Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 29, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | HOOPER HOLMES INC | ||
Entity Central Index Key | 741,815 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Public Float | $ 7,600,000 | ||
Entity Common Stock, Shares Outstanding | 26,768,498 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 884 | $ 1,866 |
Accounts receivable, less allowance for doubtful accounts of $260 and $43, at December 31, 2017 and 2016, respectively | 16,762 | 4,155 |
Inventories | 1,004 | 1,112 |
Other current assets | 998 | 345 |
Total current assets | 19,648 | 7,478 |
Property, plant and equipment, net | 1,752 | 1,760 |
Intangible assets | 9,644 | 4,031 |
Goodwill | 8,759 | 633 |
Other assets | 397 | 352 |
Total assets | 40,200 | 14,254 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Accounts payable | 12,690 | 6,612 |
Accrued expenses | 9,255 | 1,747 |
Short-term debt | 19,314 | 5,821 |
Other current liabilities | 5,529 | 2,621 |
Total current liabilities | 46,788 | 16,801 |
Other long-term liabilities | 268 | 317 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Common stock, par value $.04 per share - Authorized 240,000,000 shares, Issued and Outstanding 26,768,498 and 10,103,525 shares, at December 31, 2017 and 2016, respectively | 1,071 | 404 |
Additional paid-in capital | 177,397 | 166,084 |
Accumulated deficit | (185,324) | (169,352) |
Total stockholders' deficit | (6,856) | (2,864) |
Total liabilities and stockholders' deficit | $ 40,200 | $ 14,254 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 260 | $ 43 |
Common stock, par value (usd per share) | $ 0.04 | $ 0.04 |
Common stock, shares authorized (shares) | 240,000,000 | 240,000,000 |
Common stock, shares issued (shares) | 26,768,498 | 10,103,525 |
Common stock, shares outstanding (shares) | 26,768,498 | 10,103,525 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 56,158 | $ 34,271 |
Cost of operations | 44,468 | 26,416 |
Gross profit | 11,690 | 7,855 |
Selling, general and administrative expenses | 22,338 | 14,532 |
Transaction costs | 2,882 | 559 |
Operating loss from continuing operations | (13,530) | (7,236) |
Interest expense, net | 3,195 | 3,570 |
Other income | 0 | (887) |
Loss from continuing operations before income tax (benefit) expense | (16,725) | (9,919) |
Income tax (benefit) expense | (645) | 25 |
Loss from continuing operations | (16,080) | (9,944) |
Gain (Loss) from discontinued operations | 108 | (380) |
Net loss | $ (15,972) | $ (10,324) |
Continuing operations | ||
Basic and Diluted (usd per share) | $ (0.76) | $ (1.11) |
Discontinued operations | ||
Basic and Diluted (usd per share) | 0.01 | (0.04) |
Net loss | ||
Basic and Diluted (in usd per share) | $ (0.75) | $ (1.15) |
Basic and Diluted (shares) | 21,324,664 | 8,981,563 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Total | LPC | Common Stock | Common StockLPC | Additional Paid-in Capital | Additional Paid-in CapitalLPC | Accumulated Deficit | Treasury Stock |
Beginning Balance (shares) at Dec. 31, 2015 | 5,201,733 | 626 | ||||||
Beginning Balance at Dec. 31, 2015 | $ 217 | $ 3,121 | $ 156,195 | $ (159,028) | $ (71) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (10,324) | (10,324) | ||||||
Issuance of common stock and warrants, net of issuance costs (shares) | 4,657,345 | |||||||
Issuance of common stock and warrants, net of issuance costs | 6,250 | $ 2,016 | 4,234 | |||||
Issuance of common stock in connection with amendments to Credit Agreement | 77,922 | |||||||
Issuance of common stock in connection with amendments to Credit Agreement | 150 | $ 47 | 103 | |||||
Other adjustments due to reverse stock split (shares) | 486 | |||||||
Reverse stock split re-allocation | 0 | $ (4,880) | 4,880 | |||||
Share-based compensation (shares) | 166,665 | |||||||
Share-based compensation | 579 | $ 100 | 479 | |||||
Retirement of treasury stock (shares) | (626) | (626) | ||||||
Retirement of treasury stock | 0 | (71) | $ 71 | |||||
Repricing of SWK Warrant 1 | 264 | 264 | ||||||
Ending Balance (shares) at Dec. 31, 2016 | 10,103,525 | 0 | ||||||
Ending Balance at Dec. 31, 2016 | (2,864) | $ 404 | 166,084 | (169,352) | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (15,972) | (15,972) | ||||||
Issuance of common stock and warrants, net of issuance costs (shares) | 4,720,324 | |||||||
Issuance of common stock and warrants, net of issuance costs | 3,414 | $ 189 | 3,225 | |||||
Share-based compensation (shares) | 435,800 | |||||||
Share-based compensation | 818 | $ 18 | 800 | |||||
Issuance of warrants to SWK in connection with debt amendments | 561 | 561 | ||||||
Issuance of common stock (shares) | 560,000 | 500,000 | ||||||
Issuance of common stock | 364 | $ 31 | $ 22 | $ 20 | 342 | $ 11 | ||
Issuance of common stock as Merger consideration (shares) | 10,448,849 | |||||||
Issuance of common stock as Merger consideration | 6,792 | $ 418 | 6,374 | |||||
Ending Balance (shares) at Dec. 31, 2017 | 26,768,498 | 0 | ||||||
Ending Balance at Dec. 31, 2017 | $ (6,856) | $ 1,071 | $ 177,397 | $ (185,324) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (15,972,000) | $ (10,324,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,610,000 | 2,633,000 |
Other debt related costs included in interest expense | 1,383,000 | 2,553,000 |
Share-based compensation expense | 818,000 | 579,000 |
Termination fees included in payoff of 2013 Loan and Security Agreement | 0 | 277,000 |
Write-off of SWK Warrant 2 | 0 | (887,000) |
Expense for issuance of warrant to SWK in connection with debt amendment | 361,000 | 0 |
Expense for common stock issuance for payment of transaction costs for the Merger | 364,000 | 0 |
Impairment of property, plant and equipment, net | 0 | 88,000 |
Provision for bad debt expense | 193,000 | 75,000 |
Issuance of common stock in connection with First Amendment to Credit Agreement | 0 | 50,000 |
Expense for common stock issuance for payment of transaction cost for the LPC Equity Line | 31,000 | 0 |
Change in assets and liabilities: | ||
Accounts receivable | (9,672,000) | 1,335,000 |
Inventories | 425,000 | (545,000) |
Other assets | 186,000 | (34,000) |
Accounts payable, accrued expenses and other liabilities | 6,263,000 | (244,000) |
Net cash used in operating activities | (12,010,000) | (4,444,000) |
Cash flows from investing activities: | ||
Capital expenditures | (420,000) | (364,000) |
Cash acquired from the Merger | 1,936,000 | 0 |
Net cash provided by (used in) investing activities | 1,516,000 | (364,000) |
Cash flows from financing activities: | ||
Proceeds from amendments of Term Loan | 4,783,000 | 0 |
Principal payments on Term Loan | 0 | (1,324,000) |
Proceeds from Seasonal Facility | 2,000,000 | 0 |
Payments on Seasonal Facility | (2,000,000) | 0 |
Issuance of common stock and warrants, net of issuance costs | 3,414,000 | 6,250,000 |
Debt issuance costs | (50,000) | (86,000) |
Payments on capital lease obligation | (227,000) | 0 |
Net cash provided by financing activities | 9,512,000 | 4,639,000 |
Net decrease in cash and cash equivalents | (982,000) | (169,000) |
Cash and cash equivalents at beginning of year | 1,866,000 | 2,035,000 |
Cash and cash equivalents at end of year | 884,000 | 1,866,000 |
Supplemental disclosure of non-cash investing activities: | ||
Fixed assets and prepaid expenses vouchered but not paid | 170,000 | 217,000 |
Supplemental disclosure of non-cash financing activities: | ||
Fair value of common stock issued as Merger consideration | 6,792,000 | 0 |
Fair value of debt assumed in Merger | 6,524,000 | 0 |
Issuance of common stock in connection with debt amendments | 0 | 100,000 |
Non-cash debt issuance costs | 0 | 550,000 |
Opening outstanding borrowings under 2016 Credit and Security Agreement | 0 | 3,028,000 |
Payoff of 2013 Loan and Security Agreement by CNH | 0 | (2,552,000) |
Supplemental disclosure of cash flow information: | ||
Interest | 1,519,000 | 987,000 |
Income taxes | 26,000 | 32,000 |
Provant | ||
Cash flows from financing activities: | ||
Repayments of credit facility | (4,684,000) | 0 |
Credit Facility | ||
Cash flows from financing activities: | ||
Borrowings under credit facility | 55,069,000 | 35,332,000 |
Repayments of credit facility | $ (48,793,000) | $ (35,533,000) |
Description of the Business, Ba
Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies Description of the Business Hooper Holmes, Inc. and its subsidiaries ("Hooper Holmes" or the "Company") provide on-site screening services and flu shots, laboratory testing, health risk assessment, and sample collection services to individuals as part of comprehensive health and wellbeing programs offered through organizations' sponsorships such organizations include corporate and government employers, health plans, hospital systems, health care management companies, wellbeing companies, brokers and consultants, disease management organizations, reward administrators, third party administrators, clinical research organizations and academic institutions. Through the Company's comprehensive health and wellbeing services, the Company also provides health coaching to support positive health risk migration, access to a wellbeing platform with individual and team challenges and rewards management, interoperability with third party digital health providers, 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. In addition, the Company leverages our national network of health professionals to support the delivery of other similar products and services. Our Food and Drug Administration ("FDA") and International Organization for Standardization ("ISO") certified medical-kit facility provides services to global pharmaceutical companies, and supports the delivery of our products and services in a high-quality, secure manner. In 2017, the Company merged with Provant Health Solutions, LLC ("PHS"), which offers a similar set of services as Hooper Holmes. The combined company provides a personalized, one-stop programming experience for customers, with proven outcomes powered by sophisticated data collection and management. This uniquely positions the Company to transform and capitalize on the large and growing health and wellbeing market. On January 23, 2018, the Company announced that it has re-branded to Hooper Holmes, Inc. d/b/a Provant Health. The Company operates under one reporting segment. Our biometric screening services are subject to seasonality, with the third and fourth quarters typically being our strongest quarters due to increased demand for screening services from mid-August through late-November related to annual benefit renewal cycles as well as the seasonal delivery of flu shots. Engagement in our health and wellbeing 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 our screening and health and wellbeing services, the Company generates ancillary revenue through the assembly of medical kits for sale to third parties. Basis of Presentation The accompanying consolidated financial statements include the accounts of Hooper Holmes, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation, and are reported on a calendar year basis. Prior to 2015, the Company completed the sale of certain assets comprising its Portamedic, Heritage Labs, and Hooper Holmes Services businesses. The operating results of these businesses have been segregated and reported as discontinued operations for all periods presented in this Form 10-K. On June 15, 2016, the Company completed a one-for-fifteen reverse stock split, in order to regain compliance with the NYSE MKT's minimum market price requirement. On May 2, 2017, our common stock began trading on OTCQX, after voluntarily delisting from the NYSE MKT on May 1, 2017. As a result of the reverse stock split, the share and per share information for all periods presented in these consolidated financial statements have been adjusted to reflect the impact of the reverse stock split. The reverse stock split did not affect the total number of authorized shares of common stock of 240,000,000 shares or the par value of the Company’s common stock at $0.04 . Accordingly, an adjustment was made between additional paid-in-capital and common stock in the consolidated balance sheet to reflect the new values after the reverse stock split. As previously noted, on May 11, 2017, the Company closed the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger dated March 7, 2017 (the "Merger Agreement") by and among Hooper Holmes, Piper Merger Corp., PHS, and Wellness Holdings, LLC. The Merger was treated as a purchase in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations, which requires allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed in the transaction, and Hooper Holmes was determined to be the acquirer in the Merger. The allocation of the purchase price was based on management's estimates and assumptions at the time of acquisition. As a result of the Merger, the Company recorded $8.1 million to goodwill, including a $0.7 million deferred tax liability. See Note 3 to the consolidated financial statements for further discussion. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of receivable balances, property, plant and equipment, valuation of goodwill and other intangible assets, deferred income tax assets, share based compensation expense and the assessment of contingencies, among others. These estimates and assumptions are based on our best estimates and judgment. The Company evaluates our estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which the Company believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates will be reflected in the consolidated financial statements in future periods. Summary of Significant Accounting Policies (a) Going Concern The Company follows the guidance in ASC 205-40, Presentation of Financial Statements - Going Concern which requires management to assess an entity’s ability to continue as a going concern and to provide related disclosure in certain circumstances. See Note 2 to the consolidated financial statements for the results of management’s assessment of its ability to continue as a going concern. (b) Cash and Cash Equivalents The Company considers highly liquid investments with original maturities at the date of purchase of less than 90 days to be cash equivalents. (c) Accounts Receivable Trade accounts receivable are recorded at the invoiced amount. Customer contracts state that the Company can charge interest but historically the Company has not. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Allowances for uncollectible accounts are estimated based on a periodic review of historical losses and the current receivables aging. Account balances are charged off to the allowance after all means of collections have been exhausted and potential for recovery is considered remote. Customer billing adjustments are recorded against revenue whereas adjustments for bad debts are recorded within selling, general and administrative expenses. The Company does not have any off-balance sheet credit exposure related to its customers. (d) Inventories Inventories, which consist of finished goods and component inventory, are stated at the lower of cost and net realizable market value. Included in inventories at December 31, 2017 and 2016 , are $0.5 million and $0.7 million , respectively, of finished goods and $0.5 million and $0.4 million , respectively, of components. (e) Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the assets’ estimated useful lives. Leasehold improvements are amortized over the shorter of the estimated useful life of the improvement or the remaining lease term. The cost of maintenance and repairs is charged to expense as incurred. Internal use software and website development costs are capitalized and included in property, plant and equipment in the consolidated balance sheet. These assets are depreciated over the estimated useful life of the asset using the straight-line method. Subsequent modifications or upgrades to internal use software are capitalized only to the extent that additional functionality is provided. (f) Long-Lived Assets Including Other Intangible Assets Long-lived assets are reviewed for impairment when events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Some of the key assumptions utilized in determining future projected cash flows include estimated growth rates, expected future sales, and estimated costs. See Notes 6 and 7 to the consolidated financial statements for further discussion. (g) Goodwill Goodwill is accounted for under the provisions of ASC 350, Intangibles – Goodwill and Other. As the Company manages and operates our business as a single operating segment and, therefore, with a single reportable segment, all goodwill is assigned to our one reporting unit. Goodwill is subject to at least an annual impairment assessment or more frequently if circumstances indicate that impairment is likely. Any one event or a combination of events such as change in the business climate, a negative change in relationships with significant customers and changes to strategic decisions, including decisions to expand made in response to economic or competitive conditions could require an interim assessment prior to the next required annual assessment. See Note 7 to the consolidated financial statements for further discussion. (h) Revenue Recognition Revenue is recognized for screening services when the screening is completed based on the either the actual number of participants screened or an estimated minimum depending on the terms of the contract. Revenue for wellness portal services are recognized on a per eligible member, per month basis, while revenue from wellness coaching services are recognized as services are performed or ratable over the delivery period. Revenue for kit assembly is recorded upon completion of the kit. In all cases, there must be evidence of an agreement with the customer, the sales price must be fixed or determinable, delivery of services must have occurred, and the ability to collect must be reasonably assured. For contracts with multiple elements, the Company allocates consideration to the identified units of accounting based on the relative selling price hierarchy set forth in the relevant accounting guidance. The Company determines the selling price for each deliverable using vendor-specific objective evidence ("VSOE") of selling price or third-party evidence ("TPE") of selling price, if it exists. If neither VSOE nor TPE of selling price exist for a deliverable, the Company uses our best estimate of selling price ("BESP") for that deliverable. The Company estimates BESP for a deliverable by considering company-specific factors such as pricing strategies and direct product and other costs. Sales tax collected from customers and remitted to governmental authorities is accounted for on a net basis and therefore is excluded from revenues in the consolidated statements of operations. (i) Share-Based Compensation The Company recognizes all share-based compensation to employees, directors, and consultants, including grants of stock options and restricted stock, in the consolidated financial statements as compensation cost based on their fair value on the date of grant, in accordance with ASC 718, Compensation-Stock Compensation. This compensation cost is recognized over the vesting period on a straight-line basis for the fair value of awards expected to vest. See Note 4 to the consolidated financial statements for further discussion. (j) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income and the reversal of deferred income tax liabilities during the period in which related temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the tax authorities. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense. See Note 11 to the consolidated financial statements for further discussion. (k) 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 results in the same amount for each of the two years ended December 31, 2017 and 2016 , because the inclusion of dilutive common stock equivalents would have been anti-dilutive for all periods presented. The Company has granted options to purchase shares of our common stock through employee stock plans with the weighted average options outstanding as of December 31, 2017 and 2016 , of 1,275,824 and 368,703 , respectively, all of which were outstanding as of December 31, 2017 , but are anti-dilutive because the Company is in a net loss position. (l) Concentration of Credit Risk Our accounts receivable are due primarily from healthcare management and wellbeing companies and our direct customers. As of December 31, 2017 , there were two customer balances that each accounted for more than 10% of the total consolidated accounts receivable. The accounts receivable balances for these customers represented approximately 40% of total consolidated accounts receivable as of December 31, 2017 . As of December 31, 2016 , there were two customer balances that accounted for more than 10% of the total consolidated accounts receivable and these customers represented approximately 40% of total consolidated accounts receivable. The Company had one customer who accounted for over 10% of consolidated revenues in the year ended December 31, 2017 . For the year ended December 31, 2016, the Company had two customers that each accounted for over 10% of consolidated revenues. No other customers accounted for more than 10% of consolidated revenues in the years ended December 31, 2017 and 2016 . (m) Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers", which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. This new guidance is effective for the Company in the first quarter of 2018. The Company has completed its review of customer contracts to understand the impacts of applying the new standard. The Company’s adoption of ASU 2014-09 as of January 1, 2018 uses the modified retrospective method. Under this method of adoption, the Company will recognize the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of accumulated deficit in the period of initial application. Comparative prior year periods will not be adjusted. While the Company is still finalizing its evaluation, the adoption of ASU 2014-09 will have a material impact on the consolidated financial statements. Based on the analysis performed to date, the Company expect the revenue from its services to remain substantially unchanged, with one exception. Depending on the terms of the contract, the period over which the upfront fees will be recognized may differ from the current treatment. In addition to the revenue change for up-front fees, the Company expects a change to the direct and incremental costs to obtain contract with customers, such as sales commissions, as these costs will be deferred and recognized over the period of benefit rather than expensing them as incurred in the period that the commissions are earned by our employees. The Company expects to record a cumulative effect adjustment as of the date of adoption resulting in the deferral of both revenue and commission expense, net to be less than $0.5 million . The new standard prescribes additional financial statement disclosures, which the Company is currently in the process of evaluating, in addition to updating the internal controls relating to the data to be included into the new 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, and was adopted on January 1, 2017. 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 2016-02, "Leases", which is intended to improve financial reporting about leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on its consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU 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 and was adopted on January 1, 2017. 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 adopted the guidance during the fourth fiscal quarter of 2017, prior to our annual testing of goodwill impairment. See Note 7 to the consolidated financial statements In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting", which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. ASU 2017-09 will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if the award's fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2017-09 to have a material impact on its consolidated financial position, results of operations or cash flows. |
Liquidity and Going Concern Ass
Liquidity and Going Concern Assessment | 12 Months Ended |
Dec. 31, 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 CNH Finance ("CNH"), as amended. If the Company needs to borrow in the future under its 2016 Credit and Security Agreement, as amended, which is solely at the lender's discretion, the amount available for borrowing may be less than the $15.0 million under this facility at any given time due to the manner in which the maximum available amount is calculated. The Company has an available borrowing base subject to reserves established at the lender's discretion of 85% of Eligible Receivables up to $15.0 million under this facility. At December 31, 2017 , the Company had $10.0 million of outstanding borrowings under the 2016 Credit and Security Agreement, with unused borrowing capacity of $1.8 million . In addition, the Company entered into the Amended and Restated Credit Agreement dated as of May 11, 2017 (the “A&R Credit Agreement”), with SWK Funding, LLC (“SWK”), as amended provides both a term loan of $8.5 million (the “Term Loan”) and a $2.0 million revolving credit facility (the “Seasonal Facility”) that the Company can use between June 1 and November 30, for both 2017 and 2018. In 2017, the A&R Credit Agreement with SWK, as amended, increased the principal balance under the existing former Term Loan to $6.5 million and provided for an additional $2.0 million term loan (the “August 2017 Term Loan”). The debt agreements with CNH and SWK 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 was not in compliance with as of December 31, 2017 . On February 2, 2018 , the Company entered into a Third Amendment to the A&R Credit Agreement which extended the August 2017 Term Loan’s maturity date to April 30, 2018. The Company has repaid $250,000 of the principal balance thereon as part of this Third Amendment. Under this Third Amendment, there was a second payment of $250,000 due in March 2018, which was not repaid in accordance with the amendment and as a result, the Company is currently in default. 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 screening services, the Company must expend cash to deliver the equipment and supplies required for the screening services. The Company must also expend cash to pay the health professionals and site management conducting the screening services. 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 our operations, management expects to continue using a revolving credit facility in 2018 and beyond. Going Concern In accordance with ASC 205-40, the following information reflects the results of management’s assessment of its 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 $27.1 million with $0.9 million of cash and cash equivalents at December 31, 2017 . The Company had $11.7 million of payables at December 31, 2017 , that were in past due date terms. The Company continues to work with its vendors to facilitate revised payment terms; however, the Company has had certain vendors who have terminated services, threatened to terminate services, filed legal action or threatened to file legal action due to aged outstanding payables and in order to accelerate invoice payments. At December 31, 2017 , over 35% of our outstanding payables were more than 90 days past due. If certain services were terminated and the Company was not able to find alternative sources of supply, it could have a material adverse impact on our business. • The Company’s net cash used in operating activities during the year ended December 31, 2017 , was $12.0 million . The Company’s current forecast does not indicate positive cash flow in 2018, and our history of losses requires us to be cautious in our forecasting. We continue reviewing restructuring within our organization for additional cost savings. • The Company incurred a loss from continuing operations of $16.1 million for the year ended December 31, 2017 ; however, this includes $3.2 million of one-time transaction and transition expenses related to the Merger. • The Company had $10.0 million of outstanding borrowings under the 2016 Credit and Security Agreement with CNH, with unused borrowing capacity of $1.8 million , at December 31, 2017 . As of March 30, 2018 , the Company had $4.9 million of outstanding borrowings with unused borrowing capacity of $0.2 million . Any borrowings on the unused borrowing capacity are at the discretion of CNH. The Company is presently in default under the 2016 Credit and Security Agreement as a result of a cross-default provision triggered by our March 2018 payment default under the Term Loan with SWK, described below. • The Company owed $8.5 million at December 31, 2017 under the Term Loan with SWK, which was used to fund the Merger and working capital. In addition, the Company owed $1.9 million to Century (as defined in Note 9 to the consolidated financial statements) for the Subordinated Promissory Note issued in connection with the Merger. • The maturity date of the August 2017 Term Loan, which comprised $2.0 million of the $8.5 million balance owed under the Term Loan with SWK, has been extended to April 30, 2018. As required by the Third Amendment, which provided for the April 30, 2018 extension, and on February 1, 2018, we repaid $250,000 of the principal balance on the August 2017 Term Loan. The extension also required a second payment of $250,000 in March that was not repaid. As a result of missing this March payment, the Company is currently in default of that agreement. • The debt agreements with CNH and SWK 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 December 31, 2017 . On February 2, 2018, we entered into a Third Amendment to the A&R Credit Agreement which provided a waiver for the measurement period ended December 31, 2017 , in the event the Company is able to pay $250,000 on March 15, 2018 , and the remaining balance of the August 2017 Term Loan in full, prior to April 30, 2018. The Company was not able to make its March 15, 2018 , payment; therefore, the Company defaulted on its loan with SWK and, due to the cross-default clause with CNH, was also in default on its 2016 Credit and Security Agreement. Even though the Company is in default, the lenders have not yet elected to exercise their rights under the agreements to declare the obligations immediately due and payable. If the Company is unable to remediate the existing default, comply with financial covenants in the future and cannot modify the covenants, find new or additional lenders, or raise additional equity, CNH reserves the right to terminate access to the unused borrowing capacity under the 2016 Credit and Security Agreement. CNH and SWK have reserved their 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 the debt agreements with CNH and SWK prohibit the Company from incurring additional debt of any kind without prior approval from the lenders. In addition, CNH has reserved the right to terminate access to the unused borrowing capacity under the 2016 Credit and Security Agreement. For additional information regarding the 2016 Credit and Security Agreement, the A&R Credit Agreement, and the related covenants, refer to Note 9 to the consolidated financial statements. If the Company is unable to negotiate forbearance agreements or waivers of the existing covenant and payment defaults with SWK and CNH, raise sufficient capital to repay the facilities, or replace the facilities with new debt facilities, the defaults could have a material adverse impact on the Company's business. • The Company has contractual obligations related to operating leases for our two major locations in Olathe, KS and East Greenwich, RI, capital leases obtained in the Merger and employment contracts which could adversely affect liquidity. Refer to Note 10 to the consolidated financial statements. Management's plans The Company expects to continue to monitor our liquidity carefully, work to reduce this uncertainty, and address our cash needs through a combination of one or more of the following actions: • As disclosed on our Form 8-K filed with the SEC on March 30, 2018, the Company appointed a Chief Restructuring Officer ("CRO"). The CRO’s principal duties in the immediate term are to establish a working capital plan, with the broader mandate to include developing and implementing plans to restructure the Company’s balance sheet, operating expense structure and overall strategies in an effort to resolve this going concern assessment. The plan, when finalized, may involve significant changes to the Company’s business model, including any or all of the following: divestitures of lines of business, reductions in staffing, changes to the type and pricing of the Company’s service offerings, and changes in the Company’s marketing and sales strategies and client mix. During the CRO’s tenure, our executive officers will report to the CRO. • Under the restructuring plan being developed by the CRO, the Company will consider all available options for strengthening our balance sheet through acquisitions and divestitures, capital-raising activities, and restructuring existing obligations. • The Company will continue to seek additional equity investments. During the year ended December 31, 2017 , the Company was able to raise $3.4 million of additional equity through the issuance of common stock and warrants, net of issuance costs. • The Company will seek a source of debt or equity sufficient to repay the principal balance of the August 2017 Term Loan prior to its maturity date of April 30, 2018, or as an alternative, may seek an agreement with SWK to modify the repayment obligation. The Company continues to work with SWK through the restructuring process, and will share with SWK the restructuring plan described above, once finalized. The result of this restructuring plan may impact SWK’s decision regarding the repayment terms of this loan. • The Company will seek forbearance agreements or waivers of the existing covenant and payment defaults with SWK and CNH. • On August 31, 2017, the Company entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”) (the "LPC Equity Line"), pursuant to which the Company has the right to sell to LPC up to $10.0 million in shares of our common stock, $0.04 par value. Based on the market price of the Company’s stock at the time of this filing, the Company would be limited to selling LPC a dollar value of shares totaling approximately $8,250 per day. Subject to these limitations and satisfaction of the conditions set forth in the Registration Rights Agreement, we will have the right to require LPC to purchase shares to provide equity financing for our operations over a 36 -month period. • As discussed in Note 10 to the 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 reduced our obligation by approximately $0.7 million compared to the original stated lease terms. • The Company has been able to obtain more favorable payment terms with some of its vendors and will continue to pursue revised terms, based on the new consolidated company model after the Merger. Hooper Holmes and PHS had several of the same vendors and have been able to work with them collectively to come up with more favorable terms for us going forward which should improve liquidity. • The Company will continue to aggressively seek new and return business from our existing customers and expand our presence in the health and wellness marketplace. The Company will also evaluate the overall profitability of our existing customer contracts and attempt to address underperforming business through price increases, cost savings or termination of services. • The Company will continue to analyze and implement further cost reduction initiatives and efficiency improvements (see Note 10 to the consolidated financial statements). In March 2018 , we reorganized several departments which resulted in headcount reductions and additional savings. Management's assessment and conclusion Considering the Company's recent history of liquidity challenges, the Company has evaluated its plans described above to determine the likelihood that they will be effectively implemented and, if so, the likelihood that they will alleviate or mitigate the conditions and events that raise substantial doubt about the Company's ability to continue as a going concern. Successful implementation of these plans involves both the Company's efforts and factors that are outside its control, such as its ability to attract and retain new and existing customers and to negotiate suitable terms with vendors and financing sources. As a result, the Company can give no assurance that its plans will be effectively implemented in such a way that they will sufficiently alleviate or mitigate the conditions and events noted above, which results in substantial doubt about the Company's ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. |
Merger
Merger | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Merger | Merger On May 11, 2017, the Company closed the Merger by and among Hooper Holmes, Piper Merger Corp., PHS, and Wellness Holdings, LLC. Hooper Holmes was determined to be the acquiring entity, both from a legal and accounting perspective. PHS was the only other surviving entity in the Merger, and as a result it became a wholly-owned subsidiary of Hooper Holmes. As Merger consideration, the Company issued 10,448,849 shares to the PHS equity holders (the “Former PHS Owners”). The Former PHS Owners now hold approximately 47% of approximately 26.8 million outstanding shares of our common stock as of December 31, 2017 . During the year ended December 31, 2017 , the Company incurred $2.5 million of transaction costs in connection with the Merger in the consolidated statement of operations. The Company expects the Merger to increase its scale, improving gross margins due to combined revenues and combined operations which will produce operational synergies by reducing fixed costs, which is the basis for the Merger and comprises the resulting goodwill recorded. While the Company expects its financial condition to improve after the Merger, PHS has a history of operating losses as well, and the Company has incurred significant costs and additional debt for the transaction. In order to provide additional working capital for the consolidated Company after the Merger, the Company entered into the A&R Credit Agreement with SWK which increased the principal balance under the existing Term Loan from $3.7 million to $6.5 million and provided the $2.0 million Seasonal Facility. The Company also entered into the Third Amendment with CNH 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. See Note 9 to the consolidated financial statements for further discussion of the debt and warrants issued in connection with the Merger. The Company allocated the purchase price to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The allocation of the purchase price was based on management's estimates and assumptions at the time of acquisition. As of December 31, 2017 , the Company has made adjustments to certain accrued expenses, subordinated debt discount, and tax balances during the measurement period, resulting in a $1.6 million increase in goodwill. The allocation of purchase price is as follows: (in thousands) December 31, 2017 Cash $ 1,936 Accounts receivable 3,128 Inventory and other assets 1,209 Fixed assets 1,041 Technology 4,200 Customer relationships 3,400 Trade name/trademark 200 Non-compete agreements 10 Goodwill 8,126 Accounts payable (2,945 ) Accrued expenses and other liabilities (including deferred income tax liability) (6,789 ) Line of credit (4,684 ) Capital leases (334 ) Deferred revenue (200 ) Subordinated promissory note (1,917 ) Subordinated promissory note, discount 411 Preliminary Purchase Price $ 6,792 Intangible assets acquired include existing technologies including a customer-facing wellness portal, customer relationships, trade name/trademark, and an executive non-compete agreement. The fair value assessment of the acquired assets and liabilities utilized Level 3 inputs. The method used to determine the fair value of the intangible assets acquired and their estimated useful lives are as follows: Intangible Asset Fair Value Method Estimated Useful Life Portal (Technology) Income Approach, Relief from Royalty 6 years Customer relationships Income Approach, Multi-Period Excess Earnings 8 years Trade name/trademark Income Approach, Relief from Royalty 9 months Non-compete agreements Income Approach Lost Profits Method 1 year Amortization is expected to be recorded on a straight-line basis over the estimated useful life of the asset. The Company recorded amortization expense of $0.9 million during the year ended December 31, 2017 , related to the intangible assets acquired in the Merger, of which $0.5 million is recorded as a component of cost of operations and $0.4 million is recorded as a component of selling, general and administrative expenses. The goodwill of $8.1 million was recorded in one reporting unit as the Company does not report segments, and is expected to be deductible for tax purposes. The consolidated statement of operations for the year ended December 31, 2017 , includes revenue of $25.0 million attributable to PHS since the Merger date of May 11, 2017. Disclosure of the earnings contribution from the PHS business is not practicable, as the Company has already integrated operations in many areas. The following table provides unaudited pro forma results of operations for the twelve months ended December 31, 2017 and 2016 , as if the Merger had been completed on the first day of our 2016 fiscal year. (in thousands) 2017 2016 Pro forma revenues $ 63,849 $ 70,990 Pro forma loss from continuing operations $ (18,103 ) $ (24,129 ) These pro forma results are based on estimates and assumptions, which the Company believes are reasonable. They are not the results that would have been realized had we been a combined company during the periods presented, nor are they indicative of the consolidated results of operations in future periods, as they do not reflect the operational synergies expected to be achieved by reducing fixed costs by combining operations. Additionally, during the year ended December 31, 2016 , PHS had pass-through gift card revenues of $3.8 million that was a non-recurring transaction. The pro forma results for the twelve months ended December 31, 2017 and 2016 , include immaterial pre-tax adjustments for net amortization of intangible assets and the elimination of transaction costs of $3.3 million . |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation [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 for the year ended December 31, 2017 . During the year ended December 31, 2016 , the Company granted 187,832 options for the purchase of shares under the 2008 Plan. As of December 31, 2017 , 114,141 shares remain available for grant under the 2008 Plan. On May 24, 2011, the Company's shareholders approved the 2011 Omnibus Employee Incentive Plan (as subsequently amended and restated (the "2011 Plan"), providing for the grant of stock options and non-vested stock awards. The 2011 Plan provides for the issuance of an aggregate of 3,650,000 shares, increased from 633,333 shares during 2017 . During the years ended December 31, 2017 and 2016 , the Company granted a total of 435,800 and 166,665 stock awards, respectively, to non-employee members of the Board of Directors that immediately vested. During the years ended December 31, 2017 and 2016 , options for the purchase of 2,550,000 and 7,500 shares, respectively, were granted under the 2011 Plan. As of December 31, 2017 , 567,893 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 fair value of each stock option granted during the year was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: 2017 2016 Expected life (years) 4.0 4.8 Expected volatility 91 % 83 % Risk-free interest rate 1.7 % 1.4 % Weighted average fair value of options granted during the year $0.40 $1.21 The expected life of options granted is derived from our historical experience and represents the period of time that options granted are expected to be outstanding. Expected volatility is based on our historical volatility. The risk-free interest rate for periods within the contractual life of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. The following table summarizes stock option activity for the year ended December 31, 2017 : Weighted Weighted Average Average Remaining Aggregate Intrinsic Number of Shares Exercise Price Per Share Contractual Life (years) Value (in thousands) Outstanding at December 31, 2015 286,568 $6.46 Granted 195,332 $1.86 Forfeited and Expired (77,914 ) $4.46 Outstanding at December 31, 2016 403,986 $4.62 8.1 $0 Granted 2,550,000 $0.65 Forfeited and Expired (376,126 ) $1.35 Outstanding at December 31, 2017 2,577,860 $1.17 8.7 $0 Exercisable at December 31, 2017 217,066 $6.04 6.4 $0 There were no options exercised for the years ended December 31, 2017 and 2016 , under either the 2008 or 2011 plans. Options for the purchase of 56,682 and 86,736 shares of common stock, respectively, vested during the years ended December 31, 2017 and 2016 , and the aggregate fair value at grant date of these options was $0.1 million and $0.3 million , respectively. As of December 31, 2017 , there was approximately $0.4 million of unrecognized compensation cost related to stock options which is expected to be recognized over a weighted average period of 3.2 years. The Company recorded $0.8 million and $0.6 million , of share-based compensation expense in selling, general and administrative expenses for each of the years ended December 31, 2017 and 2016 , respectively, related to stock options, non-vested stock, and restricted stock awards. |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring Charges [Abstract] | |
Restructuring Charges | Restructuring Charges At December 31, 2017 and 2016 , there was a liability of $0.3 million and $0.4 million , respectively, related to our obligation under our lease related to the discontinued Hooper Holmes Services operations center, which is recorded in other current and long-term liabilities in the accompanying consolidated balances sheet. Payments of $0.8 million and $0.5 million were recorded for the year ended December 31, 2017 and 2016 , respectively. Additionally, adjustments of $0.7 million and $0.2 million were recorded as a component of discontinued operations for the years ended December 31, 2017 and 2016 , respectively. |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment, at cost, net, consists of the following: Estimated December 31, Useful Life (in thousands) 2017 2016 In Years Leasehold improvements $ 1,221 $ 1,125 Shorter of useful life or lease term Furniture, fixtures, and equipment 5,110 4,090 2 – 10 Software 3,511 3,245 1 – 7 9,842 8,460 Less: accumulated depreciation and amortization 8,090 6,700 Total $ 1,752 $ 1,760 In accordance with guidance in ASC 360, the Company assessed its property, plant and equipment and did no t record any impairment charge for the year ended December 31, 2017 , and recorded an impairment charge of $0.1 million for the year ended December 31, 2016 . At December 31, 2017 , the Company had $0.5 million included in Furniture, fixtures, and equipment and $0.2 million in accumulated depreciation and amortization for assets under capital lease. At December 31, 2017 and 2016 , the Company recorded depreciation expense of $1.4 million and $1.3 million , respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The Company recorded goodwill of $8.8 million and $0.6 million as of December 31, 2017 and 2016 , respectively. 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 - 6 years and 8 years, respectively. Intangible assets are summarized in the table below: December 31, 2017 December 31, 2016 (in thousands) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Gross Carrying Amount Accumulated Amortization Intangible Assets, net Portal $ 8,351 $ 3,256 $ 5,095 $ 4,151 $ 1,770 $ 2,381 Customer relationships 5,497 981 4,516 2,097 447 1,650 Trade name/trademark 200 171 29 — — — Non-compete agreements 10 6 4 — — — Total $ 14,058 $ 4,414 $ 9,644 $ 6,248 $ 2,217 $ 4,031 Amortization expense for the years ended December 31, 2017 and 2016 was $2.2 million and $1.3 million , respectively. Estimated aggregate amortization expense for each of the next five years is as follows: Year ending December 31, (in thousands) 2018 $ 2,458 2019 1,693 2020 1,387 2021 1,387 2022 1,387 Impairment Considerations The Company has both current period operating and cash flow losses along with a history of operating and cash flow losses as described in Note 2 - Liquidity and Going Concern Assessment. The process of an impairment test is to identify any potential impairment by comparing the carrying value of a reporting unit including goodwill and its fair value. The Company utilized an undiscounted cash flow methodology based on the projections for the asset group from 2018 through 2025 to test for recoverability. These projections included significant synergy cost savings resulting from the Merger as described in Note 3 - Merger. The carrying amount of an asset group is considered recoverable if the total undiscounted future cash flows from the asset group are greater than the carrying amount of the asset group. We evaluated only the future cash flows that are directly associated with and expected to arise as a direct result of the use of the asset group and its eventual disposition. These cash flow estimates excluded cash outflows for interest and were determined on a pre-tax basis. Based on our initial analysis it was determined that the undiscounted cash flows from the use and disposition of the asset group were greater than the carrying amount and therefore the asset group’s carrying amount is considered recoverable and therefore it not impaired. Due to the conditions faced by the Company described in Note 2 - Liquidity and Going Concern Assessment, we performed an alternate scenario where the Company is assumed to be unable to remain a going concern. Under this scenario, the undiscounted cash flows from the asset group were less than the carrying amount and the asset group would be considered impaired. As a result, the fair value of the asset group was determined as a next step of the impairment test and compared against its carrying amount to determine if an impairment loss exists. The fair value of the asset group was determined based on the guidance of ASC 820 - Fair Value Measurement. Under ASC 820, the fair value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. The determination of the fair value based on market participant assumptions resulted in a fair value estimate that exceeded the carrying amount of the asset group resulting in no impairment. During the fourth fiscal quarter of 2017 , prior to our annual testing of goodwill , the Company adopted ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment", which 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. As previously disclosed, the Company has a single reporting unit, inclusive of $8.8 million of goodwill. The Company used the equity premise in assigning assets and liabilities to a reporting unit to determine its carrying value, which resulted in a stockholders’ deficit balance of $6.9 million as of December 31, 2017 . The fair value of the Company is based on its market capitalization using outstanding shares and the closing stock price as of December 31, 2017 , which resulted in positive fair value of over $11 million . Therefore, the fair value of the reporting unit is greater than the carrying amount, and goodwill is no t considered to be impaired at December 31, 2017 . Additionally, there were no impairment charges recorded for goodwill during the year ended December 31, 2016 . |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following: December 31, (in thousands) 2017 2016 Vendor-related accruals $ 6,838 $ 540 Accrued wages 1,757 762 Accrued interest 592 402 Accrued income and other taxes 68 43 Total $ 9,255 $ 1,747 Other current liabilities consisted of the following: December 31, (in thousands) 2017 2016 Deferred revenue $ 2,213 $ 211 Reserve for unclaimed property 1,208 1,107 Legal accrual 919 450 Restructure reserves 585 337 Lease settlements reserve 346 278 Other 258 238 Total $ 5,529 $ 2,621 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our outstanding debt consisted of the following: December 31, (in thousands) 2017 2016 2016 Credit and Security Agreement $ 10,015 $ 3,603 Term Loan 8,500 3,676 Discount on Term Loan (631 ) (1,122 ) Unamortized debt issuance costs related to Term Loan (220 ) (336 ) Subordinated Promissory Note, net 1,543 — Capital Leases 107 — Total debt 19,314 5,821 Short-term portion (19,314 ) (5,821 ) Total long-term debt, net $ — $ — The following table summarizes the components of interest expense for the years ended December 31, 2017 and 2016 : December 31, (in thousands) 2017 2016 Interest expense on Term Loan (a) $ 883 $ 658 Interest expense on 2013 Loan and Security Agreement — 48 Interest expense on 2016 Credit and Security Agreement 601 311 Interest expense on Seasonal Facility 138 — Interest expense on Subordinated Promissory Note 101 — Interest expense on Capital Leases 8 — Interest expense, other 6 — Accretion of termination fees (over term of Term Loan at rate of 8%) 441 187 Amortization of debt issuance costs 351 362 Write-off of debt issuance costs related to 2013 Loan and Security Agreement — 282 Amortization of debt discount associated with SWK Warrants #1 and #2 (defined below) 691 1,663 Amortization of Subordinated Debt discount 38 — Mark to market of SWK Warrant #2 (defined below) (63 ) 59 Total $ 3,195 $ 3,570 (a) As of December 31, 2017 and 2016 , the effective interest rate was 28% and 15% , respectively. Credit Facilities As of December 31, 2017 , the Company had two primary credit facilities the 2016 Credit and Security Agreement with CNH and the A&R Credit Agreement with SWK. The 2016 Credit and Security Agreement provides us with a revolving credit facility, the proceeds of which are to be used for general working capital purposes and capital expenditures. The A&R Credit Agreement with SWK provides us with additional working capital with a $6.5 million term loan and two overdraft lines of $2.0 million each, one being the Seasonal Facility which is available to us throughout the year subject to certain conditions, and the second one, the 2017 August Term Loan, which was put in place in August 2017. 2016 Credit and Security Agreement On April 29, 2016, the Company entered into the 2016 Credit and Security Agreement with CNH, as amended. The 2016 Credit and Security Agreement provides us 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 us to issue SWK Warrant #2 (as defined below) for the purchase of common stock valued at $1.25 million to SWK, the holder of our Credit Agreement. In connection with the Merger, the Company entered into the Third Amendment, which expanded our revolving credit facility from $7.0 million to $10.0 million with an accordion to $15.0 million during high-volume months, at the discretion of CNH. The Company evaluated the application of ASC 470-50 and ASC 470-60 for the Third Amendment and concluded that the transaction should be accounted for as a debt modification. CNH makes cash advances to us in an aggregate principal amount outstanding at any one time not to exceed the maximum borrowing capacity, subject to certain loan balance limits based on the value of our eligible collateral (the “Revolving Loan Commitment Amount”). The 2016 Credit and Security Agreement has a term of three years , expiring on April 29, 2019. As of December 31, 2017 , the Company had $10.0 million of outstanding borrowings under the 2016 Credit and Security Agreement, with unused borrowing capacity of $1.8 million . As of March 30, 2018 , the Company had $4.9 million of outstanding borrowings with unused borrowing capacity of $0.2 million . Any borrowings on the unused borrowing capacity are at the discretion of CNH. Immediately following the Merger, the Company paid off PHS's outstanding line of credit balance, noted in the preliminary purchase price allocation in Note 3 to the consolidated financial statements, of $4.7 million . Borrowings under the 2016 Credit and Security Agreement bear interest at a fluctuating rate that when annualized is equal to the Prime Rate plus 4.5% , subject to increase in the event of a default. the Company paid CNH a $0.1 million facility fee, and monthly, CNH will receive an unused line fee equal to one-half of one percent ( 0.5% ) per annum of the difference derived by subtracting (i) the greater of (x) the average daily outstanding balance under the Revolving Facility during the preceding month and (y) the Minimum Balance, from (ii) the Revolving Loan Commitment Amount and also a collateral management fee equal to one-half of one percent ( 0.5% ) per annum of the Revolving Loan Commitment Amount. As of December 31, 2017 , the remaining balance in debt issuance costs recorded in Other Assets on the consolidated balance sheet was $0.2 million . Borrowings under the 2016 Credit and Security Agreement are secured by a security interest in all of our existing and after-acquired property, including, but not limited to, its receivables (which are subject to a lockbox account arrangement), inventory, and equipment. The Third 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. The covenants are summarized in the tables below and are on a pro forma basis as if the Merger with PHS happened as of April 1, 2017 : (in thousands) Minimum Aggregate Revenue (LTM) as of the end of: Months Ending Nine Twelve Twelve Twelve Twelve Twelve Period Ended December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 each fiscal quarter $53,000 $69,000 $70,000 $71,000 $74,000 $75,000 Minimum Adjusted EBITDA as of the end of: Months Ending Twelve Twelve Twelve Twelve Twelve Twelve Period Ended December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 each fiscal quarter $3,000 $5,000 $5,200 $6,000 $8,000 $9,000 Minimum Consolidated Unencumbered Liquid Assets as of: The end of each fiscal quarter $1,000 The Company was not in compliance with the covenants as of December 31, 2017 , and was in default, which enables its lenders to accelerate the repayment of all amounts outstanding and exercise remedies with respect to collateral. Due to the covenant violations, the debt has been classified as short term on the consolidated balance sheet as of December 31, 2017 . A&R Credit Agreement In order to fund the acquisition of Accountable Health Solutions in 2015, the Company entered into the Credit Agreement with SWK on April 17, 2015, as amended. The Credit Agreement provided us with a $5.0 million Term Loan. In order to provide additional working capital for the consolidated Company after the Merger, the Company entered into the A&R Credit Agreement with SWK which increased the Term Loan balance from $3.7 million to $6.5 million on May 11, 2017 . 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 the revenue-based formula that has been in effect since the original Credit Agreement. Once Principal payments begin, combined Principal and Interest payments, are capped at $0.5 million per quarter. The Company will be required to make the quarterly revenue-based payments in an amount equal to fifteen percent (15.0)% of yearly aggregate revenue up to and including $20 million plus ten percent (10)% of yearly aggregate revenue greater than $20 million less any revenue-based payments made in prior quarters in the same fiscal year. The Company evaluated the application of ASC 470-50 and ASC 470-60 for the A&R Credit Agreement and concluded that the revised terms did constitute a troubled debt restructuring ("TDR"), and thus has expensed all direct costs in the period in which they were incurred, discussed further below. The outstanding principal balance under the A&R 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 twelve-and-a-half percent ( 12.5% ) and is due and payable quarterly, in arrears, commencing in the third quarter of 2017. Upon the earlier of (a) the maturity date on May 11, 2021, or (b) full repayment of the Term Loan, whether by acceleration or otherwise, the Company is required to pay an exit fee equal to seven percent ( 7% ) of the aggregate principal amount of all term loans advanced under the A&R 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. In connection with the A&R Credit Agreement, the Company paid a $97,500 origination fee to SWK and $150,000 of legal fees, which per the TDR guidance noted above were recorded as transaction costs in the year ended December 31, 2017 . The Company was also required to pay the $0.4 million exit fee from the original Credit Agreement to SWK at the time of the Merger, which the Company had been accreting to interest expense, recording the remaining balance of $75,000 in interest expense in the year ended December 31, 2017 . In addition, SWK is providing a $2.0 million seasonal revolving credit facility (the "Seasonal Facility"), which was guaranteed by the parent company of one of the Former PHS Owners, Century Focused Fund III, LP (“Century”) during the term of the Seasonal Facility in 2017. In exchange for Century’s guaranty of the Seasonal Facility pursuant to a Limited Guaranty Agreement dated May 11, 2017, among Century, SWK and the Company (the “Century Guaranty”), the Company issued to WH-HH Blocker, Inc., a subsidiary of Century (“WH-HH Blocker”), a Common Stock Purchase Warrant to purchase 326,052 shares of Common Stock, with a strike price of $0.6134 per share (the “ 10% Warrant”). If the guaranty is called, the Company would issue to WH-HH Blocker an additional Common Stock Purchase Warrant to purchase 2,934,468 shares of Common Stock, with a strike price of $0.6134 per share (the “90% Contingent Warrant”) (together with the 10% Warrant, the "Century Warrants"). The Century Warrants will be exercisable for 7 years and will each have a strike price equal to the average trading price used to determine the number of shares subject to such warrant. The 10% Warrant will not be exercisable during the first year after closing of the Merger. The 10% Warrant was issued by the Company in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, and Rule 506 thereunder. Pursuant to a Credit Agreement Side Letter between the Company and Century executed on May 11, 2017 (the “Side Letter”), the Company is also obligated, if it fails to pay the amount outstanding under the Seasonal Facility by November 30 each year to SWK, regardless if the Century Guaranty is called by SWK, to pay interest to Century at an annual rate of 25% on the outstanding balance from November 30 until the outstanding balance under the Seasonal Facility is paid in full to SWK. The Company repaid the full balance due on the Seasonal Facility on the maturity date of November 30, 2017, after which Century exercised its right to decline to provide the Century Guaranty if the Company were to draw on the Seasonal Facility in 2018. In order for the Company to draw on the Seasonal Facility in 2018, it will need to obtain a new guaranty either from Century or a new party. As noted above, as the modification of the Term Loan was treated as a TDR, the Century Warrants issued as part of the TDR were treated similarly to the cash transaction costs discussed above and thus the fair value of the Century Warrants was recorded as transaction costs in the year ended December 31, 2017 . The Century Warrants are being accounted for as derivatives and thus will be re-measured at fair value at each reporting date with the change in fair value reflected in earnings. The Company valued the Century Warrants using the Black-Scholes pricing model, which utilizes Level 3 Inputs. The Company utilized volatility of 80.6% , a risk-free rate of 2.22% , dividend rate of zero , and term of 7 years, which is consistent with the exercise period of the Century Warrants. To fulfill a condition of the A&R Credit Agreement, the Company issued 4,375,000 shares of its common stock to various investors in a private offering for an aggregate purchase price of $3.4 million , net of issuance costs, between February 1, 2017 and May 24, 2017 (the "2017 Private Offering"). 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. Warrants to purchase up to an additional 2,187,500 shares of common stock were issued (the "2017 Private Offering Warrants"). The 2017 Private Offering Warrants 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. In connection with the execution of the Credit Agreement in 2015, the Company issued SWK a warrant (the "SWK Warrant #1") to purchase 543,479 shares of our common stock. As part of the conditions in the Third Amendment to Credit Agreement and Limited Waiver and Forbearance (the “Third SWK 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 consolidated balance sheet. 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 (“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, 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 has been amortized through interest expense over the term of the Credit Agreement using the effective interest method. In accordance with the relevant accounting guidance for a TDR, the debt discount is now being amortized through expense over the revised term of the A&R Credit Agreement. The Company valued both warrants using the Black-Scholes pricing model, which utilizes Level 3 Inputs. For 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 a term of 7 years, which is consistent with the exercise period of the warrant. The requirement to issue the SWK Warrant #2 was eliminated when the Company entered into the 2016 Credit and Security Agreement with CNH, which is discussed further above. In connection with the execution of the A&R Credit Agreement at the time of the Merger, the Company issued to SWK a Second Amended and Restated Closing Date Warrant (the “A&R Warrant”) to purchase 1.3 million shares of our common stock replacing the SWK Warrant #1 to purchase 543,479 shares of our common stock. The A&R Warrant is exercisable on a cashless basis. The exercise price of the warrant is subject to customary adjustment provisions for stock splits, stock dividends, recapitalizations and the like. The warrant grants the holder certain piggyback registration rights. The A&R Warrant will be exercisable for 7 years, and upon exercise, the total number of shares of our common stock to be issued to SWK will be approximately 1.3 million at a strike price of $0.84 per share. The A&R Warrant is being issued by us in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 thereunder. As noted above, as the modification of the Term Loan was treated as a TDR, the A&R Warrant issued as part of the TDR was treated similarly to the cash transaction costs discussed above and thus the change in the fair value of SWK Warrant #1 and the A&R Warrant was recorded as a transaction cost in the twelve -month period ended December 31, 2017 . The Company valued the A&R Warrant using the Black-Scholes pricing model, which utilizes Level 3 Inputs. The Company utilized volatility of 80.6% , a risk-free rate of 2.22% , dividend rate of zero , and a term of 7 years, which is consistent with the exercise period of the A&R Warrant. On August 8, 2017, the Company entered into the First Amendment that provides for an additional $2.0 million term loan (the “August 2017 Term Loan”). The Company was originally required to repay the August 2017 Term Loan by February 1, 2018, but that date was extended to April 30, 2018, under the Third Amendment. In consideration for the First Amendment, the Company issued a new warrant (the “August Warrant” (together with SWK Warrant #1, SWK Warrant #2, and the A&R Warrant, the "SWK Warrants") for SWK to purchase up to 450,000 shares of our common stock for a strike price of $0.80 per share, paid a fee of $0.03 million , and will pay an exit fee of $0.28 million on the August 2017 Term Loan when it is repaid. The warrant was considered equity classified, and as such, the Company allocated the proceeds from the August 2017 Term Loan to the warrant using the relative fair value method. The fair value of the August Warrant at the inception of the First Amendment of approximately $0.2 million was recorded as a debt discount, and will be amortized through interest expense over the term of the A&R Credit Agreement using the effective interest method. The Company valued the August Warrant using the Black-Scholes pricing model, which utilizes Level 3 Inputs. The Company utilized volatility of 79.3% , a risk-free rate of 2.1% , a dividend rate of zero , and a term of 7 years, which is consistent with the exercise period of the August Warrant. The warrant was being issued by us in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506 thereunder. The A&R Credit Agreement 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. The covenants are summarized in the tables below and are on a pro forma basis as if the Merger with PHS happened as of April 1, 2017 : (in thousands) Minimum Aggregate Revenue (LTM) as of the end of: Months Ending Nine Twelve Twelve Twelve Twelve Twelve Period Ended December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 each fiscal quarter $53,000 $69,000 $70,000 $71,000 $74,000 $75,000 Minimum Adjusted EBITDA as of the end of: Months Ending Twelve Twelve Twelve Twelve Twelve Twelve Period Ended December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 each fiscal quarter $3,000 $5,000 $5,200 $6,000 $8,000 $9,000 Minimum Consolidated Unencumbered Liquid Assets as of: The end of each fiscal quarter $1,000 The Company was not in compliance with the covenants under the A&R Credit Agreement as of December 31, 2017 , and on March 15, 2018, the Company did not make its $0.25 million payment; therefore, is in default. This enables the lenders to accelerate the repayment of all amounts outstanding and exercise remedies with respect to collateral. Due to the covenant violations, the debt has been classified as short term on the consolidated balance sheet as of December 31, 2017 . Borrowings under the A&R Credit Agreement are secured by a security interest in all existing and after our acquired property, including PHS, including, but not limited to, its receivables (which are subject to a lockbox account arrangement), inventory and equipment. The A&R 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 CNH when due or if CNH 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. Subordinated Promissory Note Century invested $2.5 million in PHS prior to the Merger in the form of subordinated, convertible debt bearing interest at 8.25% . Immediately prior to closing of the Merger, approximately $0.4 million of the balance of the note converted to equity in PHS. Subject to a net debt calculation in the Merger Agreement, which included a post-closing true-up, the remaining approximately $1.9 million remained outstanding as subordinated debt (not convertible anymore) of PHS to Century pursuant to the Subordinated Promissory Note dated May 11, 2017 (the “Subordinated Promissory Note”). See Note 3 to the consolidated financial statements, the Subordinated Promissory Note was part of the PHS purchase price allocation and is recorded in short-term liabilities on the consolidated balance sheet as of December 31, 2017 . The unpaid principal balance of the Subordinated Promissory Note is due on May 11, 2022, or if earlier, the date on which the Term Loan to SWK and the 2016 Credit and Security Agreement with CNH is discharged, repaid, refinanced or otherwise satisfied (the "Maturity Date"). The Subordinated Promissory Note bears interest at annual rate of 8.25% . Interest shall accrue daily and be paid in full on the Maturity Date; provided that a minimum amount of interest equal to the “Tax Distribution” shall be paid on or before March 31 of each year. “Tax Distribution” means 40% of the accrued interest for the most recently completed calendar year. The Subordinated Promissory Note is subordinated to the Term Loan with SWK and the 2016 Credit and Security Agreement with CNH, pursuant to the terms outlined in the Subordinated Promissory Note. This debt is subject to acceleration in the event of default. This acceleration can be the result of the Company’s default with the CNH and SWK debt agreements if CNH or SWK were to accelerate the Company's obligations. Given the going concern described in Note 2 and the covenant violations on the CNH and SWK debt agreements described above, this debt has been classified as short term on the consolidated balance sheet as of December 31, 2017 . Capital Leases As a result of the Merger with PHS, the Company acquired two leases accounted for as capital leases, which related to a phone system, which expired in October 2017, and a data center, which expires in June 2018. The underlying assets and accumulated depreciation are recorded in property, plant and equipment, with the corresponding liability of $0.1 million recorded in short-term debt in the consolidated balance sheet as of December 31, 2017 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease obligations The Company currently has two major locations, our corporate office located in Olathe, KS, and our East Greenwich, RI, office. Both locations are under operating leases which expire in 2018 and 2019 , respectively. Through the acquisition of AHS in 2015, the Company acquired two leased properties in Des Moines, IA and Indianapolis, IN under operating leases which would have expired 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. Additionally, the Company was obligated 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 year ended December 31, 2017 , based on this settlement agreement. The lease settlement liabilities for the three settled lease agreements of $0.3 million are accrued in other current liabilities in the accompanying consolidated balance sheet as of December 31, 2017 . The Company also leases vehicles, copiers, and other miscellaneous office equipment. Many of our leases expire at various times through 2019 ; however, some extend beyond 2022 . The table below presents future minimum lease payments for operating leases (with initial or remaining terms in excess of one year) as of December 31, 2017 , and includes leases from both continuing and discontinued operations, as described above. This table does not reflect any changes related to the lease negotiations noted above. Year ending December 31, (in thousands) 2018 $ 1,188 2019 185 2020 26 2021 9 2022 9 Thereafter 9 Total minimum lease payments $ 1,426 Rental expense under operating leases of continuing operations totaled $1.4 million and $1.2 million in 2017 and 2016 , respectively. Employment obligations The Company has employment agreements with certain executive employees that provide for payment of base salary for a defined period in the event their employment with us is terminated in certain circumstances, including following a change in control, as further defined in the agreements. The Company incurred certain severance and other costs related to its ongoing initiatives to increase the flexibility of its cost structure that were recorded in selling, general, and administrative expenses, and at December 31, 2017 and 2016 , the Company recorded a $0.6 million and $0.3 million liability, respectively, related to these initiatives in other current liabilities in the accompanying consolidated balance sheet. Loss contingencies The Company accrued $1.3 million related to a vendor arrangement acquired in the Merger. The arrangement had a minimum purchase commitment for which it was probable that the Company would not achieve. This amount has been recorded in Accruals as part of the purchase price allocation disclosed in Note 3. Legal contingencies and obligations The Company is, in the normal course of business, 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 our 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 $0.5 million related to a lawsuit involving the former Portamedic service line for which the Company retained liability. Accordingly, as of December 31, 2016 , the Company has recorded a liability of $0.5 million related to this matter, which was paid in 2017. The litigation accrual for all periods was included in the other current liabilities line item on the accompanying consolidated balance sheet. The additional expense of $0.2 million recorded during the year ended December 31, 2016 , was included in the discontinued operations line item on the consolidated statements of operations. The claim was not covered by insurance, and the Company incurred legal costs to defend the litigation which were also recorded in discontinued operations. Prior to our merger with PHS, PHS settled a lawsuit filed in California state court in which a former employee claimed that PHS failed to follow specific requirements under California wage and hour laws and regulations. Under the settlement agreement, PHS agreed to pay the plaintiff approximately $0.8 million , a portion of which was covered by PHS's insurance, with final payment due by November 2018. The uninsured balance of $0.7 million has been accrued in other current liabilities in the consolidated balance sheet as of December 31, 2017 . On September 30, 2016, a former employee filed a class action complaint against us in state court in California, alleging employment-related claims. The parties have agreed in principle to settle the case for $0.3 million , subject to negotiation of a definitive settlement agreement, which has been accrued in other current liabilities in the consolidated balance sheet as of December 31, 2017 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the income tax expense are as follows: December 31, (in thousands) 2017 2016 Current: Federal $ — $ — State and local 20 16 20 16 Deferred: Federal (566 ) 8 State and local (99 ) 1 (665 ) 9 Total income tax (benefit) expense $ (645 ) $ 25 Tax reform legislation commonly known as the Tax Cuts and Jobs Act (“Tax Act”) was signed into law on December 22, 2017, requiring the re-measurement of deferred income tax assets and liabilities. Modifications to existing tax law included a shift to a flat federal corporate income tax rate of 21%, limitations to the deductibility of interest on debt, limitations to the deductibility of certain executive compensation, and expanded allowance of bonus depreciation on qualifying property (effective after September 30, 2017). The Tax Act allows net operating losses to be carried forward indefinitely for years beginning after December 2017, and generally limited annually to 80% of taxpayer’s income. Net operating loss carrybacks will generally no longer be available. The SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118"), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification 740 - Income Taxes ("ASC 740"). In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for the income tax effects of the Tax Act is incomplete, but it can determine a reasonable estimate, it must record a provisional estimate in the financial statements. The Company does not anticipate further adjustments to the deferred income tax assets and liabilities as a result of the Tax Act. The following reconciles the “statutory” federal income tax rate to the effective income tax rate: December 31, 2017 2016 "Expected" provision at federal statutory rate 35 % 35 % Reduction in income tax benefit and increase in income tax expense resulting from: Change in federal valuation allowance 29 % 35 % Other 2 % — % Effective income tax rate (4 )% — % The tax effects of temporary differences that give rise to the deferred income tax assets and liabilities are as follows: December 31, (in thousands) 2017 2016 Deferred income tax assets: Receivable allowance $ 68 $ 17 Accumulated depreciation 226 371 Restructuring accrual 242 454 Intangible assets — 813 Compensation expense 664 634 Federal net operating loss carryforward 3,674 61,688 State net operating loss carryforward 1,124 5,736 Accrued expenses 773 160 Deferred rent 22 57 Deferred revenue 503 83 Interest 230 180 Other 32 10 Gross deferred income tax assets $ 7,558 $ 70,203 Valuation allowance (6,520 ) (70,203 ) Net deferred income tax assets $ 1,038 $ — Deferred income tax liabilities: Intangible Assets $ (1,038 ) $ — Goodwill (18 ) (16 ) Gross deferred income tax liabilities $ (1,056 ) $ (16 ) Net deferred income tax liabilities $ (18 ) $ (16 ) There was no current federal tax expense recorded in the years ended December 31, 2017 and 2016 . The current state tax expense recorded for the years ended December 31, 2017 and 2016 reflects a state tax liability to one state. Deferred income tax expense (benefit) is recorded as of December 31, 2017 and 2016 . The tax years 2014 through 2017 may be subject to federal examination and assessment. Tax years from 2009 through 2013 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 2013 through 2017, depending on state tax statute of limitations. As of December 31, 2017 , the Company had U.S. federal and state net operating loss carryforwards of approximately $19.9 million and $19.3 million , respectively after applying the limitations under IRC Section 382. The Company has significant deferred income tax assets attributable to tax deductible intangibles and federal and state net operating loss carryforwards, which may reduce taxable income in future periods. Based on the cumulative tax and operating losses, the lack of taxes in the carryback period, and the uncertainty surrounding the extent or timing of future taxable income, the Company believes it is not more likely than not that it will realize the tax benefits of its deferred income tax assets. Accordingly, the Company continues to record a full valuation allowance on its net deferred income tax assets as of December 31, 2017 and 2016 , with the exception of deferred income tax on the liabilities of certain indefinite-lived intangibles. As a result of the Tax Act, the Company’s net deferred income tax assets and valuation allowance were re-measured. The deferred income tax asset and valuation allowance were reduced as a result of the decrease in the enacted tax rate and net operating loss limitations calculated under IRC Section 382. A schedule of the change in valuation allowance is as follows: (in thousands) Valuation Allowance Balance, December 31, 2016 $ (70,203 ) Reductions - Section 382 66,226 Increases - current year (5,822 ) Reductions - tax rate change 3,279 Balance, December 31, 2017 $ (6,520 ) Since the Company had changes in ownership during 2015, continuing into 2016 and 2017, the Company has determined that additional limitations under IRC Section 382 of the Internal Revenue Code of 1986 apply to the future utilization of certain tax attributes including NOL carryforwards, other tax carryforwards, and certain built-in losses. Limitations on future net operating losses apply when a greater than 50% ownership change over a three -year period occurs under the rules of IRC Section 382. The Company has not had a formal study completed with respect to IRC Section 382; however, the Company did complete its own analysis and determined that there has been a greater than 50% change in ownership following the Merger on May 11, 2017. The allowance of future net operating losses is limited to the market capitalization value multiplied by the “long-term tax-exempt rate” as of May 2017, the month in which the ownership change took place. It is estimated that the Company will be limited to approximately $0.2 million of NOL per year, and due to expiring net operating loss provisions, the Company has estimated it will be unable to utilize approximately $173.1 million and $140.4 million of remaining federal and state net operating losses, respectively, in the future. The net operating loss carryforwards that are expiring prior to utilization as a result of the Section 382 limitations reduce the deferred income tax assets, with a corresponding reduction of the valuation allowance. No tax benefit has been reported since a full valuation allowance offsets these tax attributes. In addition to the Company’s existing net operating losses, the Company acquired net operating losses of PHS as part of the Merger, satisfying the continuity of business requirements under IRC Sections 368. Prior to the acquisition, PHS reported a full valuation allowance against its net deferred income tax assets. Preliminary calculations indicate the PHS losses will be limited to $0.09 million of NOL per year, provided the business continuity requirements under Section 382 are satisfied for a two -year period beginning on date of ownership change. After reducing the valuation allowance under the rules of IRC Section 382, the merged Company was required to release some of its valuation allowance and record an income tax benefit of $0.7 million due to changes in the acquirer’s valuation allowance at the time of the business combination. The net operating loss carryforwards, if not utilized, will expire in the years 2018 through 2037. Further limitations to the acquired PHS net operating losses as a result of expiring net operating loss carryforwards or additional ownership changes may reduce the deferred tax assets with a corresponding reduction of the valuation allowance. No tax benefit has been reported since a full valuation allowance offsets these tax attributes. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | Common Stock Rights Offering On January 25, 2016 , the Company received $3.4 million , net of $0.1 million issuance costs, in additional equity by issuing 2,601,789 shares of our common stock, $0.04 par value, through a rights offering to current shareholders which was used to fund working capital. Additional Equity Contributions During the year ended December 31, 2017 , the Company received $3.4 million in cash, net of issuance costs, in additional equity by issuing 4,375,000 shares of our common stock, $0.04 par value, and warrants (the "2017 Private Offering Warrants") to purchase up to an additional 2,187,500 shares of our common stock at an exercise price of $1.35 per share to various investors in a private offering (the "2017 Private Offering"). The 2017 Private Offering Warrants 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 2016 Private Offering Warrants were canceled as part of the 2017 Private Offering and replaced by the 2017 Private Offering Warrants. The proceeds from the 2017 Private Offering were used to fund the Merger discussed in Note 3 and Note 9 to the consolidated financial statements for further discussion of the debt and warrants issued in connection with the Merger Beginning on September 15, 2016 , the Company received $1.7 million in cash, net of issuance costs, in additional equity by issuing 1,388,889 shares of its common stock, $0.04 par value, and warrants (the "Private Offering Warrants") to purchase up to an additional 1,388,889 shares of its common stock at an exercise price of $2.00 per share to various investors in a private offering (the "Private Offering"). The proceeds from the Private Offering were used to fund working capital. On March 28, 2016 , the Company received $1.2 million in cash in additional equity by issuing 666,667 shares of our common stock, $0.04 par value, to 200 NNH, LLC, (the "Investor") a new private investor, which was used to fund working capital. Pursuant to the Stock Purchase Agreement, there is a lock-up period of 18 months, during which time the Investor cannot sell the shares acquired. Reverse Stock Split The 2016 Credit and Security Agreement prohibits us from repurchasing or retiring shares of its common stock and paying dividends (see Note 9 to the consolidated financial statements). The Company did not repurchase any shares of its common stock in 2017 and 2016 . The Company did retire its treasury stock in the amount of $0.1 million in connection with the reverse stock split. |
401(k) Savings and Retirement P
401(k) Savings and Retirement Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
401(k) Savings and Retirement Plan | 401(k) Savings and Retirement Plan The Company has two defined contribution savings plans established under Section 401(k) of the Internal Revenue Code. These plans cover substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis, subject to legal limitations. Total contributions were $0.1 million in 2017 , and there were no contributions in 2016 . Our common stock is not an investment option to employees participating in the 401(k) Savings and Retirement Plan. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company determined the fair value measurements used in our consolidated financial statements based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: • Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. • Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. • Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company estimated the fair value of the Term Loan and the derivative liability using Level 3 valuation techniques. The estimated fair value of the Term Loan was determined by discounting future projected cash flows using a discount rate commensurate with the risks involved and by using the Black-Scholes valuation model, while the estimated fair value of the derivative liability was determined using the Black-Scholes valuation model. December 31, 2017 December 31, 2016 (in thousands) Face Value Fair Value Carrying Amount Face Value Fair Value Carrying Amount Term Loan $ 8,500 $ 6,013 $ 7,649 $ 5,000 $ 4,865 $ 2,218 Derivative liability $ 152 $ 89 $ 89 $ — $ — $ — |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The company completed its acquisition of PHS on May 11, 2017. As a result of the Merger, Century has a significant equity interest in the Company and representation on the Company’s board of directors. As previously disclosed in Note 9 - Debt, the Company has an outstanding Subordinated Promissory Note with Century and Century’s guarantee of the Seasonal Facility. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On March 26, 2018, as previously disclosed on the Company's Current Report on Form 8-K filed with the SEC on March 30, 2018, the Company appointed a CRO, whose principal duties in the immediate term are to establish a working capital plan, with the broader mandate to include developing and implementing plans to restructure the Company’s balance sheet, operating expense structure and overall strategies in an effort to resolve the substantial doubt about the Company's ability to continue as a going concern, as described in Note 2 to the condensed consolidated financial statements. On February 2, 2018, the Company entered into a Third Amendment to the A&R Credit Agreement which provided a waiver for the non-compliance of the debt covenants for the measurement period ended December 31, 2017 , if the Company is able to pay in full the $2.0 million due under the August 2017 Term Loan prior to April 30, 2018. The Company was not able to make its March 15, 2018, payment to SWK due under the A&R Credit Agreement; therefore, the Company is in default with SWK and, due to the cross-default clause with CNH, was also in default on the 2016 Credit and Security Agreement. In addition, the Company's Subordinated Promissory Note owed to Century is subject to acceleration in the event SWK or CNH were to accelerate the Company's obligations under the A&R Credit Agreement and 2016 Credit and Security Agreement. Due to the covenant violations, events of default, and the substantial doubt about the Company's ability to continue as a going concern, all debt has been classified as short-term on the consolidated balance sheet as of December 31, 2017 . |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | Hooper Holmes, Inc Valuation and Qualifying Accounts For the Two Years Ended December 31, 2017 (In thousands) Description Balance at Beginning of Period Additions Charged to Revenues and Expenses Deductions (1) Balance at End of Period Year ended December 31, 2017 Reserves and allowances Accounts receivable allowance $ 43 $ 217 $ — $ 260 Year ended December 31, 2016 Reserves and allowances Accounts receivable allowance $ 112 $ 75 $ (144 ) $ 43 (1) Represents accounts receivable write-offs, net of recoveries and reserve reductions credited to revenue. |
Description of the Business, 24
Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of Hooper Holmes, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation, and are reported on a calendar year basis. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of receivable balances, property, plant and equipment, valuation of goodwill and other intangible assets, deferred income tax assets, share based compensation expense and the assessment of contingencies, among others. These estimates and assumptions are based on our best estimates and judgment. The Company evaluates our estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which the Company believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates will be reflected in the consolidated financial statements in future periods. |
Going Concern | Going Concern The Company follows the guidance in ASC 205-40, Presentation of Financial Statements - Going Concern which requires management to assess an entity’s ability to continue as a going concern and to provide related disclosure in certain circumstances. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers highly liquid investments with original maturities at the date of purchase of less than 90 days to be cash equivalents. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at the invoiced amount. Customer contracts state that the Company can charge interest but historically the Company has not. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Allowances for uncollectible accounts are estimated based on a periodic review of historical losses and the current receivables aging. Account balances are charged off to the allowance after all means of collections have been exhausted and potential for recovery is considered remote. Customer billing adjustments are recorded against revenue whereas adjustments for bad debts are recorded within selling, general and administrative expenses. The Company does not have any off-balance sheet credit exposure related to its customers. |
Inventories | Inventories Inventories, which consist of finished goods and component inventory, are stated at the lower of cost and net realizable market value. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the assets’ estimated useful lives. Leasehold improvements are amortized over the shorter of the estimated useful life of the improvement or the remaining lease term. The cost of maintenance and repairs is charged to expense as incurred. Internal use software and website development costs are capitalized and included in property, plant and equipment in the consolidated balance sheet. These assets are depreciated over the estimated useful life of the asset using the straight-line method. Subsequent modifications or upgrades to internal use software are capitalized only to the extent that additional functionality is provided. |
Long-Lived Assets Including Other Intangible Assets | Long-Lived Assets Including Other Intangible Assets Long-lived assets are reviewed for impairment when events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Some of the key assumptions utilized in determining future projected cash flows include estimated growth rates, expected future sales, and estimated costs. |
Goodwill | Goodwill Goodwill is accounted for under the provisions of ASC 350, Intangibles – Goodwill and Other. As the Company manages and operates our business as a single operating segment and, therefore, with a single reportable segment, all goodwill is assigned to our one reporting unit. Goodwill is subject to at least an annual impairment assessment or more frequently if circumstances indicate that impairment is likely. Any one event or a combination of events such as change in the business climate, a negative change in relationships with significant customers and changes to strategic decisions, including decisions to expand made in response to economic or competitive conditions could require an interim assessment prior to the next required annual assessment. |
Revenue Recognition | Revenue Recognition Revenue is recognized for screening services when the screening is completed based on the either the actual number of participants screened or an estimated minimum depending on the terms of the contract. Revenue for wellness portal services are recognized on a per eligible member, per month basis, while revenue from wellness coaching services are recognized as services are performed or ratable over the delivery period. Revenue for kit assembly is recorded upon completion of the kit. In all cases, there must be evidence of an agreement with the customer, the sales price must be fixed or determinable, delivery of services must have occurred, and the ability to collect must be reasonably assured. For contracts with multiple elements, the Company allocates consideration to the identified units of accounting based on the relative selling price hierarchy set forth in the relevant accounting guidance. The Company determines the selling price for each deliverable using vendor-specific objective evidence ("VSOE") of selling price or third-party evidence ("TPE") of selling price, if it exists. If neither VSOE nor TPE of selling price exist for a deliverable, the Company uses our best estimate of selling price ("BESP") for that deliverable. The Company estimates BESP for a deliverable by considering company-specific factors such as pricing strategies and direct product and other costs. Sales tax collected from customers and remitted to governmental authorities is accounted for on a net basis and therefore is excluded from revenues in the consolidated statements of operations. |
Share-Based Compensation | Share-Based Compensation The Company recognizes all share-based compensation to employees, directors, and consultants, including grants of stock options and restricted stock, in the consolidated financial statements as compensation cost based on their fair value on the date of grant, in accordance with ASC 718, Compensation-Stock Compensation. This compensation cost is recognized over the vesting period on a straight-line basis for the fair value of awards expected to vest. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income and the reversal of deferred income tax liabilities during the period in which related temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the tax authorities. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense. |
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. |
Concentration of Credit Risk | Concentration of Credit Risk Our accounts receivable are due primarily from healthcare management and wellbeing companies and our direct customers. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers", which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. This new guidance is effective for the Company in the first quarter of 2018. The Company has completed its review of customer contracts to understand the impacts of applying the new standard. The Company’s adoption of ASU 2014-09 as of January 1, 2018 uses the modified retrospective method. Under this method of adoption, the Company will recognize the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of accumulated deficit in the period of initial application. Comparative prior year periods will not be adjusted. While the Company is still finalizing its evaluation, the adoption of ASU 2014-09 will have a material impact on the consolidated financial statements. Based on the analysis performed to date, the Company expect the revenue from its services to remain substantially unchanged, with one exception. Depending on the terms of the contract, the period over which the upfront fees will be recognized may differ from the current treatment. In addition to the revenue change for up-front fees, the Company expects a change to the direct and incremental costs to obtain contract with customers, such as sales commissions, as these costs will be deferred and recognized over the period of benefit rather than expensing them as incurred in the period that the commissions are earned by our employees. The Company expects to record a cumulative effect adjustment as of the date of adoption resulting in the deferral of both revenue and commission expense, net to be less than $0.5 million . The new standard prescribes additional financial statement disclosures, which the Company is currently in the process of evaluating, in addition to updating the internal controls relating to the data to be included into the new 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, and was adopted on January 1, 2017. 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 2016-02, "Leases", which is intended to improve financial reporting about leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on its consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU 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 and was adopted on January 1, 2017. 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 adopted the guidance during the fourth fiscal quarter of 2017, prior to our annual testing of goodwill impairment. See Note 7 to the consolidated financial statements In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting", which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. ASU 2017-09 will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if the award's fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2017-09 to have a material impact on its consolidated financial position, results of operations or cash flows. |
Fair Value Measurements | Fair Value Measurements The Company determined 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. |
Merger (Tables)
Merger (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The allocation of purchase price is as follows: (in thousands) December 31, 2017 Cash $ 1,936 Accounts receivable 3,128 Inventory and other assets 1,209 Fixed assets 1,041 Technology 4,200 Customer relationships 3,400 Trade name/trademark 200 Non-compete agreements 10 Goodwill 8,126 Accounts payable (2,945 ) Accrued expenses and other liabilities (including deferred income tax liability) (6,789 ) Line of credit (4,684 ) Capital leases (334 ) Deferred revenue (200 ) Subordinated promissory note (1,917 ) Subordinated promissory note, discount 411 Preliminary Purchase Price $ 6,792 |
Schedule of Estimated Useful Lives of Intangible Assets Acquired | The method used to determine the fair value of the intangible assets acquired and their estimated useful lives are as follows: Intangible Asset Fair Value Method Estimated Useful Life Portal (Technology) Income Approach, Relief from Royalty 6 years Customer relationships Income Approach, Multi-Period Excess Earnings 8 years Trade name/trademark Income Approach, Relief from Royalty 9 months Non-compete agreements Income Approach Lost Profits Method 1 year |
Schedule of Pro Forma Unaudited Information | The following table provides unaudited pro forma results of operations for the twelve months ended December 31, 2017 and 2016 , as if the Merger had been completed on the first day of our 2016 fiscal year. (in thousands) 2017 2016 Pro forma revenues $ 63,849 $ 70,990 Pro forma loss from continuing operations $ (18,103 ) $ (24,129 ) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation [Abstract] | |
Schedule of Stock Options Valuation Assumptions | The fair value of each stock option granted during the year was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: 2017 2016 Expected life (years) 4.0 4.8 Expected volatility 91 % 83 % Risk-free interest rate 1.7 % 1.4 % Weighted average fair value of options granted during the year $0.40 $1.21 |
Schedule of Stock Options Activity | The following table summarizes stock option activity for the year ended December 31, 2017 : Weighted Weighted Average Average Remaining Aggregate Intrinsic Number of Shares Exercise Price Per Share Contractual Life (years) Value (in thousands) Outstanding at December 31, 2015 286,568 $6.46 Granted 195,332 $1.86 Forfeited and Expired (77,914 ) $4.46 Outstanding at December 31, 2016 403,986 $4.62 8.1 $0 Granted 2,550,000 $0.65 Forfeited and Expired (376,126 ) $1.35 Outstanding at December 31, 2017 2,577,860 $1.17 8.7 $0 Exercisable at December 31, 2017 217,066 $6.04 6.4 $0 |
Property, Plant and Equipment27
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, net | Property, plant and equipment, at cost, net, consists of the following: Estimated December 31, Useful Life (in thousands) 2017 2016 In Years Leasehold improvements $ 1,221 $ 1,125 Shorter of useful life or lease term Furniture, fixtures, and equipment 5,110 4,090 2 – 10 Software 3,511 3,245 1 – 7 9,842 8,460 Less: accumulated depreciation and amortization 8,090 6,700 Total $ 1,752 $ 1,760 |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets are summarized in the table below: December 31, 2017 December 31, 2016 (in thousands) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Gross Carrying Amount Accumulated Amortization Intangible Assets, net Portal $ 8,351 $ 3,256 $ 5,095 $ 4,151 $ 1,770 $ 2,381 Customer relationships 5,497 981 4,516 2,097 447 1,650 Trade name/trademark 200 171 29 — — — Non-compete agreements 10 6 4 — — — Total $ 14,058 $ 4,414 $ 9,644 $ 6,248 $ 2,217 $ 4,031 |
Schedule of Estimated Aggregate Amortization Expense | Estimated aggregate amortization expense for each of the next five years is as follows: Year ending December 31, (in thousands) 2018 $ 2,458 2019 1,693 2020 1,387 2021 1,387 2022 1,387 |
Accrued Expenses and Other Cu29
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: December 31, (in thousands) 2017 2016 Vendor-related accruals $ 6,838 $ 540 Accrued wages 1,757 762 Accrued interest 592 402 Accrued income and other taxes 68 43 Total $ 9,255 $ 1,747 |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following: December 31, (in thousands) 2017 2016 Deferred revenue $ 2,213 $ 211 Reserve for unclaimed property 1,208 1,107 Legal accrual 919 450 Restructure reserves 585 337 Lease settlements reserve 346 278 Other 258 238 Total $ 5,529 $ 2,621 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Borrowings | Our outstanding debt consisted of the following: December 31, (in thousands) 2017 2016 2016 Credit and Security Agreement $ 10,015 $ 3,603 Term Loan 8,500 3,676 Discount on Term Loan (631 ) (1,122 ) Unamortized debt issuance costs related to Term Loan (220 ) (336 ) Subordinated Promissory Note, net 1,543 — Capital Leases 107 — Total debt 19,314 5,821 Short-term portion (19,314 ) (5,821 ) Total long-term debt, net $ — $ — |
Schedule of Components of Interest Expense | The following table summarizes the components of interest expense for the years ended December 31, 2017 and 2016 : December 31, (in thousands) 2017 2016 Interest expense on Term Loan (a) $ 883 $ 658 Interest expense on 2013 Loan and Security Agreement — 48 Interest expense on 2016 Credit and Security Agreement 601 311 Interest expense on Seasonal Facility 138 — Interest expense on Subordinated Promissory Note 101 — Interest expense on Capital Leases 8 — Interest expense, other 6 — Accretion of termination fees (over term of Term Loan at rate of 8%) 441 187 Amortization of debt issuance costs 351 362 Write-off of debt issuance costs related to 2013 Loan and Security Agreement — 282 Amortization of debt discount associated with SWK Warrants #1 and #2 (defined below) 691 1,663 Amortization of Subordinated Debt discount 38 — Mark to market of SWK Warrant #2 (defined below) (63 ) 59 Total $ 3,195 $ 3,570 (a) As of December 31, 2017 and 2016 , the effective interest rate was 28% and 15% , respectively. |
Schedule of Debt Covenant Compliance | The covenants are summarized in the tables below and are on a pro forma basis as if the Merger with PHS happened as of April 1, 2017 : (in thousands) Minimum Aggregate Revenue (LTM) as of the end of: Months Ending Nine Twelve Twelve Twelve Twelve Twelve Period Ended December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 each fiscal quarter $53,000 $69,000 $70,000 $71,000 $74,000 $75,000 Minimum Adjusted EBITDA as of the end of: Months Ending Twelve Twelve Twelve Twelve Twelve Twelve Period Ended December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 each fiscal quarter $3,000 $5,000 $5,200 $6,000 $8,000 $9,000 Minimum Consolidated Unencumbered Liquid Assets as of: The end of each fiscal quarter $1,000 The covenants are summarized in the tables below and are on a pro forma basis as if the Merger with PHS happened as of April 1, 2017 : (in thousands) Minimum Aggregate Revenue (LTM) as of the end of: Months Ending Nine Twelve Twelve Twelve Twelve Twelve Period Ended December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 each fiscal quarter $53,000 $69,000 $70,000 $71,000 $74,000 $75,000 Minimum Adjusted EBITDA as of the end of: Months Ending Twelve Twelve Twelve Twelve Twelve Twelve Period Ended December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 each fiscal quarter $3,000 $5,000 $5,200 $6,000 $8,000 $9,000 Minimum Consolidated Unencumbered Liquid Assets as of: The end of each fiscal quarter $1,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Payments for Operating Leases | The table below presents future minimum lease payments for operating leases (with initial or remaining terms in excess of one year) as of December 31, 2017 , and includes leases from both continuing and discontinued operations, as described above. This table does not reflect any changes related to the lease negotiations noted above. Year ending December 31, (in thousands) 2018 $ 1,188 2019 185 2020 26 2021 9 2022 9 Thereafter 9 Total minimum lease payments $ 1,426 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The components of the income tax expense are as follows: December 31, (in thousands) 2017 2016 Current: Federal $ — $ — State and local 20 16 20 16 Deferred: Federal (566 ) 8 State and local (99 ) 1 (665 ) 9 Total income tax (benefit) expense $ (645 ) $ 25 |
Schedule of Income Tax Rate Reconciliation | The following reconciles the “statutory” federal income tax rate to the effective income tax rate: December 31, 2017 2016 "Expected" provision at federal statutory rate 35 % 35 % Reduction in income tax benefit and increase in income tax expense resulting from: Change in federal valuation allowance 29 % 35 % Other 2 % — % Effective income tax rate (4 )% — % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to the deferred income tax assets and liabilities are as follows: December 31, (in thousands) 2017 2016 Deferred income tax assets: Receivable allowance $ 68 $ 17 Accumulated depreciation 226 371 Restructuring accrual 242 454 Intangible assets — 813 Compensation expense 664 634 Federal net operating loss carryforward 3,674 61,688 State net operating loss carryforward 1,124 5,736 Accrued expenses 773 160 Deferred rent 22 57 Deferred revenue 503 83 Interest 230 180 Other 32 10 Gross deferred income tax assets $ 7,558 $ 70,203 Valuation allowance (6,520 ) (70,203 ) Net deferred income tax assets $ 1,038 $ — Deferred income tax liabilities: Intangible Assets $ (1,038 ) $ — Goodwill (18 ) (16 ) Gross deferred income tax liabilities $ (1,056 ) $ (16 ) Net deferred income tax liabilities $ (18 ) $ (16 ) |
Schedule of Changes in Valuation Allowance | A schedule of the change in valuation allowance is as follows: (in thousands) Valuation Allowance Balance, December 31, 2016 $ (70,203 ) Reductions - Section 382 66,226 Increases - current year (5,822 ) Reductions - tax rate change 3,279 Balance, December 31, 2017 $ (6,520 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Term Loan and Derivative Liability | The Company estimated the fair value of the Term Loan and the derivative liability using Level 3 valuation techniques. The estimated fair value of the Term Loan was determined by discounting future projected cash flows using a discount rate commensurate with the risks involved and by using the Black-Scholes valuation model, while the estimated fair value of the derivative liability was determined using the Black-Scholes valuation model. December 31, 2017 December 31, 2016 (in thousands) Face Value Fair Value Carrying Amount Face Value Fair Value Carrying Amount Term Loan $ 8,500 $ 6,013 $ 7,649 $ 5,000 $ 4,865 $ 2,218 Derivative liability $ 152 $ 89 $ 89 $ — $ — $ — |
Description of the Business, 34
Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | May 11, 2017USD ($)unit | Jun. 15, 2016$ / sharesshares | Dec. 31, 2017USD ($)segmentunit$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Sep. 15, 2016$ / shares | Mar. 28, 2016$ / shares | Jan. 25, 2016$ / shares |
Business Acquisition [Line Items] | |||||||
Reverse stock split conversion ratio | 0.0667 | ||||||
Common stock, shares authorized (shares) | shares | 240,000,000 | 240,000,000 | 240,000,000 | ||||
Common stock, par value (usd per share) | $ / shares | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | |
Goodwill | $ 8,759 | $ 633 | |||||
Inventory, finished goods | 500 | 700 | |||||
Inventory, components | $ 500 | $ 400 | |||||
Number of operating segments | segment | 1 | ||||||
Number of reportable segments | segment | 1 | ||||||
Number of reporting units | unit | 1 | ||||||
Provant | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 8,100 | $ 8,126 | |||||
Deferred tax liability assumed in merger included in goodwill | $ 700 | ||||||
Number of reporting units | unit | 1 |
Description of the Business, 35
Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies - (Loss) per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average of antidilutive options outstanding (in shares) | 1,275,824 | 368,703 |
Description of the Business, 36
Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Customer Concentration Risk - customer | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Number of major customers | 2 | 2 |
Concentration risk, percentage | 40.00% | 40.00% |
Revenues | ||
Concentration Risk [Line Items] | ||
Number of major customers | 1 | 2 |
Description of the Business, 37
Description of the Business, Basis of Presentation and Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) $ in Millions | Jan. 01, 2018USD ($) |
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | Subsequent Event | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Transition adjustment expected to be recorded as result of adoption of new accounting pronouncement (less than) | $ 0.5 |
Liquidity and Going Concern A38
Liquidity and Going Concern Assessment (Details) | Mar. 15, 2018USD ($) | Feb. 02, 2018USD ($) | Feb. 01, 2018USD ($) | Aug. 31, 2017USD ($)$ / shares | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)operating_leasestates$ / shares | Dec. 31, 2016USD ($)$ / shares | Apr. 16, 2018USD ($) | Mar. 30, 2018USD ($) | Aug. 08, 2017USD ($) | May 12, 2017USD ($) | May 11, 2017USD ($) | May 10, 2017USD ($) | Sep. 15, 2016$ / shares | Jun. 15, 2016$ / shares | Mar. 28, 2016$ / shares | Jan. 25, 2016$ / shares | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt | $ 19,314,000 | $ 5,821,000 | ||||||||||||||||
Working capital deficit | 27,100,000 | |||||||||||||||||
Cash and cash equivalents | 884,000 | 1,866,000 | $ 2,035,000 | |||||||||||||||
Past due payables | $ 11,700,000 | |||||||||||||||||
Past due payable percentage | 35.00% | |||||||||||||||||
Net cash used in operating activities | $ 12,010,000 | 4,444,000 | ||||||||||||||||
Loss from continuing operations | 16,080,000 | 9,944,000 | ||||||||||||||||
Proceeds from issuance of common stock and warrants | $ 3,414,000 | $ 6,250,000 | ||||||||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | ||||||||||||
Number of operating leases settlements | states | 3 | |||||||||||||||||
Reduction in operating lease obligations | $ 700,000 | |||||||||||||||||
Purchase and Registration Rights Agreement | LPC | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Common stock, value of shares that Company has right to sell | $ 10,000,000 | |||||||||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.04 | |||||||||||||||||
Common stock, period during which Company has right to require LPC to pruchase shares to provide equity financing | 36 months | |||||||||||||||||
Olathe, Kansas and East Greenwich, Rhode Island | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Number of properties under operating leases | operating_lease | 2 | |||||||||||||||||
Provant | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Merger related costs | $ 3,200,000 | |||||||||||||||||
Subordinated promissory note | (1,917,000) | |||||||||||||||||
Subsequent Event | Purchase and Registration Rights Agreement | LPC | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Common stock, value of shares that Company has right to sell, limit per day | $ 8,250 | |||||||||||||||||
Line of Credit | 2016 Credit and Security Agreement | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt | 10,015,000 | $ 3,603,000 | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 7,000,000 | |||||||||||||||||
Outstanding borrowing capacity | 10,000,000 | |||||||||||||||||
Available borrowing capacity under loan | 1,800,000 | |||||||||||||||||
Line of Credit | 2016 Credit and Security Agreement | Provant | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility, capacity available during high-volume months | $ 15,000,000 | |||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | |||||||||||||||||
Line of credit facility, eligible receivables percentage to calculate maximum borrowing capacity | 85.00% | |||||||||||||||||
Line of Credit | 2016 Credit and Security Agreement | Subsequent Event | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Outstanding borrowing capacity | $ 4,900,000 | |||||||||||||||||
Available borrowing capacity under loan | $ 200,000 | |||||||||||||||||
Term Loan | A&R Credit Agreement | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt | 8,500,000 | 3,676,000 | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 3,700,000 | |||||||||||||||||
Outstanding borrowings under term loan | 8,500,000 | |||||||||||||||||
Term Loan | A&R Credit Agreement | Provant | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt | $ 6,500,000 | $ 8,500,000 | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 6,500,000 | |||||||||||||||||
Term Loan | A&R Credit Agreement | Subsequent Event | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt payment in default | $ 250,000 | |||||||||||||||||
Term Loan | 2017 August Term Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt | $ 2,000,000 | |||||||||||||||||
Term Loan | 2017 August Term Loan | Subsequent Event | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt | $ 2,000,000 | |||||||||||||||||
Repayment of debt principal balance | $ 250,000 | $ 250,000 | ||||||||||||||||
Debt payment in default | $ 250,000 | $ 250,000 | ||||||||||||||||
Subordinated Debt | Subordinated Promissory Note | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt | 1,543,000 | $ 0 | ||||||||||||||||
Line of Credit | 2017 August Term Loan | Provant | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 | |||||||||||||||||
2017 Private Offering Warrants | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Proceeds from issuance of common stock and warrants | $ 3,400,000 | |||||||||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.04 |
Merger - Additional Information
Merger - Additional Information (Details) | May 11, 2017USD ($)unitshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2017USD ($)unitshares | Dec. 31, 2016USD ($)shares | May 12, 2017USD ($) | May 10, 2017USD ($) |
Business Acquisition [Line Items] | ||||||
Common stock, shares outstanding (in shares) | shares | 26,768,498 | 26,768,498 | 10,103,525 | |||
Amortization of intangible assets | $ 2,200,000 | $ 1,300,000 | ||||
Goodwill | $ 8,759,000 | $ 8,759,000 | 633,000 | |||
Number of reporting units tested for goodwill impairment | unit | 1 | |||||
Revenues | $ 56,158,000 | 34,271,000 | ||||
Term Loan | A&R Credit Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 3,700,000 | |||||
Line of Credit | 2016 Credit and Security Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 7,000,000 | |||||
Provant | ||||||
Business Acquisition [Line Items] | ||||||
Common stock issued for merger (in shares) | shares | 10,448,849 | |||||
Common stock, shares outstanding (in shares) | shares | 26,800,000 | 26,800,000 | ||||
Merger related costs | $ 2,500,000 | |||||
Increase to goodwill during measurement period adjustment | $ 1,600,000 | |||||
Amortization of intangible assets | 900,000 | |||||
Goodwill | $ 8,100,000 | 8,126,000 | 8,126,000 | |||
Number of reporting units tested for goodwill impairment | unit | 1 | |||||
Revenues attributable to Provant since the acquisition | $ 25,000,000 | |||||
Provant | Cost of operations | ||||||
Business Acquisition [Line Items] | ||||||
Amortization of intangible assets | 500,000 | |||||
Provant | Selling, general and administrative expenses | ||||||
Business Acquisition [Line Items] | ||||||
Amortization of intangible assets | 400,000 | |||||
Provant | Pass Through Gift Card Revenues | ||||||
Business Acquisition [Line Items] | ||||||
Revenues | 3,800,000 | |||||
Provant | Acquisition-related Costs | ||||||
Business Acquisition [Line Items] | ||||||
Net income (loss) | $ (3,300,000) | $ (3,300,000) | ||||
Provant | Term Loan | A&R Credit Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 6,500,000 | |||||
Provant | Line of Credit | 2016 Credit and Security Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 10,000,000 | |||||
Line of credit facility, capacity available during high-volume months | $ 15,000,000 | |||||
Provant | Former Provant Owners | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 47.00% | 47.00% | ||||
Provant | Guarantor Subsidiaries | Line of Credit | Seasonal Facility | ||||||
Business Acquisition [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 |
Merger - Purchase Price Allocat
Merger - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | May 11, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 8,759 | $ 633 | |
Provant | |||
Business Acquisition [Line Items] | |||
Cash | 1,936 | ||
Accounts receivable | 3,128 | ||
Inventory and other assets | 1,209 | ||
Fixed assets | 1,041 | ||
Goodwill | 8,126 | $ 8,100 | |
Accounts payable | (2,945) | ||
Accrued expenses and other liabilities (including deferred income tax liability) | (6,789) | ||
Line of credit | (4,684) | ||
Capital leases | (334) | ||
Deferred revenue | (200) | ||
Subordinated promissory note | (1,917) | ||
Subordinated promissory note, discount | 411 | ||
Preliminary Purchase Price | 6,792 | ||
Provant | Portal (Technology) | |||
Business Acquisition [Line Items] | |||
Intangible assets | 4,200 | ||
Provant | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets | 3,400 | ||
Provant | Trade name/trademark | |||
Business Acquisition [Line Items] | |||
Intangible assets | 200 | ||
Provant | Non-compete agreements | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 10 |
Merger - Intangible Assets Acqu
Merger - Intangible Assets Acquired (Details) | May 11, 2017 | Dec. 31, 2017 |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Estimated useful life | 8 years | |
Provant | Level 3 | Portal (Technology) | Income Approach Valuation Technique | Relief from Royalty | ||
Business Acquisition [Line Items] | ||
Estimated useful life | 6 years | |
Provant | Level 3 | Customer relationships | Income Approach Valuation Technique | Multi-Period Excess Earnings | ||
Business Acquisition [Line Items] | ||
Estimated useful life | 8 years | |
Provant | Level 3 | Trade name/trademark | Income Approach Valuation Technique | Relief from Royalty | ||
Business Acquisition [Line Items] | ||
Estimated useful life | 9 months | |
Provant | Level 3 | Non-compete agreements | Income Approach Valuation Technique | Lost Profits Method | ||
Business Acquisition [Line Items] | ||
Estimated useful life | 1 year |
Merger - Pro Forma Results of O
Merger - Pro Forma Results of Operations (Details) - Provant - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Pro forma revenues | $ 63,849 | $ 70,990 |
Pro forma net loss from continuing operations | $ (18,103) | $ (24,129) |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | May 24, 2011 | May 29, 2008 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted in the period (shares) | 2,550,000 | 195,332 | ||
Exercise of share-based awards (shares) | 77,914 | |||
Options vested in period (shares) | 56,682 | 86,736 | ||
Aggregate fair value of options vested in period | $ 0.1 | $ 0.3 | ||
Unrecognized compensation cost related to stock options | 0.4 | |||
Selling, general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 0.8 | $ 0.6 | ||
Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average period for recognition of compensation cost | 3 years 2 months 12 days | |||
2008 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized under the Plan (shares) | 333,333 | |||
Options granted in the period (shares) | 0 | 187,832 | ||
Remaining shares available for grant under the Plan | 114,141 | |||
Contractual life of stock options and other awards under share-based compensation plans | 10 years | |||
Exercise of share-based awards (shares) | 0 | 0 | ||
2011 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized under the Plan (shares) | 3,650,000 | 633,333 | ||
Options granted in the period (shares) | 2,550,000 | 7,500 | ||
Remaining shares available for grant under the Plan | 567,893 | |||
Contractual life of stock options and other awards under share-based compensation plans | 10 years | |||
Exercise of share-based awards (shares) | 0 | 0 | ||
2011 Plan | Non-employee Board of Directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted (shares) | 435,800 | 166,665 |
Share-Based Compensation - Fair
Share-Based Compensation - Fair Value Assumptions (Details) - Stock Option - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected life (years) | 4 years | 4 years 9 months 18 days |
Expected volatility | 91.00% | 83.00% |
Risk-free interest rate | 1.70% | 1.40% |
Weighted average fair value of options granted during the year | $ 0.40 | $ 1.21 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares | ||
Outstanding, beginning balance (shares) | 403,986 | 286,568 |
Granted (shares) | 2,550,000 | 195,332 |
Exercised (shares) | (77,914) | |
Forfeited and Expired (shares) | (376,126) | |
Outstanding, ending balance (shares) | 2,577,860 | 403,986 |
Exercisable at December 31, 2017, Number of shares (shares) | 217,066 | |
Weighted Average Exercise Price (usd per share) | ||
Outstanding, beginning balance (in usd per share) | $ 4.62 | $ 6.46 |
Granted (in usd per share) | 0.65 | 1.86 |
Options exercised in period (in usd per share) | 4.46 | |
Forfeited and Expired (in usd per share) | 1.35 | |
Outstanding, ending balance (in usd per share) | 1.17 | $ 4.62 |
Exercisable at December 31, 2017, Weighted average exercised price per share (in usd per share) | $ 6.04 | |
Options outstanding, weighted average remaining contractual term (years) | 8 years 8 months 12 days | 8 years 1 month 6 days |
Options exercisable, weighted average remaining contractual term (years) | 6 years 4 months 24 days | |
Outstanding at December 31, 2017, Aggregate intrinsic value | $ 0 | $ 0 |
Exercisable at December 31, 2017, Aggregate intrinsic value | $ 0 |
Restructuring Charges (Details)
Restructuring Charges (Details) - Lease Obligation - Other Current and Long-term Liabilities - Discontinued Operations - Hooper Holmes Services - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve | ||
Restructure reserves | $ 0.3 | $ 0.4 |
Payments for restructuring | (0.8) | (0.5) |
Restructuring accrual adjustments | $ 0.7 | $ 0.2 |
Property, Plant and Equipment47
Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 9,842 | $ 8,460 |
Less: accumulated depreciation and amortization | 8,090 | 6,700 |
Property, plant and equipment, net | 1,752 | 1,760 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,221 | 1,125 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5,110 | 4,090 |
Furniture, fixtures and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life of property, plant and equipment | 2 years | |
Furniture, fixtures and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life of property, plant and equipment | 10 years | |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,511 | $ 3,245 |
Software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life of property, plant and equipment | 1 year | |
Software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life of property, plant and equipment | 7 years |
Property, Plant and Equipment48
Property, Plant and Equipment, net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Impairment charges of property, plant and equipment | $ 0 | $ 88,000 |
Property, plant and equipment, gross | 9,842,000 | 8,460,000 |
Accumulated depreciation and amortization | 8,090,000 | 6,700,000 |
Depreciation expense on property, plant and equipment | 1,400,000 | $ 1,300,000 |
Assets Under Capital Lease | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 500,000 | |
Accumulated depreciation and amortization | $ 200,000 |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||||
Goodwill | $ 8,759,000 | $ 633,000 | ||
Amortization expense of intangible assets | 2,200,000 | 1,300,000 | ||
Positive fair value of reporting unit | 11,000,000 | |||
Stockholders' deficit balance | $ 6,856,000 | 2,864,000 | $ (217,000) | |
Goodwill impairment loss | $ 0 | $ 0 | ||
Portal | Minimum | ||||
Goodwill [Line Items] | ||||
Useful life of intangible assets | 4 years | |||
Portal | Maximum | ||||
Goodwill [Line Items] | ||||
Useful life of intangible assets | 6 years | |||
Customer relationships | ||||
Goodwill [Line Items] | ||||
Useful life of intangible assets | 8 years |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 14,058 | $ 6,248 |
Accumulated Amortization | 4,414 | 2,217 |
Intangible Assets, net | 9,644 | 4,031 |
Portal | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,351 | 4,151 |
Accumulated Amortization | 3,256 | 1,770 |
Intangible Assets, net | 5,095 | 2,381 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,497 | 2,097 |
Accumulated Amortization | 981 | 447 |
Intangible Assets, net | 4,516 | 1,650 |
Trade name/trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 200 | 0 |
Accumulated Amortization | 171 | 0 |
Intangible Assets, net | 29 | 0 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10 | 0 |
Accumulated Amortization | 6 | 0 |
Intangible Assets, net | $ 4 | $ 0 |
Goodwill and Other Intangible51
Goodwill and Other Intangible Assets - Estimated Aggregate Amortization Expense (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 2,458 |
2,019 | 1,693 |
2,020 | 1,387 |
2,021 | 1,387 |
2,022 | $ 1,387 |
Accrued Expenses and Other Cu52
Accrued Expenses and Other Current Liabilities - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Vendor-related accruals | $ 6,838 | $ 540 |
Accrued wages | 1,757 | 762 |
Accrued interest | 592 | 402 |
Accrued income and other taxes | 68 | 43 |
Accrued expenses | $ 9,255 | $ 1,747 |
Accrued Expenses and Other Cu53
Accrued Expenses and Other Current Liabilities - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Deferred revenue | $ 2,213 | $ 211 |
Reserve for unclaimed property | 1,208 | 1,107 |
Legal accrual | 919 | 450 |
Restructure reserves | 585 | 337 |
Lease settlements reserve | 346 | 278 |
Other | 258 | 238 |
Other current liabilities | $ 5,529 | $ 2,621 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long term debt | $ 19,314 | $ 5,821 |
Capital Lease Obligations | 107 | 0 |
Short-term portion | (19,314) | (5,821) |
Total long-term debt, net | 0 | 0 |
Line of Credit | 2016 Credit and Security Agreement | ||
Debt Instrument [Line Items] | ||
Long term debt | 10,015 | 3,603 |
Term Loan | A&R Credit Agreement | ||
Debt Instrument [Line Items] | ||
Long term debt | 8,500 | 3,676 |
Discount on Term Loan | (631) | (1,122) |
Unamortized debt issuance costs related to Term Loan | (220) | (336) |
Subordinated Debt | Subordinated Promissory Note | ||
Debt Instrument [Line Items] | ||
Long term debt | $ 1,543 | $ 0 |
Debt - Components of Interest E
Debt - Components of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Amortization of deferred financing costs | $ 351 | $ 362 |
Total interest expense | 3,195 | 3,570 |
SWK Warrants 1 and 2 | ||
Debt Instrument [Line Items] | ||
Amortization of debt discount associated with SWK Warrants 1 and 2 (defined below) | 691 | 1,663 |
SWK Warrant 2 | ||
Debt Instrument [Line Items] | ||
Mark to market of the additional warrant feature | (63) | 59 |
2013 Loan and Security Agreement | ||
Debt Instrument [Line Items] | ||
Write-off of debt issuance costs related to 2013 Loan and Security Agreement | 0 | 282 |
Term Loan | A&R Credit Agreement | ||
Debt Instrument [Line Items] | ||
Interest expense on debt | 883 | 658 |
Accretion of termination fees (over term of Term Loan at rate of 8%) | 441 | $ 187 |
Amortization of deferred financing costs | $ 75 | |
Exit fee percentage over loan rate | 8.00% | 8.00% |
Effective interest rate | 28.00% | 15.00% |
Line of Credit | 2013 Loan and Security Agreement | ||
Debt Instrument [Line Items] | ||
Interest expense on debt | $ 0 | $ 48 |
Line of Credit | 2016 Credit and Security Agreement | ||
Debt Instrument [Line Items] | ||
Interest expense on debt | 601 | 311 |
Line of Credit | Seasonal Facility | ||
Debt Instrument [Line Items] | ||
Interest expense on debt | 138 | 0 |
Subordinated Debt | Subordinated Promissory Note | ||
Debt Instrument [Line Items] | ||
Interest expense on debt | 101 | 0 |
Amortization of debt discount associated with SWK Warrants 1 and 2 (defined below) | 38 | 0 |
Capital Lease Obligations | ||
Debt Instrument [Line Items] | ||
Interest expense on debt | 8 | 0 |
Other | ||
Debt Instrument [Line Items] | ||
Interest expense on debt | $ 6 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) | Mar. 15, 2018USD ($) | Aug. 08, 2017USD ($)$ / sharesshares | May 11, 2017USD ($)leaseguarantor$ / sharesshares | May 10, 2017USD ($) | Apr. 29, 2016USD ($) | Apr. 17, 2015USD ($)shares | Mar. 31, 2018USD ($) | May 24, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)credit_facility$ / shares | Dec. 31, 2016USD ($) | Mar. 30, 2018USD ($) | Feb. 02, 2018USD ($) | May 12, 2017USD ($) | Nov. 15, 2016USD ($) | Sep. 15, 2016$ / shares | Apr. 30, 2015$ / shares |
Loan and Security Agreements [Line Items] | ||||||||||||||||
Long-term debt | $ 19,314,000 | $ 5,821,000 | ||||||||||||||
Number of primary credit facilities | credit_facility | 2 | |||||||||||||||
Number of overdraft lines | credit_facility | 2 | |||||||||||||||
Amortization of deferred financing costs | $ 351,000 | 362,000 | ||||||||||||||
Common stock, value | 364,000 | |||||||||||||||
Sale of common stock, price per share (in usd per share) | $ / shares | $ 2 | |||||||||||||||
Capital lease obligations | $ 107,000 | 0 | ||||||||||||||
2017 Private Offering Warrants | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Sale of common stock, price per share (in usd per share) | $ / shares | $ 1.35 | |||||||||||||||
Provant | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Line of credit | $ (4,684,000) | |||||||||||||||
Subordinated promissory note | $ (1,917,000) | |||||||||||||||
Number of capital leases | lease | 2 | |||||||||||||||
Provant | 2017 Private Offering Warrants | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Strike price of warrant (in usd per share) | $ / shares | $ 1.35 | |||||||||||||||
Common stock, value | $ 3,400,000 | |||||||||||||||
Sale of common stock, price per share (in usd per share) | $ / shares | $ 0.80 | |||||||||||||||
Issuance of common stock (shares) | shares | 4,375,000 | |||||||||||||||
Number of securities called by each warrant (shares) | shares | 2 | |||||||||||||||
Provant | A&R Warrants | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Strike price of warrant (in usd per share) | $ / shares | $ 0.84 | |||||||||||||||
Issuance of common stock (shares) | shares | 1,300,000 | |||||||||||||||
2017 August Term Loan | Provant | Line of Credit | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Credit facility, maximum borrowing capacity | $ 2,000,000 | |||||||||||||||
Line of Credit | Seasonal Facility | 10% Warrants | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Strike price of warrant (in usd per share) | $ / shares | $ 0.6134 | |||||||||||||||
Option indexed to issuer's equity (shares) | shares | 326,052 | |||||||||||||||
Line of Credit | Seasonal Facility | 90% Contingent Warrants | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Strike price of warrant (in usd per share) | $ / shares | $ 0.6134 | |||||||||||||||
Option indexed to issuer's equity (shares) | shares | 2,934,468 | |||||||||||||||
Exercisable period of warrants | 7 years | |||||||||||||||
Line of Credit | Seasonal Facility | Century Warrants | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Expected volatility rate | 80.60% | |||||||||||||||
Risk-free interest rate | 2.22% | |||||||||||||||
Expected dividend rate | 0.00% | |||||||||||||||
Expected term | 7 years | |||||||||||||||
Line of Credit | Seasonal Facility | 2017 Private Offering Warrants | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Option indexed to issuer's equity (shares) | shares | 2,187,500 | |||||||||||||||
Exercisable period of warrants | 4 years | 4 years | ||||||||||||||
Line of Credit | Seasonal Facility | A&R Warrants | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Expected volatility rate | 80.60% | |||||||||||||||
Risk-free interest rate | 2.22% | |||||||||||||||
Expected dividend rate | 0.00% | |||||||||||||||
Line of Credit | Seasonal Facility | Provant | Guarantor Subsidiaries | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Credit facility, maximum borrowing capacity | $ 2,000,000 | |||||||||||||||
Number of guarantors | guarantor | 1 | |||||||||||||||
Line of credit facility outstanding balance fee percentage | 25.00% | |||||||||||||||
Line of Credit | 2016 Credit and Security Agreement | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Long-term debt | $ 10,015,000 | 3,603,000 | ||||||||||||||
Credit facility, maximum borrowing capacity | $ 7,000,000 | |||||||||||||||
Outstanding borrowing capacity | 10,000,000 | |||||||||||||||
Unused borrowing capacity under loan | 1,800,000 | |||||||||||||||
Debt Instrument, fee amount | $ 100,000 | |||||||||||||||
Line of credit commitment fee percentage | 0.50% | |||||||||||||||
Line of credit collateral fee percentage | 0.50% | |||||||||||||||
Expected term | 3 years | |||||||||||||||
Line of Credit | 2016 Credit and Security Agreement | Subsequent Event | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Outstanding borrowing capacity | $ 4,900,000 | |||||||||||||||
Unused borrowing capacity under loan | $ 200,000 | |||||||||||||||
Line of Credit | 2016 Credit and Security Agreement | Other Assets | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Deferred financing costs | 200,000 | |||||||||||||||
Line of Credit | 2016 Credit and Security Agreement | Prime Rate | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Spread on variable rate (percent) | 4.50% | |||||||||||||||
Line of Credit | 2016 Credit and Security Agreement | Provant | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Credit facility, maximum borrowing capacity | $ 10,000,000 | |||||||||||||||
Line of credit facility, capacity available during high-volume months | 15,000,000 | |||||||||||||||
Line of Credit | A&R Credit Agreement | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Debt instrument, cross-default provision of debt amount outstanding | $ 250,000 | |||||||||||||||
Term Loan | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Term loan, face value | 8,500,000 | 5,000,000 | ||||||||||||||
Term Loan | 2017 August Term Loan | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Long-term debt | $ 2,000,000 | |||||||||||||||
Debt Instrument, fee amount | 30,000 | |||||||||||||||
Debt instrument, exit fees | $ 280,000 | |||||||||||||||
Term Loan | 2017 August Term Loan | Subsequent Event | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Long-term debt | $ 2,000,000 | |||||||||||||||
Debt payment in default | $ 250,000 | $ 250,000 | ||||||||||||||
Term Loan | 2017 August Term Loan | SKW Warrant 1 | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Expected term | 7 years | |||||||||||||||
Term Loan | 2017 August Term Loan | August Warrants | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Expected volatility rate | 79.30% | |||||||||||||||
Risk-free interest rate | 2.10% | |||||||||||||||
Expected dividend rate | 0.00% | |||||||||||||||
Exercise price of warrant (usd per share) | $ / shares | $ 0.80 | |||||||||||||||
Mark to market of the additional warrant feature | $ 200,000 | |||||||||||||||
Antidilutive securities excluded from computation of earnings per share (shares) | shares | 450,000 | |||||||||||||||
Term Loan | 2013 Loan and Security Agreement | SWK Warrant 2 | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Value of additional warrant to be issued | $ 1,250,000 | |||||||||||||||
Term Loan | A&R Credit Agreement | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Long-term debt | 8,500,000 | 3,676,000 | ||||||||||||||
Credit facility, maximum borrowing capacity | 3,700,000 | |||||||||||||||
Debt Instrument, fee amount | 97,500 | |||||||||||||||
Deferred financing costs | 220,000 | 336,000 | ||||||||||||||
Term loan, face value | $ 5,000,000 | |||||||||||||||
Repayment of loan | $ 500,000 | |||||||||||||||
Exit fee percentage | 7.00% | |||||||||||||||
Debt instrument, legal fees | 150,000 | |||||||||||||||
Debt instrument, exit fees | $ 400,000 | |||||||||||||||
Amortization of deferred financing costs | 75,000 | |||||||||||||||
Debt discount | 631,000 | 1,122,000 | ||||||||||||||
Term Loan | A&R Credit Agreement | Subsequent Event | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Debt payment in default | $ 250,000 | |||||||||||||||
Term Loan | A&R Credit Agreement | SWK Warrant 2 | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Value of additional warrant to be issued | $ 1,250,000 | |||||||||||||||
Expected volatility rate | 80.00% | |||||||||||||||
Risk-free interest rate | 2.10% | |||||||||||||||
Expected dividend rate | 0.00% | |||||||||||||||
Expected term | 7 years | |||||||||||||||
Term Loan | A&R Credit Agreement | SKW Warrant 1 | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Expected volatility rate | 85.00% | |||||||||||||||
Risk-free interest rate | 1.40% | |||||||||||||||
Expected dividend rate | 0.00% | |||||||||||||||
Number of securities called by each warrant (shares) | shares | 543,479 | |||||||||||||||
Exercise price of warrant (usd per share) | $ / shares | $ 1.30 | |||||||||||||||
Term Loan | A&R Credit Agreement | SWK Warrants 1 and 2 | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Debt discount | $ 3,600,000 | |||||||||||||||
Term Loan | A&R Credit Agreement | A&R Warrants | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Expected term | 7 years | |||||||||||||||
Term Loan | A&R Credit Agreement | Annual Aggregate Revenue Up To And Including $20 million | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Quarterly revenue-based payments as a percent of annual aggregate revenue (percent) | (15.00%) | |||||||||||||||
Annual aggregate revenue | $ 20,000,000 | |||||||||||||||
Term Loan | A&R Credit Agreement | Annual Aggregate Revenue Greater Than $20 Million Up To And Including $30 Million | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Quarterly revenue-based payments as a percent of annual aggregate revenue (percent) | (10.00%) | |||||||||||||||
Annual aggregate revenue | $ 20,000,000 | |||||||||||||||
Term Loan | A&R Credit Agreement | Additional Paid-in Capital | SKW Warrant 1 | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Mark to market of the additional warrant feature | $ 300,000 | |||||||||||||||
Term Loan | A&R Credit Agreement | LIBOR Rate | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Spread on variable rate (percent) | 12.50% | |||||||||||||||
Term Loan | A&R Credit Agreement | LIBOR Rate | Minimum | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Spread on variable rate (percent) | 1.00% | |||||||||||||||
Term Loan | A&R Credit Agreement | Provant | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Long-term debt | $ 6,500,000 | $ 8,500,000 | ||||||||||||||
Credit facility, maximum borrowing capacity | $ 6,500,000 | |||||||||||||||
Convertible Subordinated Debt | Subordinated Promissory Note | Provant | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Debt conversion amount | 400,000 | |||||||||||||||
Convertible Subordinated Debt | Subordinated Promissory Note | Century | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Long-term debt | $ 2,500,000 | |||||||||||||||
Debt instrument, interest rate stated percentage | 8.25% | |||||||||||||||
Subordinated Debt | Subordinated Promissory Note | ||||||||||||||||
Loan and Security Agreements [Line Items] | ||||||||||||||||
Long-term debt | $ 1,543,000 | $ 0 | ||||||||||||||
Debt instrument, interest rate stated percentage | 8.25% | |||||||||||||||
Debt instrument, tax distribution interest accrual percentage | 40.00% |
Debt - Debt Covenant Compliance
Debt - Debt Covenant Compliance (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Line of Credit | 2016 Credit and Security Agreement | |
Debt Instrument [Line Items] | |
Minimum Revenue (LTM) as of the nine months ended December 31, 2017 | $ 53,000 |
Minimum Revenue (LTM) as of the twelve months ended March 31, 2018 | 69,000 |
Minimum Revenue (LTM) as of the twelve months ended June 30, 2018 | 70,000 |
Minimum Revenue (LTM) as of the twelve months ended September 30, 2018 | 71,000 |
Minimum Revenue (LTM) as of the twelve months ended December 31, 2018 | 74,000 |
Minimum Revenue (LTM) as of twelve months ended each fiscal quarter thereafter | 75,000 |
Line of Credit | A&R Credit Agreement | |
Debt Instrument [Line Items] | |
Minimum Revenue (LTM) as of the nine months ended December 31, 2017 | 53,000 |
Minimum Revenue (LTM) as of the twelve months ended March 31, 2018 | 69,000 |
Minimum Revenue (LTM) as of the twelve months ended June 30, 2018 | 70,000 |
Minimum Revenue (LTM) as of the twelve months ended September 30, 2018 | 71,000 |
Minimum Revenue (LTM) as of the twelve months ended December 31, 2018 | 74,000 |
Minimum Revenue (LTM) as of twelve months ended each fiscal quarter thereafter | 75,000 |
Term Loan | 2016 Credit and Security Agreement | |
Debt Instrument [Line Items] | |
Minimum adjusted EBITDA as of the end of twelve months ended December 31, 2017 | 3,000 |
Minimum adjusted EBITDA as of the end of twelve months ended March 31, 2018 | 5,000 |
Minimum adjusted EBITDA as of the end of twelve months ended June 30, 2018 | 5,200 |
Minimum adjusted EBITDA as of the end of twelve months ended September 30, 2018 | 6,000 |
Minimum adjusted EBITDA as of the end of twelve months ended December 31, 2018 | 8,000 |
Minimum adjusted EBITDA as of the end of twelve months ended each fiscal quarter thereafter | 9,000 |
Minimum consolidated unencumbered liquid assets as of the end of each fiscal quarter | 1,000 |
Term Loan | A&R Credit Agreement | |
Debt Instrument [Line Items] | |
Minimum adjusted EBITDA as of the end of twelve months ended December 31, 2017 | 3,000 |
Minimum adjusted EBITDA as of the end of twelve months ended March 31, 2018 | 5,000 |
Minimum adjusted EBITDA as of the end of twelve months ended June 30, 2018 | 5,200 |
Minimum adjusted EBITDA as of the end of twelve months ended September 30, 2018 | 6,000 |
Minimum adjusted EBITDA as of the end of twelve months ended December 31, 2018 | 8,000 |
Minimum adjusted EBITDA as of the end of twelve months ended each fiscal quarter thereafter | 9,000 |
Minimum consolidated unencumbered liquid assets as of the end of each fiscal quarter | $ 1,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | May 10, 2017USD ($) | Aug. 05, 2016USD ($) | Dec. 31, 2017USD ($)operating_leasestates | Dec. 31, 2016USD ($) | May 11, 2017USD ($) | Dec. 31, 2015operating_lease |
Loss Contingencies [Line Items] | ||||||
Number of operating leases settlements | states | 3 | |||||
Lease settlements reserve | $ 300 | |||||
Rental expense | 1,400 | $ 1,200 | ||||
Other current liabilities | 5,529 | 2,621 | ||||
Provant | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation settlement amount | $ 800 | |||||
Other Current Liabilities | Employment-related Claim | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency accrual | 300 | |||||
Other Current Liabilities | Provant | ||||||
Loss Contingencies [Line Items] | ||||||
Other current liabilities | 700 | |||||
Provant | ||||||
Loss Contingencies [Line Items] | ||||||
Accrual related to vendor arrangement acquired in merger | $ 1,300 | |||||
Portamedic Service Line | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation settlement amount | $ 500 | |||||
Portamedic Service Line | Discontinued Operations | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency expense | 200 | |||||
Portamedic Service Line | Other Current Liabilities | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency accrual | 500 | |||||
Facility Closing | Hooper Holmes Services | Discontinued Operations | ||||||
Loss Contingencies [Line Items] | ||||||
Gain from discontinued operations | 100 | |||||
Employee Severance | Other Current Liabilities | ||||||
Loss Contingencies [Line Items] | ||||||
Restructure reserves | $ 600 | $ 300 | ||||
Olathe, Kansas and East Greenwich, Rhode Island | ||||||
Loss Contingencies [Line Items] | ||||||
Number of properties under operating leases | operating_lease | 2 | |||||
Iowa and Indianapolis | ||||||
Loss Contingencies [Line Items] | ||||||
Number of properties under operating leases | operating_lease | 2 |
Commitments and Contingencies59
Commitments and Contingencies - Schedule of Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 1,188 |
2,019 | 185 |
2,020 | 26 |
2,021 | 9 |
2,022 | 9 |
Thereafter | 9 |
Total minimum lease payments | $ 1,426 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
Federal | $ 0 | $ 0 |
State and local | 20,000 | 16,000 |
Current Federal, State and Local Tax Expense (Benefit) | 20,000 | 16,000 |
Deferred: | ||
Federal | (566,000) | 8,000 |
State and local | (99,000) | 1,000 |
Deferred Federal, State and Local, Tax Expense (Benefit) | (665,000) | 9,000 |
Total income tax (benefit) expense | $ (645,000) | $ 25,000 |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Expected provision at federal statutory rate | 35.00% | 35.00% |
Reduction in income tax benefit and increase in income tax expense resulting from: | ||
Change in federal valuation allowance | 29.00% | 35.00% |
Other | 2.00% | 0.00% |
Effective income tax rate | (4.00%) | 0.00% |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred income tax assets: | ||
Receivable allowance | $ 68 | $ 17 |
Accumulated depreciation | 226 | 371 |
Restructuring accrual | 242 | 454 |
Intangible assets | 0 | 813 |
Compensation expense | 664 | 634 |
Federal net operating loss carryforward | 3,674 | 61,688 |
State net operating loss carryforward | 1,124 | 5,736 |
Accrued expenses | 773 | 160 |
Deferred rent | 22 | 57 |
Deferred revenue | 503 | 83 |
Interest | 230 | 180 |
Other | 32 | 10 |
Gross deferred income tax assets | 7,558 | 70,203 |
Valuation allowance | (6,520) | (70,203) |
Net deferred income tax assets | 1,038 | 0 |
Deferred income tax liabilities: | ||
Intangible Assets | (1,038) | 0 |
Goodwill | (18) | (16) |
Gross deferred income tax liabilities | (1,056) | (16) |
Net deferred income tax liabilities | $ (18) | $ (16) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | May 11, 2017USD ($) | Dec. 31, 2017USD ($)state | Dec. 31, 2016USD ($)state |
Tax Credit Carryforward [Line Items] | |||
Current federal tax expense | $ 0 | $ 0 | |
Number of states with state tax liability | state | 1 | 1 | |
Change in ownership percentage, threshold for utilization of net operating losses | 50.00% | 50.00% | |
Change in ownership, period for utilization of net operating losses carryforwards | 3 years | ||
Net operating loss carryforwards subject to expiration | $ 6,520,000 | $ 70,203,000 | |
Net operating loss carryforward subject to annual limitation | 200,000 | ||
Provant | |||
Tax Credit Carryforward [Line Items] | |||
Change in ownership, period for utilization of net operating losses carryforwards | 2 years | ||
Net operating loss carryforward subject to annual limitation | $ 100,000 | ||
Income tax benefit recognized due to release of valuation allowance at merger | $ 700,000 | ||
Federal | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforward | 19,900,000 | ||
Federal | Operating Loss Carryforwards | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforwards subject to expiration | 173,100,000 | ||
State | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforward | 19,300,000 | ||
State | Operating Loss Carryforwards | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforwards subject to expiration | $ 140,400,000 |
Income Taxes - Change in Valuat
Income Taxes - Change in Valuation Allowance (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance, December 31, 2016 | $ (70,203) |
Reductions - Section 382 | 66,226 |
Increases - current year | (5,822) |
Reductions - tax rate change | 3,279 |
Balance, December 31, 2017 | $ (6,520) |
Common Stock (Details)
Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | May 11, 2017 | Sep. 15, 2016 | Mar. 28, 2016 | Jan. 25, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 15, 2016 |
Class of Stock [Line Items] | |||||||
Proceeds from issuance of common stock | $ 1,700 | $ 1,200 | $ 3,400 | ||||
Payments of stock issuance costs | $ 100 | ||||||
Common stock issued during period (in shares) | 1,388,889 | 666,667 | 2,601,789 | ||||
Common stock, par value (usd per share) | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | |
Issuance of common stock and warrants, net of issuance costs | $ 3,414 | $ 6,250 | |||||
Stock repurchased during period (shares) | 1,388,889 | 0 | 0 | ||||
Sale of common stock, price per share (in usd per share) | $ 2 | ||||||
Common stock lock-up period during which investor cannot sell shares acquired | 18 months | ||||||
Amount of treasury stocks retired during period | $ 100 | ||||||
2017 Private Offering Warrants | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued during period (in shares) | 4,375,000 | ||||||
Common stock, par value (usd per share) | $ 0.04 | ||||||
Issuance of common stock and warrants, net of issuance costs | $ 3,400 | ||||||
Stock repurchased during period (shares) | 2,187,500 | ||||||
Sale of common stock, price per share (in usd per share) | $ 1.35 | ||||||
Line of Credit | Seasonal Facility | 2017 Private Offering Warrants | |||||||
Class of Stock [Line Items] | |||||||
Exercisable period of warrants | 4 years | 4 years | |||||
Exercisable period of warrants after closing of private offering | 6 months |
401(k) Savings and Retirement66
401(k) Savings and Retirement Plan (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($)plan | Dec. 31, 2016USD ($) | |
Retirement Benefits [Abstract] | ||
Number of defined contribution plans | plan | 2 | |
Company contributions | $ | $ 100,000 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability, face value | $ 152 | $ 0 |
Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term loan, face value | 8,500 | 5,000 |
Reported Value Measurement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability, fair value | 89 | 0 |
Reported Value Measurement | Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term loan, fair value | 7,649 | 2,218 |
Estimate of Fair Value Measurement | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liability, fair value | 89 | 0 |
Estimate of Fair Value Measurement | Level 3 | Term Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term loan, fair value | $ 6,013 | $ 4,865 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Feb. 02, 2018 | Dec. 31, 2017 | Aug. 08, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||||
Long-term debt | $ 19,314 | $ 5,821 | ||
Term Loan | 2017 August Term Loan | ||||
Subsequent Event [Line Items] | ||||
Long-term debt | $ 2,000 | |||
Subsequent Event | Term Loan | 2017 August Term Loan | ||||
Subsequent Event [Line Items] | ||||
Long-term debt | $ 2,000 |
Valuation and Qualifying Acco69
Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | $ 43 | $ 112 |
Additions Charged to Revenues and Expenses | 217 | 75 |
Deductions | 0 | (144) |
Balance at End of Period | $ 260 | $ 43 |