DEI Document
DEI Document - shares | 3 Months Ended | |
Mar. 31, 2017 | May 12, 2017 | |
DEI [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-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 25,488,697 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 226 | $ 1,866 |
Accounts receivable, net of allowance for doubtful accounts of $55 and $43 at March 31, 2017 and December 31, 2016, respectively | 5,695 | 4,155 |
Inventories | 1,140 | 1,112 |
Other current assets | 322 | 345 |
Total current assets | 7,383 | 7,478 |
Property, plant and equipment | 8,507 | 8,460 |
Less: Accumulated depreciation and amortization | 6,998 | 6,700 |
Property, plant and equipment, net | 1,509 | 1,760 |
Intangible assets, net | 3,706 | 4,031 |
Goodwill | 633 | 633 |
Other assets | 372 | 352 |
Total assets | 13,603 | 14,254 |
Current liabilities: | ||
Accounts payable | 6,445 | 6,612 |
Accrued expenses | 1,901 | 1,747 |
Short-term debt | 6,686 | 5,821 |
Other current liabilities | 2,811 | 2,621 |
Total current liabilities | 17,843 | 16,801 |
Other long-term liabilities | 415 | 317 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Common stock, par value $.04 per share; Authorized: 240,000,000 shares; Issued: 12,167,349 shares at March 31, 2017, and 10,103,525 shares at December 31, 2016; Outstanding: 12,167,349 shares at March 31, 2017, and 10,103,525 shares at December 31, 2016 | 487 | 404 |
Additional paid-in capital | 167,339 | 166,084 |
Accumulated deficit | (172,481) | (169,352) |
Total stockholders' deficit | (4,655) | (2,864) |
Total liabilities and stockholders' deficit | $ 13,603 | $ 14,254 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 55 | $ 43 |
Common stock, par value (in dollars per share) | $ 0.04 | $ 0.04 |
Common stock, shares authorized (in shares) | 240,000,000 | 240,000,000 |
Common stock, shares issued (in shares) | 12,167,349 | 10,103,525 |
Common stock, shares outstanding (in shares) | 12,167,349 | 10,103,525 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 7,601 | $ 7,241 |
Cost of operations | 5,909 | 5,781 |
Gross profit | 1,692 | 1,460 |
Selling, general and administrative expenses | 3,480 | 3,827 |
Transaction costs | 682 | 108 |
Operating loss from continuing operations | (2,470) | (2,475) |
Interest expense, net | 767 | 789 |
Loss from continuing operations before taxes | (3,237) | (3,264) |
Income tax expense | 5 | 5 |
Loss from continuing operations | (3,242) | (3,269) |
Discontinued operations: | ||
Gain (loss) from discontinued operations | 113 | (159) |
Net loss | $ (3,129) | $ (3,428) |
Continuing operations | ||
Basic (in dollars per share) | $ (0.30) | $ (0.41) |
Diluted (in dollars per share) | (0.30) | (0.41) |
Discontinued operations | ||
Basic (in dollars per share) | 0.01 | (0.02) |
Diluted (in dollars per share) | 0.01 | (0.02) |
Net loss | ||
Basic (in dollars per share) | (0.29) | (0.43) |
Diluted (in dollars per share) | $ (0.29) | $ (0.43) |
Weighted average number of shares - Basic (in shares) | 10,814,398 | 8,056,547 |
Weighted average number of shares - Diluted (in shares) | 10,814,398 | 8,056,547 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Deficit - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance (in shares) at Dec. 31, 2016 | 10,103,525 | |||
Balance at Dec. 31, 2016 | $ (2,864) | $ 404 | $ 166,084 | $ (169,352) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (3,129) | (3,129) | ||
Issuance of common stock and warrants, net of issuance costs (in shares) | 2,057,824 | |||
Issuance of common stock and warrants, net of issuance costs | 1,300 | $ 83 | 1,217 | |
Share-based compensation (in shares) | 6,000 | |||
Share-based compensation | 38 | 38 | ||
Balance (in shares) at Mar. 31, 2017 | 12,167,349 | |||
Balance at Mar. 31, 2017 | $ (4,655) | $ 487 | $ 167,339 | $ (172,481) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (3,129) | $ (3,428) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 623 | 701 |
Other debt related costs included in interest expense | 548 | 518 |
Provision for (recovery of) bad debt expense | 13 | (11) |
Share-based compensation expense | 38 | 80 |
Issuance of common stock in connection with First Amendment to Credit Agreement | 0 | 150 |
Change in assets and liabilities: | ||
Accounts receivable | (1,553) | (124) |
Inventories | (28) | (116) |
Other assets | (27) | (17) |
Accounts payable, accrued expenses and other liabilities | 276 | (1,143) |
Net cash used in operating activities | (3,239) | (3,390) |
Cash flows from investing activities: | ||
Capital expenditures | (89) | (166) |
Net cash used in investing activities | (89) | (166) |
Cash flows from financing activities: | ||
Borrowings under credit facility | 7,077 | 8,573 |
Payments under credit facility | (6,689) | (9,207) |
Principal payments on Term Loan | 0 | (526) |
Issuance of common stock and warrants, net of issuance costs | 1,300 | 4,712 |
Net cash provided by financing activities | 1,688 | 3,552 |
Net decrease in cash and cash equivalents | (1,640) | (4) |
Cash and cash equivalents at beginning of period | 1,866 | 2,035 |
Cash and cash equivalents at end of period | 226 | 2,031 |
Supplemental disclosure of non-cash investing activities: | ||
Fixed assets vouchered but not paid | 46 | 16 |
Supplemental disclosure of cash paid during period for: | ||
Income taxes | 23 | 16 |
Interest | $ 241 | $ 240 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation 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. The Company operates under one reporting segment. The Company's screening services are subject to some seasonality, with the third and fourth quarters typically being the 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. The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with instructions for Form 10-Q and the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's 2016 Annual Report on Form 10-K, filed with the SEC on March 9, 2017, and the Company's 2016 Annual Report on Form 10-K/A, filed with the SEC on May 1, 2017 . Financial statements prepared in accordance with U.S. GAAP require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and other disclosures. The financial information included herein is unaudited; however, such information reflects all adjustments that are, in the opinion of the Company's management, necessary for a fair statement of results for the interim periods presented. The results of operations for the three month periods ended March 31, 2017 and 2016 are not necessarily indicative of the results to be expected for any other interim period or the full year. See “Management's Discussion and Analysis of Financial Condition and Results of Operations” for additional information. 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 Quarterly Report on Form 10-Q. On June 15, 2016, the Company completed a one-for-fifteen reverse stock split. As a result, the share and per share information for all periods presented in these unaudited condensed 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 condensed consolidated balance sheet to reflect the new values after the reverse stock split. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2014-09, "Revenue from Contracts with Customers (Topic 606)", 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 impact the adoption of ASU 2014-09 will have on the consolidated financial statements and related disclosures. 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 was effective for public companies in fiscal years beginning after December 15, 2016, with early adoption permitted. The implementation of this ASU did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)", 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 No. 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 was effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The implementation of this ASU did not have a material impact on the Company's 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 | 3 Months Ended |
Mar. 31, 2017 | |
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 due to 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, management expects to continue using a revolving credit facility in 2017 and beyond. Going Concern In accordance with ASC 205-40, 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 $10.5 million with $0.2 million in cash and cash equivalents at March 31, 2017 . The Company had $ 4.9 million of payables at March 31, 2017 , 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 three month period ended March 31, 2017 , was $3.2 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 $3.2 million for the three month period ended March 31, 2017 , 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 $4.0 million of outstanding borrowings under the 2016 Credit and Security Agreement with SCM, with unused borrowing capacity of $0.2 million as of March 31, 2017 . As of May 12, 2017 , after the close of the Merger mentioned below, on a combined basis, the Company had borrowed the maximum available amount under the borrowing capacity. Any borrowings on the unused borrowing capacity are at the discretion of SCM. • The Company owed approximately $3.7 million at March 31, 2017 , 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 of Accountable Health Solutions, Inc. ("AHS") (the "Acquisition") in 2015. • 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, which the Company did not comply with as of March 31, 2017 , and current projections indicate that it will not be able to meet the current June 30, 2017, debt covenants outlined in Note 8 to the condensed consolidated financial statements. However, in conjunction with the Merger Agreement (defined below), the March 31, 2017 , covenant violations have been waived and the covenants going forward were revised (see revised covenants in Note 12 to the condensed consolidated financial statements). The Company does anticipate meeting the revised covenants going forward. 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 without prior approval from the lenders. For additional information regarding the 2016 Credit and Security Agreement, the Credit Agreement, and the related covenants, refer to Note 8 to the condensed consolidated financial statements. • The Company has contractual obligations related to an operating lease for the Company's headquarters and employment contracts which could adversely affect liquidity. 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 May 11, 2017, the Company closed the merger agreement (the "Merger Agreement" or the "Merger") with Piper Merger Corp., Provant Health Solutions, LLC, and Wellness Holdings, LLC (collectively, "Provant") that had been previously signed on March 7, 2017. In conjunction with the Merger, new debt agreements were signed which reset all of the debt covenants, and the Company anticipates being able to meet the revised covenants. The Company expects the Merger to increase the scale of the Company, improving gross margins due to combined revenues and operational synergies decreasing costs. While the Company expects its financial condition to improve after the Merger, Provant has a history of operating losses as well, and the Company will be incurring significant costs and additional debt for the transaction. See Part II, Item 1A, Risk Factors and Note 12 to the condensed consolidated financial statements for further discussion. • The Company will continue to seek additional equity investments. During the three month period ended March 31, 2017 , the Company was able to raise $1.3 million of additional equity through the issuance of common stock and warrants, net of issuance costs. • As discussed in Note 9 to the condensed consolidated financial statements, the Company reached settlement agreements for the remaining lease obligations owed under three operating leases for spaces the Company no longer utilizes. The terms of the three lease settlements reduce the Company's obligation by approximately $0.7 million compared to the original stated lease terms. • 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 9 to the condensed consolidated financial statements), including post-closing synergies related to the Merger. Management's assessment and conclusion Management has determined, based on its recent history and 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 the date the financial statements are available to be widely distributed to all shareholders and other financial statement users. The condensed 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. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
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. The calculation of loss per common share on a basic and diluted basis was the same for the three month periods ended March 31, 2017 and 2016 , because the inclusion of dilutive common stock equivalents, the SWK Warrant #1 (as defined in Note 8 to the condensed consolidated financial statements) issued in connection with the Acquisition, and the warrants that were issued beginning on March 2, 2017 (the "2017 Private Offering Warrants") in a private offering to various investors (the "2017 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 March 31, 2017 and 2016 , of 399,058 and 297,071 , respectively, as well as the SWK Warrant #1 to purchase 543,479 shares issued to SWK, and the 2017 Private Offering Warrants to purchase 856,250 shares issued in the 2017 March Private Offering, all of which were outstanding as of March 31, 2017 , but are anti-dilutive because the Company is in a net loss position. The 2017 Private Offering 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. The Company issued 1,712,500 shares and 856,250 warrants in the 2017 Private Offering for proceeds of $1.3 million , net of issuance costs. The warrants issued in September 2016 were canceled as part of the 2017 Private Offering. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation Employee Share-Based Compensation Plans - On May 29, 2008, the Company's shareholders approved the 2008 Omnibus Employee Incentive Plan (the "2008 Plan") providing for the grant of stock options, stock appreciation rights, non-vested stock, and performance shares. The 2008 Plan provides for the issuance of an aggregate of 333,333 shares. There were no options for the purchase of shares granted under the 2008 Plan during the three month period ended March 31, 2017 . During the three month period ended March 31, 2016 , the Company granted 53,333 options for the purchase of shares under the 2008 Plan. As of March 31, 2017 , 42,650 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 three month periods ended March 31, 2017 and 2016 , there were no options for the purchase of shares granted under the 2011 Plan. During the three month period ended March 31, 2017 , the Company granted a total of 6,000 stock awards under the 2011 Plan to a non-employee observer of the Board of Directors that immediately vested. There were no stock awards granted under the 2011 Plan during the three month period ended March 31, 2016 . As of March 31, 2017 , 233,028 shares remain available for grant under the 2011 Plan. Options under the 2008 and 2011 Plans are granted at fair value on the date of grant, are exercisable in accordance with various vesting schedules specified in the individual grant agreements, and have contractual lives of 10 years from the date of grant. The following table summarizes stock option activity for the three month period ended March 31, 2017 : Number of Options Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding balance at December 31, 2016 403,986 $ 4.62 Granted — — Exercised — — Forfeited and Expired (6,637 ) 1.93 Outstanding balance at March 31, 2017 397,349 4.67 7.81 $0 Options exercisable at March 31, 2017 224,024 $ 6.41 6.96 $0 There were no options exercised during the three month periods ended March 31, 2017 and 2016 . Options for the purchase of an aggregate of 27,770 shares of common stock vested during the three month period ended March 31, 2017 , and the aggregate fair value at grant date of these options was $0.1 million . As of March 31, 2017 , there was approximately $0.2 million of total unrecognized compensation cost related to stock options. The cost is expected to be recognized over a weighted average period of 1.69 years. The Company recorded $0.1 million of share-based compensation expense in selling, general and administrative expenses for the three month periods ended March 31, 2017 and 2016 . |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Included in inventories at March 31, 2017 , and December 31, 2016 , are $0.6 million and $0.7 million , respectively, of finished goods and $0.5 million and $0.4 million , respectively, of components. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016 . 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: March 31, 2017 December 31, 2016 (in thousands) Gross Carrying Amount Accumulated Amortization Intangibles Assets, net Gross Carrying Amount Accumulated Amortization Intangibles Assets, net Portal $ 4,151 $ 2,029 $ 2,122 $ 4,151 $ 1,770 $ 2,381 Customer relationships 2,097 513 1,584 2,097 447 1,650 Total $ 6,248 $ 2,542 $ 3,706 $ 6,248 $ 2,217 $ 4,031 Amortization expense for each of the three month periods ended March 31, 2017 and 2016 was $0.3 million . 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 as of March 31, 2017 . 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 March 31, 2017 . |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring Charges [Abstract] | |
Restructuring Charges | Restructuring Charges At March 31, 2017 , there was an immaterial liability from outstanding deposits related to the Portamedic branch closures which is recorded in other current liabilities in the accompanying condensed consolidated balance sheet. The $0.4 million facility closure obligation at December 31, 2016 , related to a lease for the discontinued Hooper Holmes Services operations center was released, as a settlement agreement between the parties for the remaining lease obligation was mutually agreed upon. A $0.1 million gain from discontinued operations was recorded during the three month period ended March 31, 2017 , based on the settlement agreement, and the net lease settlement subtenant receivable and liability of $0.4 million was accrued in accounts receivable and other current and long-term liabilities in the accompanying condensed consolidated balance sheet. The following table provides a summary of the activity in the facility closure obligation for the three month period ended March 31, 2017 : (in thousands) December 31, 2016 Adjustments Payments March 31, 2017 Facility closure obligation $ 372 $ (173 ) $ (197 ) $ 2 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of March 31, 2017 , 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) March 31, 2017 December 31, 2016 2016 Credit and Security Agreement $ 3,991 $ 3,603 Term Loan 3,676 3,676 Discount on Term Loan (755 ) (1,122 ) Unamortized debt issuance costs related to Term Loan (226 ) (336 ) Total debt 6,686 5,821 Short-term portion (6,686 ) (5,821 ) Total long-term debt, net $ — $ — The following table summarizes the components of interest expense for the three month periods ended March 31, 2017 and 2016 : (in thousands) Three Months Ended March 31, 2017 2016 Interest expense on Term Loan (effective interest rate at March 31, 2017 and 2016 was 15%) $ 138 $ 180 Interest expense on 2013 Loan and Security Agreement — 32 Interest expense on 2016 Credit and Security Agreement 81 — Accretion of termination fees (over term of Term Loan at rate of 8%) 41 46 Amortization of debt issuance costs 140 61 Amortization of debt discount associated with SWK Warrants #1 and #2 (defined below) 367 411 Mark to market of SWK Warrant #2 (defined below) — 59 Total $ 767 $ 789 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 March 31, 2017 , the Company had $4.0 million of outstanding borrowings under the 2016 Credit and Security Agreement with unused borrowing capacity of $0.2 million . As of May 12, 2017 , after the close of the Merger, on a combined basis, the Company had borrowed the maximum available amount under the borrowing capacity. 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 March 31, 2017 , the remaining balance in debt issuance costs recorded in Other Assets on the condensed consolidated balance sheet was $0.2 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 revised the previous covenants, and contains customary representations and warranties and various affirmative and negative covenants including minimum aggregate revenue, adjusted EBITDA, and consolidated unencumbered liquid assets requirements. Noncompliance with these covenants constitutes an event of default. Minimum aggregate revenue must not be less than $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 $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 $0.75 million on the last day of the fiscal quarter ending March 31, 2017, and any fiscal quarter thereafter. The Company was not in compliance with the covenants under the Second Amendment as of March 31, 2017 , and has entered into the Omnibus Joinder to Loan Documents and Third Amendment to Credit and Security Agreement (the “Third Amendment”) as of May 11, 2017, which provides a waiver related to the measurement period ended March 31, 2017, and revised the covenants going forward (see revised covenants in Note 12 to the condensed consolidated financial statements). If the Company continues to be unable to comply with financial covenants in the future and in the event that the Company was unable to modify the covenants or find new or additional lenders, 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 fund the Acquisition 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 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 principal portion of the aggregate revenue-based payment is capped at $0.6 million per quarter. During the three month period ended March 31, 2017 , the Company did not make a principal payment as SWK agreed to waive the payment due to the ongoing negotiations regarding the Merger described in Note 12 to the condensed consolidated financial statements. 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, which commenced 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 to Credit Agreement and Limited Waiver and Forbearance (the “Third Amendment”) dated August 15, 2016, 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 condensed 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. 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 the debt issuance costs as a direct deduction to short-term debt on the condensed consolidated balance sheet as of December 31, 2016 . On November 15, 2016, the Company entered into the Fourth Amendment to Credit Agreement (the "Fourth Amendment") with SWK. The Fourth Amendment revised the previous covenants, and contains customary representations and warranties and various affirmative and negative covenants including minimum aggregate revenue, adjusted EBITDA, and consolidated unencumbered liquid assets requirements. Noncompliance with these covenants constitutes an event of default. Minimum aggregate revenue must not be less than $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 $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 $0.75 million on the last day of the fiscal quarter ending March 31, 2017, and any fiscal quarter thereafter. The Company was not in compliance with the covenants under the Fourth Amendment as of March 31, 2017 , and has entered into the Amended and Restated Credit Agreement (the “A&R Credit Agreement”) as of May 11, 2017, which provides a waiver related to the measurement period ended March 31, 2017, and revised the covenants going forward (see revised covenants in Note 12 to the condensed consolidated financial statements). If the Company continues to be unable to comply with financial covenants in the future and in the event that the Company was unable to modify the covenants or find new or additional lenders, 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 | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 , 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 was necessary for its operations, thus, in April 2017, settlement agreements for the remaining lease obligations were reached with both landlords, curing the defaults. As the loss on the Des Moines lease settlement was probable and reasonably estimable as of March 31, 2017 , the Company recorded $0.1 million in selling, general and administrative expenses during the three month period ended March 31, 2017 , to fully reflect the settlement liability. The Company was under obligation under a lease related to the discontinued Hooper Holmes Services operations center through 2018 and had ceased use of this facility, and on March 9, 2017, the parties to the lease reached a settlement agreement for the remaining lease obligation. A $0.1 million gain from discontinued operations was recorded during the three month period ended March 31, 2017 , based on the settlement agreement, and the net lease settlement subtenant receivable and liability of $0.4 million was accrued in accounts receivable and other current and long-term liabilities in the accompanying condensed consolidated balance sheet. The Company had 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 accompanying condensed consolidated balance sheet. The Company also leases copiers and other miscellaneous equipment. These leases expire at various times through 2017. Employment obligations The Company has employment agreements with certain employees that provide for payment of base salary for up to 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 in 2016 related to its ongoing initiatives to increase the flexibility of its cost structure that were recorded in selling, general, and administrative expenses, and at March 31, 2017 , the Company recorded a $0.2 million liability related to these initiatives in other current liabilities in the accompanying condensed 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 March 31, 2017 , and December 31, 2016 , the Company has recorded a liability of $0.45 million related to this matter. The litigation accrual for all periods was included in the other current liabilities line item on the accompanying condensed consolidated balance sheets. An expense of $0.15 million recorded during the three month period ended March 31, 2016 , was included in the discontinued operations line item on the condensed consolidated statement 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 during the three month period ended March 31, 2016 . There were no such costs incurred during the three month period ended March 31, 2017 . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's income tax expense was not material for any period presented in the condensed consolidated statement of operations. No amounts were recorded for unrecognized tax benefits or for the payment of interest and penalties during the three month periods ended March 31, 2017 and 2016 . No federal or state tax benefits were recorded relating to the current year loss. The Company continues to believe that a full valuation allowance is required on its net deferred tax assets, with the exception of deferred income tax on the liabilities of certain indefinite-lived intangibles. 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 $176.2 million and $143.0 million , respectively. There has been no significant change in these balances as of March 31, 2017 . 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, continuing into 2016 and 2017, 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 March 31, 2017 . However, due to the shares issued in connection with the 2017 Private Offering and the Merger discussed in Note 12 to the condensed consolidated financial statements, the Company has determined that it is more likely than not that a greater than 50% change in ownership has occurred as of May 15, 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
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 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. March 31, 2017 December 31, 2016 (in thousands) Face Value Fair Value Carrying Amount Face Value Fair Value Carrying Amount Term Loan $ 5,000 $ 4,869 $ 2,695 $ 5,000 $ 4,865 $ 2,218 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events As discussed in more detail in the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2017, on May 11, 2017, the Company closed the merger agreement (the "Merger Agreement" or the "Merger") with Piper Merger Corp., Provant Health Solutions, LLC, and Wellness Holdings, LLC (collectively, "Provant") that had been previously signed on March 7, 2017. As a result of the Merger, Provant became a wholly-owned subsidiary of the Company. As Merger consideration, the Company issued 10,448,849 shares to the Provant equity holders (the “Former Provant Owners”). The Former Provant Owners now hold approximately 49% of the Company’s approximately 25.5 million outstanding shares of common stock at closing. In order to fund the Merger, the Company entered into the A&R Credit Agreement with SWK which increases the Term Loan balance from $3.7 million to $6.5 million . The A&R Credit Agreement provides the Company a principal repayment holiday until February 2019. Interest, fees, costs, and expenses are payable quarterly beginning in the third quarter of 2017. All mandatory payments of principal, interest, fees, costs, and expenses are determined by a revenue-based formula that has been in effect since the original Credit Agreement. Principal payments, once they begin, are capped at $500,000 per quarter. In addition, SWK is providing a $2.0 million seasonal revolving credit facility, which is guaranteed by the parent company of one of the Former Provant Owners. The Company also entered into the Third Amendment with SCM to expand the Company's revolving credit facility from $7.0 million to $10.0 million with an accordion to $15.0 million during high-volume months. The A&R Credit Agreement and the Third Amendment revised the previous covenants, and contain customary representations and warranties and various affirmative and negative covenants including minimum aggregate revenue, adjusted EBITDA, and consolidated unencumbered liquid assets requirements. Noncompliance with these covenants constitutes an event of default. Minimum aggregate revenue must not be less than $10.5 million for the three months ending June 30, 2017, $26.0 million for the six months ending September 30, 2017, $53.0 million for the nine months ending December 31, 2017, $69.0 million for the twelve months ending March 31, 2018, $70.0 million for the twelve months ending June 30, 2018, $71.0 million for the twelve months ending September 30, 2018, $74.0 million for the twelve months ending December 31, 2018, and $75.0 million for the twelve months ending each fiscal quarter thereafter. Adjusted EBITDA must not be less than $3.0 million for the twelve months ending December 31, 2017, $5.0 million for the twelve months ending March 31, 2018, $5.2 million for the twelve months ending June 30, 2018, $6.0 million for the twelve months ending September 30, 2018, $8.0 million for the twelve months ending December 31, 2018, and $9.0 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 June 30, 2017, $0.75 million on the last day of the fiscal quarter ending September 30, 2017, and $1.0 million any fiscal quarter thereafter. In connection with the execution of the A&R Credit Agreement, the Company issued to SWK a Second Amended and Restated Closing Date Warrant (the “A&R Warrant”) to replace its existing warrant to purchase 543,479 shares of the Company’s common stock. Upon exercise of the A&R Warrant, the total number of shares of the Company’s common stock to be issued to SWK will be approximately 1.3 million at an approximate strike price of $0.84 per share. To fulfill a condition of the A&R Credit Agreement, the Company has issued 4,025,000 shares of its common stock for an aggregate purchase price of $3.2 million between February 1, 2017 and May 11, 2017. These shares were sold at a purchase price of $0.80 per share plus one-half warrant per share with a strike price of $1.35 per share. The Company is required, and intends, to issue shares of its common stock for an additional $280,000 within 90 days following closing of the Merger. The Company expects the Merger to increase the scale of the Company, improving gross margins due to combined revenues and operational synergies decreasing costs. While the Company expects its financial condition to improve after the Merger, Provant has a history of operating losses as well, and the Company will be incurring significant costs and additional debt for the transaction. See Part II, Item 1A, Risk Factors. On May 2, 2017, the Company's common stock, par value $.04 per share, began trading on OTCQX Best Market, after voluntarily delisting from the NYSE MKT on May 1, 2017. The Company now trades under the symbol "HPHW" on OTCQX Best Market. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with instructions for Form 10-Q and the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's 2016 Annual Report on Form 10-K, filed with the SEC on March 9, 2017, and the Company's 2016 Annual Report on Form 10-K/A, filed with the SEC on May 1, 2017 . Financial statements prepared in accordance with U.S. GAAP require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and other disclosures. The financial information included herein is unaudited; however, such information reflects all adjustments that are, in the opinion of the Company's management, necessary for a fair statement of results for the interim periods presented. The results of operations for the three month periods ended March 31, 2017 and 2016 are not necessarily indicative of the results to be expected for any other interim period or the full year. See “Management's Discussion and Analysis of Financial Condition and Results of Operations” for additional information. |
Discontinued Operations | 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 Quarterly Report on Form 10-Q. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2014-09, "Revenue from Contracts with Customers (Topic 606)", 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 impact the adoption of ASU 2014-09 will have on the consolidated financial statements and related disclosures. 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 was effective for public companies in fiscal years beginning after December 15, 2016, with early adoption permitted. The implementation of this ASU did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)", 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 No. 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 was effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The implementation of this ASU did not have a material impact on the Company's 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. |
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. |
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. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock option activity for the three month period ended March 31, 2017 : Number of Options Weighted Average Exercise Price Per Option Weighted Average remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding balance at December 31, 2016 403,986 $ 4.62 Granted — — Exercised — — Forfeited and Expired (6,637 ) 1.93 Outstanding balance at March 31, 2017 397,349 4.67 7.81 $0 Options exercisable at March 31, 2017 224,024 $ 6.41 6.96 $0 |
Goodwill and Other Intangible21
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Subject to Amortization | 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: March 31, 2017 December 31, 2016 (in thousands) Gross Carrying Amount Accumulated Amortization Intangibles Assets, net Gross Carrying Amount Accumulated Amortization Intangibles Assets, net Portal $ 4,151 $ 2,029 $ 2,122 $ 4,151 $ 1,770 $ 2,381 Customer relationships 2,097 513 1,584 2,097 447 1,650 Total $ 6,248 $ 2,542 $ 3,706 $ 6,248 $ 2,217 $ 4,031 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring Charges [Abstract] | |
Activity in the Restructure Accrual | The following table provides a summary of the activity in the facility closure obligation for the three month period ended March 31, 2017 : (in thousands) December 31, 2016 Adjustments Payments March 31, 2017 Facility closure obligation $ 372 $ (173 ) $ (197 ) $ 2 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes the Company's outstanding borrowings: (in thousands) March 31, 2017 December 31, 2016 2016 Credit and Security Agreement $ 3,991 $ 3,603 Term Loan 3,676 3,676 Discount on Term Loan (755 ) (1,122 ) Unamortized debt issuance costs related to Term Loan (226 ) (336 ) Total debt 6,686 5,821 Short-term portion (6,686 ) (5,821 ) Total long-term debt, net $ — $ — |
Summary of Components of Interest Expense | The following table summarizes the components of interest expense for the three month periods ended March 31, 2017 and 2016 : (in thousands) Three Months Ended March 31, 2017 2016 Interest expense on Term Loan (effective interest rate at March 31, 2017 and 2016 was 15%) $ 138 $ 180 Interest expense on 2013 Loan and Security Agreement — 32 Interest expense on 2016 Credit and Security Agreement 81 — Accretion of termination fees (over term of Term Loan at rate of 8%) 41 46 Amortization of debt issuance costs 140 61 Amortization of debt discount associated with SWK Warrants #1 and #2 (defined below) 367 411 Mark to market of SWK Warrant #2 (defined below) — 59 Total $ 767 $ 789 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Term Loan and Derivative Liability | March 31, 2017 December 31, 2016 (in thousands) Face Value Fair Value Carrying Amount Face Value Fair Value Carrying Amount Term Loan $ 5,000 $ 4,869 $ 2,695 $ 5,000 $ 4,865 $ 2,218 |
Basis of Presentation (Details)
Basis of Presentation (Details) | Jun. 15, 2016$ / sharesshares | Mar. 31, 2016segment | Mar. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Number of reporting segments | segment | 1 | |||
Stock split conversion ratio | 0.0667 | |||
Common stock, shares authorized (in shares) | shares | 240,000,000 | 240,000,000 | 240,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.04 | $ 0.04 | $ 0.04 |
Liquidity and Going Concern A26
Liquidity and Going Concern Assessment (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017USD ($)states | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||||
Working capital deficit | $ (10,500) | |||
Cash and cash equivalents | 226 | $ 2,031 | $ 1,866 | $ 2,035 |
Past due payables | 4,900 | |||
Net cash used in operating activities of continuing operations | 3,239 | 3,390 | ||
Loss from continuing operations | (3,242) | (3,269) | ||
Proceeds from issuance of common stock and warrants | $ 1,300 | $ 4,712 | ||
Number of operating leases settlements | states | 3 | |||
Reduction in operating lease obligations | $ 700 | |||
Line of credit | 2016 Credit and Security Agreement | ||||
Debt Instrument [Line Items] | ||||
Borrowings outstanding | 4,000 | |||
Available borrowing availability | 200 | |||
Loans payable | Credit agreement | ||||
Debt Instrument [Line Items] | ||||
Outstanding borrowings under term loan | $ 3,700 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average options outstanding (in shares) | 399,058 | 297,071 |
Number of warrants to purchase shares issued (in shares) | 543,479 | |
IPO | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of warrants to purchase shares issued (in shares) | 856,250 | |
Private Placement | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of warrants to purchase shares issued (in shares) | 856,250 | |
Warrants strike price (in dollars per share) | $ 1.35 | |
Exercisable period of warrants | 4 years | |
Stocks issued (in shares) | 1,712,500 | |
Proceeds from private placement, net | $ 1.3 |
Share-Based Compensation - Plan
Share-Based Compensation - Plan (Details) - shares | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Options granted (in shares) | 0 | ||
2008 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of shares authorized under the plans (in shares) | 333,333 | ||
Options granted (in shares) | 0 | 53,333 | |
Remaining shares available for grant under the plan (in shares) | 42,650 | ||
Contractual life of options | 10 years | ||
2011 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of shares authorized under the plans (in shares) | 633,333 | ||
Options granted (in shares) | 0 | 0 | |
Remaining shares available for grant under the plan (in shares) | 233,028 | ||
Contractual life of options | 10 years | ||
2011 Plan | Non-employee Advisory Member of Board of Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Options granted (in shares) | 6,000 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock Option Activity [Roll Forward] | ||
Outstanding balance at December 31, 2016 (in shares) | 403,986 | |
Options granted (in shares) | 0 | |
Options exercised (in shares) | 0 | 0 |
Options forfeited and expired (in shares) | (6,637) | |
Outstanding balance at March 31, 2017 (in shares) | 397,349 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Outstanding balance (weighted average exercise price) at December 31, 2016 (in dollars per share) | $ 4.62 | |
Granted (weighted average exercise price) (in dollars per share) | 0 | |
Exercised (weighted averaged exercise price) (in dollars per share) | 0 | |
Forfeited and Expired (weighted average exercise price) (in dollars per share) | 1.93 | |
Outstanding balance (weighted average exercise price) at March 31, 2017 (in dollars per share) | $ 4.67 | |
Weighted Average Remaining Contractual Life, options outstanding | 7 years 9 months 22 days | |
Aggregate Intrinsic Value of options | $ 0 | |
Number of options exercisable at March 31, 2017 (in shares) | 224,024 | |
Weighted average exercise price of options exercisable at March 31, 2017 (in dollars per share) | $ 6.41 | |
Weighted Average Remaining Contractual Life, options exercisable | 6 years 11 months 15 days | |
Aggregate Intrinsic Value of options | $ 0 |
Share-Based Compensation - St30
Share-Based Compensation - Stock Options Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options exercised (in shares) | 0 | 0 |
Exercised (weighted averaged exercise price) (in dollars per share) | $ 0 | |
Options vested in period (in shares) | 27,770 | |
Aggregate fair value of options vested in period | $ 0.1 | |
Unrecognized compensation cost related to stock options | $ 0.2 | |
Weighted average period for recognition of compensation cost | 1 year 8 months 9 days | |
Share-based compensation expense | $ 0.1 | $ 0.1 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 0.6 | $ 0.7 |
Components | $ 0.5 | $ 0.4 |
Goodwill and Other Intangible32
Goodwill and Other Intangible Assets (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 633,000 | $ 633,000 | |
Amortization expense | 300,000 | $ 300,000 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 6,248,000 | 6,248,000 | |
Accumulated Amortization | 2,542,000 | 2,217,000 | |
Intangibles Assets, net | 3,706,000 | 4,031,000 | |
Impairment of intangible assets | $ 0 | ||
Portal | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life of intangibles | 4 years | ||
Gross Carrying Amount | $ 4,151,000 | 4,151,000 | |
Accumulated Amortization | 2,029,000 | 1,770,000 | |
Intangibles Assets, net | $ 2,122,000 | 2,381,000 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life of intangibles | 8 years | ||
Gross Carrying Amount | $ 2,097,000 | 2,097,000 | |
Accumulated Amortization | 513,000 | 447,000 | |
Intangibles Assets, net | $ 1,584,000 | $ 1,650,000 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||
Gain on discontinued operations | $ 113 | $ (159) | |
Settlement liability | 415 | $ 317 | |
Facility closure obligation | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve | 2 | 372 | |
Facility closure obligation | Discontinued operations | Hooper Holmes Services | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve | $ 400 | ||
Gain on discontinued operations | 100 | ||
Settlement receivable | 400 | ||
Settlement liability | $ 400 |
Restructuring Charges - Activit
Restructuring Charges - Activity in Restructure Accrual (Details) - Facility closure obligation $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | $ 372 |
Adjustments | (173) |
Payments | (197) |
Restructuring reserve, ending balance | $ 2 |
Debt - Summary of Outstanding B
Debt - Summary of Outstanding Borrowings (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total debt | $ 6,686 | $ 5,821 |
Short-term portion | (6,686) | (5,821) |
Total long-term debt, net | 0 | 0 |
Line of credit | 2016 Credit and Security Agreement | ||
Debt Instrument [Line Items] | ||
Total debt | 3,991 | 3,603 |
Loans payable | Credit agreement | ||
Debt Instrument [Line Items] | ||
Total debt | 3,676 | 3,676 |
Discount on Term Loan | (755) | (1,122) |
Unamortized debt issuance costs related to Term Loan | $ (226) | $ (336) |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense Components (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Apr. 17, 2015 | |
Debt Instrument [Line Items] | |||
Amortization of deferred financing costs | $ 140 | $ 61 | |
Amortization of debt discount associated with SWK Warrants 1 and 2 (defined below) | 367 | 411 | |
Mark to market of SWK Warrant 2 (defined below) | 0 | 59 | |
Total | 767 | 789 | |
Loans payable | Credit agreement | |||
Debt Instrument [Line Items] | |||
Interest expense | 138 | 180 | |
Accretion of termination fees (over term of Term Loan at rate of 8%) | $ 41 | $ 46 | |
Accretion of termination fees over Term Loan (as percent) | 8.00% | 8.00% | 8.00% |
Loans payable | Credit agreement | LIBOR | |||
Debt Instrument [Line Items] | |||
Effective interest rate (as percent) | 15.00% | 15.00% | |
Line of credit | 2013 Loan and Security Agreement | |||
Debt Instrument [Line Items] | |||
Interest expense | $ 0 | $ 32 | |
Line of credit | 2016 Credit and Security Agreement | |||
Debt Instrument [Line Items] | |||
Interest expense | $ 81 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Apr. 29, 2016 | Mar. 28, 2016 | Apr. 17, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | May 02, 2017 | Dec. 31, 2016 | Nov. 15, 2016 | Jun. 15, 2016 | Apr. 30, 2015 |
Debt [Line Items] | ||||||||||
Mark to market of SWK Warrant 2 (defined below) | $ 0 | $ 59,000 | ||||||||
Common stock, par value (in dollars per share) | $ 0.04 | $ 0.04 | $ 0.04 | |||||||
Subsequent event | ||||||||||
Debt [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ 0.04 | |||||||||
Loans payable | ||||||||||
Debt [Line Items] | ||||||||||
Amount of term loan | $ 5,000,000 | $ 5,000,000 | ||||||||
Loans payable | 2013 Loan and Security Agreement | Contingently Issuable Warrant | ||||||||||
Debt [Line Items] | ||||||||||
Value of warrant to be issued is debt instrument is not paid | $ 1,250,000 | |||||||||
Loans payable | Credit agreement | ||||||||||
Debt [Line Items] | ||||||||||
Expected term | 7 years | |||||||||
Facility fee amount | $ 100,000 | |||||||||
Deferred issuance costs, net | $ 226,000 | 336,000 | ||||||||
Debt covenant, minimum aggregate revenue for twelve month period ending each fiscal quarter thereafter | $ 42,000,000 | |||||||||
Debt covenant, minimum EBITDA amount for the twelve month period ending March 31, 2017 | 500,000 | |||||||||
Debt covenant, minimum EBITDA amount for the twelve month period ending June 30, 2017 | 900,000 | |||||||||
Debt covenant, minimum EBITDA amount for the twelve months ending each fiscal quarter thereafter | 2,500,000 | |||||||||
Amount of term loan | 5,000,000 | |||||||||
Maximum aggregate revenue-based payment | $ 600,000 | |||||||||
Variable rate floor, percent | 1.00% | |||||||||
Exit fee as a percent of aggregate principal | 8.00% | 8.00% | 8.00% | |||||||
Debt covenant, maximum debt outstanding | $ 250,000 | |||||||||
Number of shares to be purchased under warrant (in shares) | 543,479 | |||||||||
Term loan, fair value | $ 755,000 | $ 1,122,000 | ||||||||
Expected volatility rate (as percent) | 85.00% | |||||||||
Risk free interest rate (as percent) | 1.40% | |||||||||
Dividend rate (as percent) | 0.00% | |||||||||
Common stock, par value (in dollars per share) | $ 0.04 | |||||||||
Value of stock issued | $ 100,000 | |||||||||
Loans payable | Credit agreement | Annual Aggregate Revenue Up To And Including $20 million | ||||||||||
Debt [Line Items] | ||||||||||
Debt Instrument, Quarterly Revenue-Based Payments As A Percent Of Annual Aggregate Revenue | 8.50% | |||||||||
Annual aggregate revenue limit | $ 20,000,000 | |||||||||
Loans payable | Credit agreement | Annual Aggregate Revenue Greater Than $20 million Up To And Including $30 million | ||||||||||
Debt [Line Items] | ||||||||||
Debt Instrument, Quarterly Revenue-Based Payments As A Percent Of Annual Aggregate Revenue | 7.00% | |||||||||
Annual aggregate revenue limit | $ 20,000,000 | |||||||||
Loans payable | Credit agreement | Annual Aggregate Revenue Greater Than $30 million | ||||||||||
Debt [Line Items] | ||||||||||
Debt Instrument, Quarterly Revenue-Based Payments As A Percent Of Annual Aggregate Revenue | 5.00% | |||||||||
Annual aggregate revenue limit | $ 30,000,000 | |||||||||
Loans payable | Credit agreement | LIBOR | ||||||||||
Debt [Line Items] | ||||||||||
Spread on variable rate (as percent) | 14.00% | |||||||||
Loans payable | Credit agreement | Contingently Issuable Warrant | ||||||||||
Debt [Line Items] | ||||||||||
Value of warrant to be issued is debt instrument is not paid | $ 1,250,000 | |||||||||
Expected term | 7 years | |||||||||
Term loan, fair value | $ 3,600,000 | |||||||||
Expected volatility rate (as percent) | 80.00% | |||||||||
Risk free interest rate (as percent) | 2.10% | |||||||||
Dividend rate (as percent) | 0.00% | |||||||||
Line of credit | 2016 Credit and Security Agreement | ||||||||||
Debt [Line Items] | ||||||||||
Maximum borrowing capacity | $ 7,000,000 | |||||||||
Expected term | 3 years | |||||||||
Borrowings outstanding | 4,000,000 | |||||||||
Available borrowing availability | 200,000 | |||||||||
Facility fee amount | $ 100,000 | |||||||||
Commitment fee, percentage (as percent) | 0.50% | |||||||||
Collateral fee (as percent) | 0.50% | |||||||||
Debt covenant, minimum aggregate revenue for twelve month period ending March 31, 2017 | 41,000,000 | |||||||||
Debt covenant, minimum aggregate revenue for twelve month period ending each fiscal quarter thereafter | 42,000,000 | |||||||||
Debt covenant, minimum EBITDA amount for the twelve month period ending March 31, 2017 | 500,000 | |||||||||
Debt covenant, minimum EBITDA amount for the twelve month period ending June 30, 2017 | 900,000 | |||||||||
Debt covenant, minimum EBITDA amount for the twelve months ending each fiscal quarter thereafter | 2,500,000 | |||||||||
Line of credit | 2016 Credit and Security Agreement | Last day of any fiscal quarter thereafter | ||||||||||
Debt [Line Items] | ||||||||||
Minimum consolidated unencumbered liquid assets required | 750,000 | |||||||||
Line of credit | 2016 Credit and Security Agreement | Other Assets | ||||||||||
Debt [Line Items] | ||||||||||
Deferred issuance costs, net | $ 200,000 | |||||||||
Line of credit | 2016 Credit and Security Agreement | Prime rate | ||||||||||
Debt [Line Items] | ||||||||||
Spread on variable rate (as percent) | 5.50% | |||||||||
Line of credit | Credit agreement | ||||||||||
Debt [Line Items] | ||||||||||
Debt covenant, minimum aggregate revenue for twelve month period ending March 31, 2017 | 41,000,000 | |||||||||
Line of credit | Credit agreement | Last day of any fiscal quarter thereafter | ||||||||||
Debt [Line Items] | ||||||||||
Minimum consolidated unencumbered liquid assets required | $ 750,000 | |||||||||
Warrant One | Loans payable | Credit agreement | ||||||||||
Debt [Line Items] | ||||||||||
Exercise price of warrant (in dollars per share) | $ 1.30 | |||||||||
Warrant One | Loans payable | Credit agreement | Additional Paid-in Capital | ||||||||||
Debt [Line Items] | ||||||||||
Mark to market of SWK Warrant 2 (defined below) | $ 300,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Aug. 05, 2016USD ($) | Mar. 31, 2017USD ($)operating_lease | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on discontinued operations | $ 113 | $ (159) | ||
Settlement liability | $ 415 | $ 317 | ||
Employment agreements, contract term | 1 year | |||
Portamedic Service Line | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Litigation settlement amount | $ 450 | |||
Portamedic Service Line | Other Current Liabilities | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss contingency liability | $ 450 | 450 | ||
Facility closure obligation | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Restructuring reserve | 2 | 372 | ||
Facility closure obligation | Discontinued operations | Hooper Holmes Services | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on discontinued operations | 100 | |||
Settlement liability | 400 | |||
Restructuring reserve | $ 400 | |||
Employee Severance | Other Current Liabilities | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Restructuring reserve | $ 200 | |||
Iowa and Indianapolis | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of contracts in default under operating leases | operating_lease | 2 | |||
Selling, general and administrative expenses | Des Moines | Operating Lease | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss contingency liability | $ 100 | |||
Loss from operations | Discontinued operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss contingency recognized | $ 150 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | May 15, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Unrecognized tax benefits | $ 0 | $ 0 | ||
Interest and penalty payments | 0 | 0 | ||
Current federal tax benefit | 0 | 0 | ||
Current state tax benefit | $ 0 | $ 0 | ||
Ownership percentage, threshold for utilization of net operating losses carryforward | 50.00% | |||
U.S. Federal | ||||
Operating loss carryforwards, subject to expiration | $ 176,200,000 | |||
State | ||||
Operating loss carryforwards, subject to expiration | $ 143,000,000 | |||
Scenario, Forecast | ||||
Ownership percentage, threshold for utilization of net operating losses carryforward | 50.00% | |||
Deferred tax assets, operating loss carryforwards, annual limitation | $ 200,000 | |||
Scenario, Forecast | U.S. Federal | ||||
Operating loss carryforwards, subject to expiration | 172,700,000 | |||
Scenario, Forecast | State | ||||
Operating loss carryforwards, subject to expiration | $ 140,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Term Loan - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan - Face Value | $ 5,000 | $ 5,000 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan, Carrying Amount | 2,695 | 2,218 |
Level 3 | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term Loan, Fair Value | $ 4,869 | $ 4,865 |
Subsequent Events (Details)
Subsequent Events (Details) | May 12, 2017USD ($)guarantor$ / sharesshares | May 11, 2017shares | Mar. 28, 2016USD ($)$ / shares | May 12, 2017USD ($)guarantor$ / sharesshares | May 02, 2017$ / shares | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Nov. 15, 2016USD ($) | Jun. 15, 2016$ / shares | Apr. 29, 2016USD ($) |
Subsequent Event [Line Items] | ||||||||||
Common stock, shares outstanding (in shares) | shares | 12,167,349 | 10,103,525 | ||||||||
Term loan balance | $ 6,686,000 | $ 5,821,000 | ||||||||
Number of warrants to purchase shares issued (in shares) | shares | 543,479 | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.04 | $ 0.04 | $ 0.04 | |||||||
Loans payable | Credit agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Term loan balance | $ 3,676,000 | $ 3,676,000 | ||||||||
Debt covenant, minimum aggregate revenue for twelve months period ending each fiscal period thereafter | $ 42,000,000 | |||||||||
Debt covenant, minimum EBITDA amount for the twelve month period ending December 31, 2017 | 500,000 | |||||||||
Debt covenant, minimum EBITDA amount for the twelve month period ending March 31, 2018 | 900,000 | |||||||||
Debt covenant, minimum EBITDA amount for the twelve month period ending June 30, 2018 | 2,500,000 | |||||||||
Value of stock issued | $ 100,000 | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.04 | |||||||||
Line of credit | Credit agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt covenant, minimum aggregate revenue for three months period ending June 30, 2017 | 41,000,000 | |||||||||
Line of credit | 2016 Credit and Security Agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Term loan balance | 3,991,000 | $ 3,603,000 | ||||||||
Maximum borrowing capacity | $ 7,000,000 | |||||||||
Debt covenant, minimum aggregate revenue for three months period ending June 30, 2017 | 41,000,000 | |||||||||
Debt covenant, minimum aggregate revenue for twelve months period ending each fiscal period thereafter | 42,000,000 | |||||||||
Debt covenant, minimum EBITDA amount for the twelve month period ending December 31, 2017 | 500,000 | |||||||||
Debt covenant, minimum EBITDA amount for the twelve month period ending March 31, 2018 | 900,000 | |||||||||
Debt covenant, minimum EBITDA amount for the twelve month period ending June 30, 2018 | $ 2,500,000 | |||||||||
Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC | Loans payable | Credit agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Term loan balance | 3,700,000 | |||||||||
Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC | Line of credit | 2016 Credit and Security Agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Maximum borrowing capacity | $ 7,000,000 | |||||||||
Subsequent event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.04 | |||||||||
Subsequent event | Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shared to be issued in acquisition (up to amount) (in shares) | shares | 10,448,849 | |||||||||
Common stock, shares outstanding (in shares) | shares | 25,500,000 | |||||||||
Number of warrants to purchase shares issued (in shares) | shares | 543,479 | 543,479 | ||||||||
Value of stock issued | $ 1,300,000 | $ 3,200,000 | ||||||||
Warrants strike price (in dollars per share) | $ / shares | $ 0.84 | $ 1.35 | ||||||||
Stocks issued (in shares) | shares | 4,025,000 | |||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | 0.80 | $ 0.80 | ||||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 0.50 | $ 0.50 | ||||||||
Option indexed to issue shares (in shares) | shares | 280,000 | 280,000 | ||||||||
Option indexed, term to issue shares | 90 days | |||||||||
Subsequent event | Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC | Loans payable | Credit agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Term loan balance | $ 6,500,000 | $ 6,500,000 | ||||||||
Debt covenant, minimum EBITDA amount for the twelve month period ending December 31, 2017 | 3,000,000 | 3,000,000 | ||||||||
Debt covenant, minimum EBITDA amount for the twelve month period ending March 31, 2018 | 5,000,000 | 5,000,000 | ||||||||
Debt covenant, minimum EBITDA amount for the twelve month period ending June 30, 2018 | 5,200,000 | 5,200,000 | ||||||||
Debt covenant, minimum EBITDA amount for the twelve month period ending September 30, 2018 | 6,000,000 | 6,000,000 | ||||||||
Debt covenant, minimum EBITDA amount for the twelve month period ending December 31, 2018 | 8,000,000 | 8,000,000 | ||||||||
Debt covenant, minimum EBITDA amount for the twelve month ending each fiscal year thereafter | 9,000,000 | 9,000,000 | ||||||||
Minimum consolidated unencumbered liquid assets required on last day of fiscal quarter ended June 30, 2017 | 500,000 | 500,000 | ||||||||
Minimum consolidated unencumbered liquid assets required on last day of fiscal quarter ended September 30, 2017 | 750,000 | 750,000 | ||||||||
Minimum consolidated unencumbered liquid assets required on last day of any fiscal quarter thereafter | 1,000,000 | 1,000,000 | ||||||||
Subsequent event | Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC | Line of credit | Credit agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt covenant, minimum aggregate revenue for three months period ending June 30, 2017 | 10,500,000 | 10,500,000 | ||||||||
Debt covenant, minimum aggregate revenue for six months period ending September 30, 2017 | 26,000,000 | 26,000,000 | ||||||||
Debt covenant, minimum aggregate revenue for nine months period ending December 31, 2017 | 53,000,000 | 53,000,000 | ||||||||
Debt covenant, minimum aggregate revenue for twelve months period ending March 31, 2018 | 69,000,000 | 69,000,000 | ||||||||
Debt covenant, minimum aggregate revenue for twelve months period ending June 30, 2018 | 70,000,000 | 70,000,000 | ||||||||
Debt covenant, minimum aggregate revenue for twelve months period ending September 30, 2018 | 71,000,000 | 71,000,000 | ||||||||
Debt covenant, minimum aggregate revenue for twelve months period ending December 31, 2018 | 74,000,000 | 74,000,000 | ||||||||
Debt covenant, minimum aggregate revenue for twelve months period ending each fiscal period thereafter | 75,000,000 | 75,000,000 | ||||||||
Subsequent event | Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC | Line of credit | 2016 Credit and Security Agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Maximum borrowing capacity | 10,000,000 | 10,000,000 | ||||||||
Line of credit facility, capacity available during high-volume months | $ 15,000,000 | $ 15,000,000 | ||||||||
Subsequent event | Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC | Affiliated Entity | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Ownership percentage by noncontrolling owners | 49.00% | |||||||||
Subsequent event | Piper Merger Corp., Provant Health Solutions, LLC and Wellness Holdings, LLC | Guarantor Subsidiaries | Line of credit | Revolving Credit Facility | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of guarantors | guarantor | 1 | 1 | ||||||||
Maximum borrowing capacity | $ 2,000,000 | $ 2,000,000 |