FORM 10Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 2001
Commission File No. 1-9972
Hooper Holmes, Inc.
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(Exact name of registrant as specified in
its charter)
New York 22-1659359
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
170 Mt. Airy Rd., Basking Ridge, NJ 07920
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (908) 766-5000
None
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(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No______________
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Class Outstanding at March 31, 2001
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Common stock, $.04 par value 64,883,210
HOOPER HOLMES, INC. AND SUBSIDIARIES
INDEX
Page No.
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PART I - Financial Information
ITEM 1 - Financial Statements
Consolidated Balance Sheets 1
as of March 31, 2001 and
December 31, 2000
Consolidated Statements of Income 2
for the Three Months Ended
March 31, 2001 and 2000
Consolidated Statements of Cash Flows 3
for the Three Months Ended
March 31, 2001 and 2000
Notes to Financial Statements 4,5
ITEM 2 - Management's Discussion and Analysis 6,7
of Financial Condition and Results
of Operations
Hooper Holmes, Inc.
Consolidated Balance Sheets
03/31/01 12/31/00
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(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 38,660,618 $ 45,680,471
Marketable securities 30,337,050 29,188,309
Accounts receivable, net 32,935,157 28,870,624
Other current assets 4,799,740 4,539,330
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Total current assets 106,732,565 108,278,734
Property, plant and equipment:
Land and land improvements 618,972 618,972
Building 4,554,105 4,554,105
Furniture, fixtures and equipment 21,958,274 21,830,027
Leasehold improvements 402,058 379,376
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Total property, plant and equipment 27,533,409 27,382,480
Less: Accumulated depreciation and amortization 18,663,175 18,058,073
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Property, plant and equipment, net 8,870,234 9,324,407
Goodwill, net 78,188,139 78,815,845
Intangible assets, net 13,128,284 13,865,768
Other assets 5,781,058 751,128
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Total assets $ 212,700,280 $ 211,035,882
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 196,836 $ 196,836
Accounts payable 8,501,948 7,402,862
Accrued expenses:
Insurance benefits 269,054 291,408
Salaries, wages and fees 1,220,580 2,585,457
Payroll and other taxes 302,222 232,348
Income taxes payable 4,327,627 902,721
Other 3,235,411 3,362,025
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Total current liabilities 18,053,678 14,973,657
Long term debt, less current maturities 3,410,836 3,195,295
Deferred income taxes 1,670,096 1,708,954
Minority interest 92,506 81,355
Stockholders' equity:
Common stock, par value $.04 per share; authorized 240,000,000 2,699,963 2,698,167
shares, issued 67,499,074 in 2001 and 67,454,174 in 2000.
Additional paid-in capital 135,595,465 135,419,195
Accumulated other comprehensive income 102,175 0
Retained earnings 75,198,901 71,009,995
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213,596,504 209,127,357
Less: Treasury stock at cost (2,615,864 and 1,993,564 shares) 24,123,340 18,050,736
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Total stockholders' equity 189,473,164 191,076,621
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Total liabilities and stockholders' equity $ 212,700,280 $ 211,035,882
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See accompanying notes to unaudited consolidated financial statements.
- 1 -
Hooper Holmes, Inc.
Consolidated Statements Of Income
(unaudited)
Three months ended
March 31,
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2001 2000
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Revenues $ 63,626,364 $ 85,772,679
Cost of operations 44,775,058 59,973,330
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Gross profit 18,851,306 25,799,349
Selling, general and administrative expenses 11,680,190 11,627,736
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Operating income 7,171,116 14,171,613
Other income (expense):
Interest expense (64,488) (919,726)
Interest income 1,004,889 642,583
Other Income (expense), net (54,344) (39,214)
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886,057 (316,357)
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Income before income taxes 8,057,173 13,855,256
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Income taxes 3,379,000 5,958,000
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Net income $ 4,678,173 $ 7,897,256
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Earnings per share:
Basic 0.07 0.13
Diluted $ 0.07 $ 0.12
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Weighted average number of shares: (1)
Basic 65,205,040 60,944,892
Diluted 67,360,817 64,953,758
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(1) Adjusted to reflect a two for one stock split effective April 12, 2000.
See accompanying notes to unaudited consolidated financial statements.
- 2 -
Hooper Holmes, Inc.
Consolidated Statements of Cash Flows
(unuadited)
Three months ended March 31,
---------------------------------
2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,678,173 $ 7,897,256
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,303,159 2,251,561
Provision for bad debt expense 75,000 0
Deferred tax benefit (38,858) (157,378)
Issuance of stock awards 5,689 153,750
Loss on sale of fixed assets 5,209 2,030
Change in assets and liabilities:
Accounts receivable (4,139,533) (2,349,468)
Other current assets (290,340) (144,552)
Accounts payable and accrued expenses 3,378,172 (1,823,857)
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Net cash provided by operating activities 5,976,671 5,829,342
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities (8,475,005) 0
Redemptions of marketable securities 7,428,439 0
Business acquisition, net of cash acquired (311,974) 0
Investment in e-nable.com (5,000,000) 0
Capital expenditures (177,032) (362,957)
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Net cash used in investing activities (6,535,572) (362,957)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long term debt 250,000 0
Principal payments on long term debt (34,459) (50,041,169)
Proceeds from issuance of common stock, net 0 86,964,126
Proceeds related to the exercise of stock options 391,664 1,093,711
Treasury stock acquired (6,578,891) 0
Dividends paid (489,266) (436,556)
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Net cash (used in) provided by financing activities (6,460,952) 37,580,112
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Net increase in cash and cash equivalents (7,019,853) 43,046,497
Cash and cash equivalents at beginning of year 45,680,471 41,363,019
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Cash and cash equivalents at end of period $ 38,660,618 $ 84,409,516
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Supplemental disclosure of cash flow information
Cash paid (received) during the quarter for:
Interest $ 66,150 $ 1,630,851
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Income taxes $ (260,093) $ 3,146,702
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See accompanying notes to unaudited consolidated financial statements.
- 3 -
HOOPER HOLMES, INC.
Notes to Unaudited Consolidated Financial Statements
March 30, 2001
Note 1: Basis of Presentation
The financial information included herein is unaudited however, such information
reflects all adjustments (consisting solely of normal recurring adjustments)
which are, in the opinion of management, necessary for a fair presentation.
The interim financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's annual report
on Form 10-K.
The results of operations for the three month period ended March 31, 2001 are
not necessarily indicative of the results to be expected for the full year. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" for additional information.
Note 2: Earnings Per Common Share
"Basic" net income per common share equals net income divided by weighted
average common shares outstanding during the period. "Diluted" earnings per
common share equals net income divided by the sum of weighted average common
shares outstanding during the period plus common stock equivalents. Common
stock equivalents (2,155,777 and 4,008,866 for March 31, 2001 and 2000,
respectively) are shares assumed to be issued if outstanding stock options were
exercised. All appropriate share and per share amounts have been restated for
the April 12, 2000 two for one stock split.
Note 3: Comprehensive Income
Statement of Financial Accounting Standards No. 130, Reporting Comprehensive
Income ("SFAS No. 130") requires that items defined as other comprehensive
income, such as unrealized investment gains and losses, be separately classified
in the financial statements and that the accumulated balance of other
comprehensive income be reported separately from retained earnings and
additional paid-in capital in the equity section of the balance sheet.
Comprehensive income for the three months ended March 31, 2001, and March 31,
2000 were $4,780,348 and $7,897,256, respectively.
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Note 4: Capital Stock
The Company declared a two for one stock split effective April 12, 2000.
The net tax benefit derived from the exercise of stock options was $.3 million
for the three months ended March 30, 2001. Options exercised during the first
quarter 2001 were 94,400 shares, of which 49,500 shares were issued from
Treasury Stock. Additionally, 5000 shares of Treasury Stock were used for
employee stock awards.
On May 30, 2000, the Board of Directors authorized the repurchase of 2.5 million
shares of the Company's common stock during calendar year 2001 for an aggregate
purchase price not to exceed $ 25 million. For the three months ended March 31,
2001, the Company purchased 677,000 shares at a total cost of $ 6.6 million.
Note 5: Investments
On January 31, 2001, the Company entered into a marketing and equity investment
agreement with e-Nable.com, at a total cost of $ 5.0 million. e-Nable.com
provides an Internet-based business processing solutions that allow integration
of data sources, underwriting intelligence, distribution channels and insurance
products. The Company's investment is included in other assets on the
accompanying consolidated balance sheet.
Note 6: Legal Matters
The Company is a party to a number of legal actions arising in the ordinary
course of its business. The Company is a defendant in an action arising out of
the Company's resale of a drug screening business it acquired and subsequently
sold in 1995. The plaintiff claims to have suffered damages from the Company's
alleged failure to comply with the terms of a non-competition agreement and a
first right of refusal, as well as incomplete disclosure about the transaction.
The Company believes that the plaintiff suffered no damages and will vigorously
defend this action in court. In the opinion of management, the Company has
substantial legal defenses and/or insurance coverage with respect to all of its
pending legal actions; accordingly, none of these actions is expected to have a
material adverse effect on the Company, its consolidated results of operations
or its consolidated financial position.
-5-
Item 2
HOOPER HOLMES, INC.
Management's Discussion and Analysis of
Financial Condition and Results of Operation
Results of Operation - Three months ended March 31, 2001 compared to
Three months ended March 31, 2000
Revenues for the first quarter 2001 decreased 26% to $63.6 million from $85.8
million for the first quarter 2000. The number of paramedical examinations
performed decreased to 782,000 from 1,054,000, and the number of Infolink
reports decreased to 106,000 from 110,000. This decrease is the result of a one
time positive impact in the first quarter 2000, from revenue generated due to a
life insurance regulatory phenomenon referred to a "Triple X," which appears to
have caused a rush to buy certain policies before a rate increase or change in
premium structure went into effect.
The Company's cost of operations for the first quarter of 2001 totaled $44.8
million compared to $60.0 million for the first quarter of 2000. Cost of
operations as a percentage of revenues, increased to 70.4% for the first quarter
of 2001 from 69.9% for the first quarter of 2000. The dollar decrease is due to
less direct costs incurred because of reduced revenue levels attributable to the
Triple X phenomenon in the first quarter of 2000. While branch operating
expense are down in dollars for the first quarter of 2001 compared to the first
quarter of 2000, they remain slightly higher as a percentage of revenue, thus
contributing to the slight percentage increase in cost of sales.
Selling, general and administrative expenses totaled $11.7 million for the first
quarter of 2001 compared to $ 11.6 million for the first quarter of 2000, and as
a percentage of revenues totaled 18.4% compared to 13.6%, respectively. The
increase, as a percentage of revenues, is due to lower revenue levels in the
first quarter 2001, as a result of the "Triple X" phenomenon.
Accordingly, the Company's operating income decreased to $7.2 million from $14.2
million and as a percentage of revenues, decreased to 11.3% from 16.5% for the
first quarter of 2001 compared to the first quarter of 2000.
Interest expense decreased to $ .1 million for the first quarter of 2001 from $
.9 million for the first quarter 2000, due to lower debt levels. Interest
income increased to $1.0 million from
$ .6 million, due to higher levels of invested funds.
The effective tax rate was 42% and 43% for the quarters ended March 31, 2001 and
2000, respectively.
Net income and earnings per share for the first quarter of 2001 were $4.7
million or $.07 per diluted share versus $7.9 million or $.12 per diluted share
for the first quarter of 2000. Average diluted shares for the respective
periods were 67,360,817 and 64,953,758.
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Liquidity and Financial Resources
The Company's primary sources of cash are internally generated funds and cash
and cash equivalents, as well as the Company's bank credit facility.
On January 31, 2001, the Company entered into a marketing and equity investment
agreement with e-Nable.com, at a total cost of $ 5.0 million. e-Nable.com
provides an Internet-based business processing solutions that allow integration
of data sources, underwriting intelligence, distribution channels and insurance
products. The Company's investment is included in other assets on the
accompanying consolidated balance sheet.
Net cash provided by operating activities for the first quarter of 2001 was $6.0
million compared to $ 5.8 million for the first quarter of 2000. In the first
quarter of 2001, the significant sources were net income of $4.7 million, $2.3
million of depreciation and amortization and a $ 3.4 million increase in
accounts payable and accrued expense, and was partially offset by a $4.1 million
increase in accounts receivable.
Accounts receivable increased $4.1 million during the first quarter 2001,
compared to year end 2000, and is primarily due to revenue growth of $3.2
million during the first quarter 2001 over the fourth quarter 2000. Days Sales
Outstanding (DSO) for the quarter ended March 31, 2001 was 48.9 days, compared
to 38.5 days for the quarter ended December 31, 2000.
As of March 31, 2001, the Company has outstanding borrowings against the term
loan in the amount of $ 3 million, and has no borrowings against the $ 35
million revolving loan.
The Company's current ratio at the end of March 2001 stood at 5.9:1 as compared
to 7.2:1 at December 31, 2000. Inflation has not, nor is it expected to have a
material impact on the Company's financial results in 2001 and there have been
no material commitments for capital expenditures.
Dividends declared in January 2001 were declared at $.0075 per share.
Management believes that the combination of cash and cash equivalents, other
working capital sources, and borrowings under the Company's credit facility
along with the anticipated cash flows from operations, will provide sufficient
capital resources for the foreseeable future.
-7-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Hooper Holmes, Inc.
Dated: May 15, 2001
BY: /s/ James M. McNamee
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James M. McNamee
Chairman, President and
Chief Executive Officer
BY: /s/ Fred Lash
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Fred Lash
Senior Vice President
Chief Financial Officer &
Treasurer