant amount, for the twelve months ending March 31, 2017 | 41,000,000 | ||||||||
Debt covenant, future minimum aggregate revenue covenant amount, for the twelve months ending each fiscal quarter thereafter | 42,000,000 | ||||||||
Debt covenant, future minimum EBITDA amount, for the twelve months ended December 31, 2016 | (3,500,000) | ||||||||
Debt covenant, future minimum EBITDA amount, for the twelve months ending March 31, 2017 | 500,000 | ||||||||
Debt covenant, future minimum EBITDA amount, for the twelve months ending June 30, 2017 | 900,000 | ||||||||
Debt covenant, future minimum EBITDA amount, for the twelve months ending each fiscal quarter thereafter | 2,500,000 | ||||||||
Line of Credit [Member] | 2016 Loan and Security Agreement [Member] | Subsequent Event [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Outstanding borrowing capacity | $ 3,100,000 | ||||||||
Unused borrowing capacity under loan | $ 200,000 | ||||||||
Line of Credit [Member] | 2016 Loan and Security Agreement [Member] | Prime rate [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Spread on variable rate (percent) | 5.50% | ||||||||
Line of Credit [Member] | 2016 Loan and Security Agreement [Member] | Other Assets [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Deferred financing costs | 300,000 | ||||||||
Line of Credit [Member] | 2016 Loan and Security Agreement [Member] | Last day of fiscal quarter ending December 31, 2016 [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Debt covenant, consolidated unencumbered liquid assets requirement | 500,000 | ||||||||
Line of Credit [Member] | 2016 Loan and Security Agreement [Member] | Last day of any fiscal quarter thereafter [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Debt covenant, consolidated unencumbered liquid assets requirement | 750,000 | ||||||||
Line of Credit [Member] | Credit Agreement [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Debt covenant, future minimum aggregate revenue covenant amount, for the twelve months ending March 31, 2017 | 41,000,000 | ||||||||
Line of Credit [Member] | Credit Agreement [Member] | SWK Warrant 2 [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Other operating income | 900,000 | ||||||||
Line of Credit [Member] | Credit Agreement [Member] | Last day of fiscal quarter ending December 31, 2016 [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Debt covenant, consolidated unencumbered liquid assets requirement | 500,000 | ||||||||
Line of Credit [Member] | Credit Agreement [Member] | Last day of any fiscal quarter thereafter [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Debt covenant, consolidated unencumbered liquid assets requirement | 750,000 | ||||||||
Term Loan [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Term loan, face value | 5,000,000 | 5,000,000 | |||||||
Term Loan [Member] | 2013 Loan and Security Agreement [Member] | Contingently issuable warrant [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Value of additional warrant to be issued | $ 1,250,000 | ||||||||
Term Loan [Member] | 2013 Loan and Security Agreement [Member] | Transaction Cost [Member] | Term Loan [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Loss on contract termination | 100,000 | ||||||||
Legal fees | 30,000 | ||||||||
Debt Instrument, fee amount | $ 100,000 | ||||||||
Term Loan [Member] | Credit Agreement [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Deferred financing costs | 336,000 | $ 163,000 | |||||||
Debt covenant, future minimum aggregate revenue covenant amount, for the twelve months ended December 31, 2016 | 34,000,000 | ||||||||
Debt covenant, future minimum aggregate revenue covenant amount, for the twelve months ending each fiscal quarter thereafter | 42,000,000 | ||||||||
Debt covenant, future minimum EBITDA amount, for the twelve months ended December 31, 2016 | (3,500,000) | ||||||||
Debt covenant, future minimum EBITDA amount, for the twelve months ending March 31, 2017 | 500,000 | ||||||||
Debt covenant, future minimum EBITDA amount, for the twelve months ending June 30, 2017 | 900,000 | ||||||||
Debt covenant, future minimum EBITDA amount, for the twelve months ending each fiscal quarter thereafter | $ 2,500,000 | ||||||||
Term loan, face value | $ 5,000,000 | ||||||||
Origination fee | 100,000 | ||||||||
Aggregate revenue-based quarterly payment ceiling | $ 350,000 | $ 600,000 | |||||||
Repayment of loan | 1,300,000 | ||||||||
Payment of interest expense | $ 500,000 | ||||||||
Variable interest rate floor (percent) | 1.00% | ||||||||
Exit fee (percent) | 8.00% | 8.00% | 8.00% | ||||||
Maximum debt outstanding under covenant trigger | $ 250,000 | ||||||||
Debt discount | $ 1,122,000 | $ 2,785,000 | |||||||
Common stock, par value (usd per share) | $ 0.04 | ||||||||
Common stock, value | $ 100,000 | ||||||||
Term Loan [Member] | Credit Agreement [Member] | SWK Warrant 1 [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Exercise price of warrant (usd per share) | $ 1.30 | ||||||||
Term Loan [Member] | Credit Agreement [Member] | SWK Warrant 2 [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Expected life | 7 years | ||||||||
Expected volatility rate (percent) | 85.00% | ||||||||
Risk-free interest rate | 1.40% | ||||||||
Expected dividend rate | 0.00% | ||||||||
Term Loan [Member] | Credit Agreement [Member] | Contingently issuable warrant [Member] | SWK Warrant 2 [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Value of additional warrant to be issued | $ 1,250,000 | ||||||||
Expected life | 7 years | ||||||||
Debt discount | $ 3,600,000 | ||||||||
Expected volatility rate (percent) | 80.00% | ||||||||
Risk-free interest rate | 2.10% | ||||||||
Expected dividend rate | 0.00% | ||||||||
Term Loan [Member] | Credit Agreement [Member] | Annual Aggregate Revenue Up To And Including $20 million [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Quarterly revenue-based payments as a percent of annual aggregate revenue (percent) | 8.50% | ||||||||
Annual aggregate revenue | $ 20,000,000 | ||||||||
Term Loan [Member] | Credit Agreement [Member] | Annual Aggregate Revenue Greater Than $20 Million Up To And Including $30 Million [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Quarterly revenue-based payments as a percent of annual aggregate revenue (percent) | 7.00% | ||||||||
Annual aggregate revenue | $ 20,000,000 | ||||||||
Term Loan [Member] | Credit Agreement [Member] | Annual Aggregate Revenue Greater Than $30 million [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Quarterly revenue-based payments as a percent of annual aggregate revenue (percent) | 5.00% | ||||||||
Annual aggregate revenue | $ 30,000,000 | ||||||||
Term Loan [Member] | Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Spread on variable rate (percent) | 14.00% | 15.00% | 15.00% | ||||||
Term Loan [Member] | Credit Agreement [Member] | Additional Paid-in Capital [Member] | SWK Warrant 1 [Member] | |||||||||
Loan and Security Agreements [Line Items] | |||||||||
Mark to market of the additional warrant feature | $ 300,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | Aug. 05, 2016USD ($) | Dec. 31, 2016USD ($)operating_lease | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Loss Contingencies [Line Items] | ||||
Operating leases, number of contracts in default | operating_lease | 3 | |||
Restructure reserves | $ 756 | $ 443 | ||
Employment agreements, contract term | 1 year | |||
Rental expense | $ 1,200 | 1,100 | ||
Facility Closure [Member] | ||||
Loss Contingencies [Line Items] | ||||
Restructure reserves | 372 | 657 | $ 1,074 | |
Portamedic Service Line [Member] | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement amount | $ 450 | |||
Other Current and Long-term Liabilities [Member] | Facility Closure [Member] | ||||
Loss Contingencies [Line Items] | ||||
Restructure reserves | 700 | |||
Other Current Liabilities [Member] | Employee Severance [Member] | ||||
Loss Contingencies [Line Items] | ||||
Restructure reserves | 300 | |||
Other Current Liabilities [Member] | Portamedic Service Line [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency accrual | 450 | 300 | ||
Discontinued Operations [Member] | Portamedic Service Line [Member] | Operating Income (Loss) [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency expense | 150 | |||
Discontinued Operations [Member] | Portamedic Service Line [Member] | Facility Closure [Member] | ||||
Loss Contingencies [Line Items] | ||||
Restructure reserves | $ 100 | |||
Discontinued Operations [Member] | Other Current and Long-term Liabilities [Member] | Facility Closure [Member] | ||||
Loss Contingencies [Line Items] | ||||
Restructure reserves | $ 400 | |||
Iowa and Indianapolis | ||||
Loss Contingencies [Line Items] | ||||
Operating leases, number of contracts in default | operating_lease | 2 |
Commitments and Contingencies57
Commitments and Contingencies - Schedule of minimum lease payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 1,743 |
2,018 | 1,278 |
2,019 | 4 |
2,020 | 0 |
2,021 | 0 |
Thereafter | 0 |
Total minimum lease payments | 3,025 |
Estimated sublease payments (not included in minimum lease payments) | (633) |
Total minimum lease payments, net of estimated sublease income | $ 2,392 |
Income Taxes - Components of in
Income Taxes - Components of income tax provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Federal - current | $ 0 | $ 0 |
State and local - current | 16,000 | 12,000 |
Federal - deferred | 8,000 | 6,000 |
State and local - deferred | 1,000 | 1,000 |
Total income tax expense | $ 25,000 | $ 19,000 |
Income Taxes - Income tax rate
Income Taxes - Income tax rate reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Computed expected income tax benefit | (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% |
Change in federal valuation allowance | 35.00% | 35.00% |
Other | 0.00% | 0.00% |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred income tax assets: | ||
Receivable allowance | $ 17 | $ 43 |
Accumulated depreciation | 371 | 214 |
Restructuring accrual | 454 | 376 |
Intangible assets | 813 | 484 |
Compensation expense | 634 | 417 |
Federal net operating loss carryforward | 61,688 | 58,532 |
State net operating loss carryforward | 5,736 | 6,040 |
Accrued expenses | 160 | 344 |
Deferred rent | 57 | 102 |
Deferred revenue | 83 | 343 |
Interest | 180 | 0 |
Other | 10 | 43 |
Gross deferred income tax assets | 70,203 | 66,938 |
Valuation allowance | (70,203) | (66,929) |
Deferred tax assets, net of valuation allowance | 0 | 9 |
Deferred income tax liabilities: | ||
Interest | 0 | (9) |
Goodwill | (16) | (7) |
Gross deferred income tax liabilities | (16) | (16) |
Net deferred income tax assets | $ (16) | $ (7) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)state | Dec. 31, 2015USD ($)state | May 31, 2017USD ($) | |
Tax Credit Carryforward [Line Items] | |||
Current federal tax expense | $ 0 | $ 0 | |
Number of states with state tax liability | state | 1 | 1 | |
Net operating loss carryforward | $ 61,688,000 | $ 58,532,000 | |
Deferred federal tax expense | 8,000 | 6,000 | |
Deferred state tax expense | $ 1,000 | $ 1,000 | |
Change in ownership percentage, threshold for utilization of net operating losses | 50.00% | ||
Net operating loss carryforward subject to annual limitation | $ 200,000 | ||
Scenario, Forecast [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Change in ownership percentage, threshold for utilization of net operating losses | 50.00% | ||
Federal [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforward | 176,200,000 | ||
Federal [Member] | Scenario, Forecast [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforwards subject to expiration | $ 172,700,000 | ||
State [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforward | $ 143,000,000 | ||
State [Member] | Scenario, Forecast [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforwards subject to expiration | $ 140,000,000 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | ||
Stock repurchased during period (shares) | 0 | 0 |
Amount of treasury stocks retired during period | $ 0.1 |
401(k) Savings and Retirement63
401(k) Savings and Retirement Plan (Details) | 12 Months Ended | |
Dec. 31, 2016USD ($)hours | Dec. 31, 2015USD ($) | |
Compensation and Retirement Disclosure [Abstract] | ||
401(k) eligibility, minimum employment service | 1 year | |
401(k) eligibility, minimum hours | hours | 1,000 | |
401(k) eligibility, minimum age | 21 years | |
Company contributions | $ | $ 0 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability, Face Value | $ 0 | $ 1,250,000 |
Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability | 0 | 828,000 |
Term Loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Credit Agreement | 5,000,000 | 5,000,000 |
Term Loan [Member] | Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan, Fair Value | 2,218,000 | 2,052,000 |
Fair Value, Inputs, Level 3 [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability | 0 | 828,000 |
Fair Value, Inputs, Level 3 [Member] | Term Loan [Member] | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan, Fair Value | $ 4,865,000 | $ 3,837,000 |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 08, 2017USD ($)shares | Mar. 07, 2017USD ($)guarantor$ / sharesshares | Mar. 28, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Jun. 15, 2016$ / shares | Apr. 29, 2016USD ($) |
Subsequent Event [Line Items] | |||||||
Common stock, shares outstanding (shares) | shares | 5,201,107 | 10,103,525 | |||||
Term Loan | $ 5,330,000 | $ 5,821,000 | |||||
Issuance of common stock | $ 3,000,000 | ||||||
Common stock, par value (usd per share) | $ / shares | $ 0.04 | $ 0.04 | $ 0.04 | ||||
2017 Private Offering [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants issued (in shares) | shares | 1,388,889 | ||||||
Term Loan [Member] | April 17, 2015 Credit Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Term Loan | $ 5,000,000 | $ 3,676,000 | |||||
Issuance of common stock | $ 100,000 | ||||||
Common stock, par value (usd per share) | $ / shares | $ 0.04 | ||||||
Line of Credit [Member] | 2016 Loan and Security Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Term Loan | 3,603,000 | ||||||
Credit facility, maximum borrowing capacity | $ 7,000,000 | $ 7,000,000 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares outstanding (shares) | shares | 26,400,000 | ||||||
Subsequent Event [Member] | Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issued for acquisition (shares) | shares | 10,448,849 | ||||||
Subsequent Event [Member] | Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC [Member] | 2017 Private Offering [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of common stock | $ 3,500,000 | ||||||
Issuance of common stock (shares) | shares | 1,712,500 | 2,000,000 | |||||
Sale of common stock, price per share (in usd per share) | $ / shares | $ 0.80 | ||||||
Price of warrant per common share (in usd per share) | $ / shares | 0.50 | ||||||
Strike price of warrant (in usd per share) | $ / shares | $ 1.35 | ||||||
Exercisable period of warrants | 4 years | ||||||
Blackout period to exercise warrants | 6 months | ||||||
Warrants issued (in shares) | shares | 856,250 | ||||||
Proceeds from issuance of private placement | $ 1,400,000 | ||||||
Subsequent Event [Member] | Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC [Member] | Term Loan [Member] | April 17, 2015 Credit Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Term Loan | $ 6,500,000 | ||||||
Subsequent Event [Member] | Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC [Member] | Line of Credit [Member] | 2016 Loan and Security Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Credit facility, maximum borrowing capacity | 10,000,000 | ||||||
Credit facility, accordion feature during high-volume months | 15,000,000 | ||||||
Subsequent Event [Member] | Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC [Member] | Guarantor Subsidiaries [Member] | Line of Credit [Member] | Seasonal Revolving Line of Credit | |||||||
Subsequent Event [Line Items] | |||||||
Credit facility, maximum borrowing capacity | $ 2,000,000 | ||||||
Number of guarantors | guarantor | 1 | ||||||
Subsequent Event [Member] | Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC [Member] | Affiliated Entity [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Noncontrolling interest, ownership percentage after acquisition | 48.00% | ||||||
Subsequent Event [Member] | Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC [Member] | Affiliated Entity [Member] | 2017 Private Offering [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of common stock | $ 1,750,000 |
Valuation and Qualifying Acco66
Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | $ 112 | $ 87 |
Additions Charged to Revenues and Expenses | 75 | 74 |
Deductions | (144) | (49) |
Balance at End of Period | $ 43 | $ 112 |