UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: (Date of earliest event reported): November 13, 2014

Hooper Holmes, Inc.
(Exact name of registrant as specified in its charter)


New York

1-9972

22-1659359

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

560 N. Rogers Road, Olathe, KS 66062
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code  (913) 764-1045

Not Applicable
(Former names or former address, if changed since last report)

          Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02

Results of Operations and Financial Condition

On November 13, 2014, Hooper Holmes, Inc. (the “Company”) issued a press release announcing its preliminary operating results and financial condition for the quarter ended September 30, 2014.  A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.  The presentation discussed during the third quarter investor call on November 13, 2014 is attached as Exhibit 99.2, which is also incorporated herein by reference.

The information furnished in this section of the Current Report on Form 8-K and Exhibits attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

 

(d) Exhibits

 

99.1 Press Release, dated November 13, 2014.

 

99.2 Presentation used during the third quarter investor conference call on November 13, 2014.



SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Hooper Holmes, Inc.

 

 
Date:

November 13, 2014

By:

/s/ Tom Collins

Tom Collins

Senior Vice President and

Chief Financial Officer



Exhibit 99.1

Hooper Holmes Announces Third Quarter 2014 Results

OLATHE, Kan.--(BUSINESS WIRE)--November 13, 2014--Hooper Holmes (NYSE MKT:HH) today announced financial results for the third quarter ended September 30, 2014.

Consolidated revenues totaled $7.9 million for the third quarter of 2014, representing an increase of $2.7 million, or 51%, from the third quarter of 2013. The Company recorded a net loss of $1.3 million, or $(0.02) per share, for the third quarter of 2014, as compared to a net loss of $1.7 million, or $(0.02) per share, for the third quarter of 2013. The net loss for the third quarter of 2014 includes a net loss of $1.4 million from discontinued operations, and $0.2 million of transition costs associated with consolidating operations in Olathe, KS.

The Company’s revenue increase is primarily due to an increased number of screenings. Health & Wellness operations performed 34% more health screenings in the third quarter of 2014 compared to the same period of 2013.

Sales, General and Administrative (SG&A) expenses for the three-month period ended September 30, 2014 decreased $0.9 million to $3.5 million compared to the prior year period. The decrease is primarily due to reduced corporate headcount.

The Company received $5.1 million in net proceeds in the third quarter from sales of its New Jersey property and Heritage Labs and Hooper Holmes Services business units. Cash outflows during the third quarter included $1.1 million associated with discontinued operations and transition costs, $0.4 million invested in capital expenditures, and expenses associated with the fulfillment of a large number of screening events in advance of cash receipts from the Company’s customers. As of September 30, 2014, cash and cash equivalents totaled $4.1 million, with no borrowings outstanding under the Company's credit facility, and working capital of $4.5 million.

Commenting on the 2014 third quarter, Henry E. Dubois, President and CEO of Hooper Holmes, stated: “Our third quarter year-over-year revenue growth positions us well and our ongoing initiatives are streamlining the business. As a result we have reduced SG&A and are enhancing service quality.”


Mr. Dubois continued, “Our priorities include continuing to improve operating efficiency and strengthening gross margins. We continue our drive towards total cash flow positive results for the full year 2014 and believe we are well positioned for 2015.”

Conference Call

The Company will host a conference call today, November 13, 2014, at 7:30 am CT / 8:30 a.m. ET to discuss third quarter 2014 results. A slide presentation accompanying management’s presentation is available on the Company’s website.

To participate in the conference call, please dial 888-430-8705, or internationally 719-325-2323, conference ID: 6083263 five to ten minutes before the call is scheduled to begin. A live webcast will be hosted on the Company’s website located at www.hooperholmes.com. A replay of the conference call will be available from 10:30 a.m. CT (11:30 a.m. ET) on November 13, 2014 until 11:00 p.m. CT (midnight ET) on November 20, 2014, by dialing 877-870-5176, or internationally 858-384-5517. The access code for the replay is 6083263.

About Hooper Holmes

Hooper Holmes, Inc. mobilizes a national network of health professionals to provide on-site health screenings, laboratory testing, risk assessment and sample collection services to wellness and disease management companies, insurance companies, employers, government organizations and academic institutions.

This press release contains “forward-looking” statements; as such term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions. Among the important factors that could cause actual results to differ materially from those expressed in, or implied by, these forward-looking statements are our ability to realize the expected benefits from our strategic alliance with Clinical Reference Laboratory; our ability to successfully implement our business strategy; our ability to retain and grow our customer base; our ability to recognize operational efficiencies and reduce costs; uncertainty as to our working capital requirements over the next 12 to 24 months; our ability to maintain compliance with the financial covenant in our credit facility; and the rate of growth in the Health and Wellness market. Additional information about these and other factors that could affect the Company’s business is set forth in the Company’s annual report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on March 31, 2014. The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release to reflect the occurrence of unanticipated events, except as required by law.


               
 
HOOPER HOLMES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except share and per share data)
 
Three months ended September 30, Nine months ended September 30,
          2014   2013 2014   2013
 
Revenues $ 7,875 $ 5,227 $ 21,852 $ 14,954
Cost of operations   6,021     4,272     16,193     11,141  
Gross profit   1,854     955     5,659     3,813  
Selling, general and administrative expenses 3,541 4,386 11,915 13,392
Gain on sale of real estate (1,830 ) - (1,830 ) -
Restructuring charges   -     362     92     667  
Operating income (loss) from continuing operations   143     (3,793 )   (4,518 )   (10,246 )
Other expense:
Interest expense (1 ) (54 ) (3 ) (80 )
Interest income 1 1 2 4
Other (expense) income, net   (61 )   (82 )   (155 )   (176 )
  (61 )   (135 )   (156 )   (252 )
Income (loss) from continuing operations before taxes 82 (3,928 ) (4,674 ) (10,498 )
Income tax expense   5     5     15     14  
Income (loss) from continuing operations   77     (3,933 )   (4,689 )   (10,512 )
 
Discontinued operations:
Gain on sale of subsidiaries, net of adjustments 1,354 3,682 1,204 3,757
Loss from discontinued operations, net of tax   (2,739 )   (1,463 )   (3,321 )   (2,521 )
(Loss) income from discontinued operations   (1,385 )   2,219     (2,117 )   1,236  
Net loss $ (1,308 ) $ (1,714 ) $ (6,806 ) $ (9,276 )
 
 
Income (loss) per share
Continuing operations:
Basic $ 0.00 $ (0.06 ) $ (0.07 ) $ (0.15 )
Diluted 0.00 (0.06 ) (0.07 ) (0.15 )
Discontinued operations:
Basic (0.02 ) 0.03 (0.03 ) 0.02
Diluted (0.02 ) 0.03 (0.03 ) 0.02
Net loss:
Basic (0.02 ) (0.02 ) (0.10 ) (0.13 )
Diluted   (0.02 )   (0.02 )   (0.10 )   (0.13 )
 
Weighted average number of shares:
Basic and diluted 70,866,603 69,952,153 70,623,068 69,877,878
 

 
 
Hooper Holmes, Inc.
Consolidated Balance Sheets
(unaudited; in thousands)
             
September 30, 2014 December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents $ 4,082 $ 3,970
Accounts receivable, net of allowance for doubtful accounts 8,245 8,398
Inventories 1,106 596
Other current assets 957 1,597
Assets held for sale   246     2,302  
Total current assets 14,636 16,863
 
Property, plant and equipment, net 2,829 2,953
Other assets   934     1,830  
Total assets   18,399     21,646  
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 3,164 3,440
Accrued expenses   6,928     4,036  
Total current liabilities 10,092 7,476
 
Other long term liabilities 1,328 870
 
Commitments and contingencies
 
Stockholders' equity:
Common stock 2,835 2,815
Additional paid-in capital 150,700 150,235
Accumulated deficit   (146,485 )   (139,679 )
7,050 13,371
Less: Treasury stock at cost   (71 )   (71 )
Total stockholders' equity   6,979     13,300  
Total liabilities and stockholders' equity $ 18,399   $ 21,646  
 

CONTACT:
Hooper Holmes
Henry E. Dubois, 913-764-1045
President and CEO
or
Investors:
S.M. Berger & Company
Andrew Berger, 216-464-6400



Exhibit 99.2

GRAPHIC

1 Hooper Holmes, Inc. November 13, 2014 Earnings Presentation Speakers: Henry Dubois, Chief Executive Officer Tom Collins, Chief Financial Officer


GRAPHIC

2 Safe Harbor Statement 2 The presentation contains forward-looking statements concerning plans, objectives, goals, strategies, future events or performances, which are not statements of historical fact. The forward-looking statements contained in this release reflect our current beliefs and expectations. Actual results or performance may differ materially from what is expressed in the forward-looking statements. You are referred to the documents filed by us with the SEC, specifically reports on Form 10-K and Form 10- Q including risk factors that could cause actual results to differ from forward-looking statements. These reports are available at www.sec.gov. This presentation should be used in conjunction with the earnings call dated November 13, 2014. This presentation contains information from third-party sources, including data from studies conducted by others and market data and industry forecasts obtained from industry publication. Although Hooper Holmes, Inc. believes that such information is reliable, Hooper Holmes, Inc. has not independently verified any of this information and Hooper Holmes, Inc. does not guarantee the accuracy or completeness of this information.


GRAPHIC

3 Progress Since August 12th Financials Revenue and gross margin reflect Health & Wellness business only Labs and services treated as discontinued operations 3Q decrease in SG&A as expenses come in line with shift to Health & Wellness business only H&W Growth 3Q Revenue up 51% from 3Q 2013 3Q Screenings up 34% from 3Q 2013 Margin improvement over 3Q 2013 3 Sold Basking Ridge real estate on August 7th Closed CRL Strategic Alliance on September 2nd which was last major piece of transition  $0.2mm transition costs in 3Q Transformation Transformation to a purely Health and Wellness company is complete; focus is on growth and execution


GRAPHIC

 4 Revenue ($mm) Gross Margin ($mm) Key Points 3Q revenue increased 51% yearover-year • Some revenue shifted from 4Q to 3Q as screenings were conducted earlier YTD revenue is up $6.9mm, or 46%, year-over-year Margin improved to 23.5% in 3Q compared to 18.3% last year• Early volume spike squeezed margin as staffing costs briefly driven up to meet increased demand 3Q/YTD 2014 Results vs. 3Q/YTD 2013 51% Growth 46% Growth


GRAPHIC

5 SG&A Expense ($mm) Income From Continuing Operations ($mm) Key Points 3Q/YTD 2014 Results vs. 3Q/YTD 2013, cont’d 3Q SG&A decreased $0.9mm and YTD SG&A decreased $1.5mm compared to prior year even as screenings increased • 3Q included $0.2mm in transition costs • Excluding transition costs, 3Q and YTD SG&A decreased 25% Already realizing results of streamlined operation Positive income from continuing operations in 3Q and strong improvement year-over-year• Included one-time gain of $1.8mm on sale of NJ property less transaction and operating costs 25% Improvement Ex. Transition $4.4 $3.5 3Q13 3Q14 YTD13 YTD14 $13.4 $11.9 25% Improvement Ex. Transition


GRAPHIC

6 Key Points Received $5.1mm, net of transaction costs, from sale of NJ real estate sale and certain assets to CRL Incurred $1.1mm in losses from discontinued operations and transition costs $0.4mm capital expenditure and $1.3mm ramping up second half business $1.3mm due to change in working capital 3Q Cash 3Q Cash Position 3Q cash balance of $4.1mm, no debt, and working capital of $4.5mm


GRAPHIC

7 3Q 13 vs 3Q 14 YTD 13 vs YTD 14 Solid year-over-year growth continued in 3Q reflecting advance of some 4Q business As employers become more proactive, screenings are scheduled earlier in the year smoothing out volume distribution to some degree Success in smoothing out revenue curve impacts timing of programs slated for 4Q Anticipate 4Q volume to be in line with volumes realized in 3Q Key Takeaways Health & Wellness Screening Volume Growth 35% Growth 34% Growth # of Screenings # of Screenings


GRAPHIC

8 Transformation That Began in 2H 2013 Now Complete Path to becoming a Health & Wellness company  Completed post-close transition away from Portamedic Streamlined the organization and added to our management team Added operational capabilities in Health & Wellness business Consolidated operations and technology infrastructure in Olathe, Kansas Sold Basking Ridge, New Jersey real estate Closed strategic alliance with Clinical Reference Laboratory (CRL)Here’s a look at what we do at the new Hooper


GRAPHIC

9 Plan Biometric Screening – Three Key Steps Each employee population is different – close coordination required Serving over 2,500 employers, each with different requirements Utilize a network of over 9,000 Health Professionals to offer services in all 50 states Each group screening is tailored to local needs and requirements 347,000 screenings completed in first 9 months of 2014 Over 420,000 screenings completed last year Fast, accurate data Delivering data for hundreds of thousands of employees annually Over 2 million screening records captured since inception of Health & Wellness Deliver ReportHow we provide integrated end-to-end biometric screening solutions


GRAPHIC

10 Planning For Different Employee Populations Plan Centralized event management Scheduling & Health Professional engagement Logistics & supply chain Pre-event site visit Right solution for every customer Evaluate screening area Confirm supplies have arrived Answer questions & set expectations


GRAPHIC

11 Delivering Integrated Screening Solutions Deliver Site management Health Professionals conduct screenings Health data captured Maximize satisfaction: Participant, Sponsor, Channel Partner High Health Professional standards Ensure Privacy Maximize Efficiency Direct Participant Flow


GRAPHIC

12 Reporting Actionable Results Report Lab testing Data verification & aggregation Data transmission Engagement materials Integration


GRAPHIC

13 Hooper Health & Wellness Plan Deliver Report Base operations Areas for leverage through increased volume Increased screenings can be scheduled and fulfilled without additional labor costs; our scheduling and fulfillment processes can scale for added volume Health Professionals are able to work more events and conduct more screenings with limited incremental travel costs; can work multiple events in a day or in an area via improved technology and processes Order entry, scheduling, event management, staffing, and fulfillment labor for coordinating events Site managers and Health Professionals to work screening events Integrated laboratory and IT delivery system for reporting results.


GRAPHIC

14 Expectations Continued year-over-year growth Market expansion as 3Q demand indicates health & wellness is top of mind for employers End 2014 with an improved cash position on our balance sheet Enter 2015 optimistic about further growth, and expect to make further investments in our future to deliver positive operating cash flow The Plan Execute our strategy focused on growth, both with existing channel partners and new partners Drive operational and cost structure improvements to drive gross margin and further reduce SG&A Refine and update our operating, training and administrative processes and technology to continually improve the quality of services we deliver Going Forward