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): August 13, 2015
Hooper Holmes, Inc.
(Exact
name of registrant as specified in charter)
New York
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1-9972
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22-1659359
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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 August 13, 2015, Hooper Holmes, Inc. (the “Company”) issued a press
release announcing its preliminary operating results and financial
condition for the quarter ended June 30, 2015. A copy of the press
release is attached hereto as Exhibit 99.1, which is incorporated herein
by reference. The presentation discussed during the second quarter
investor call on August 13, 2015 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 August 13, 2015.
99.2 Presentation used during the second quarter investor
conference call on August 13, 2015.
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.
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Hooper Holmes, Inc.
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Date:
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August 13, 2015
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By: /s/ Tom Collins
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Tom Collins
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Senior Vice President and
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Chief Financial Officer
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Exhibit 99.1
Hooper
Holmes Announces Second Quarter 2015 Financial Results
OLATHE, Kan.--(BUSINESS WIRE)--August 13, 2015--Hooper Holmes (NYSE
MKT:HH) today announced financial results for the quarter ended June 30,
2015.
Consolidated revenues totaled $7.7 million for the second quarter of
2015, representing an increase of 14.7% from $6.7 million in the second
quarter of 2014, partially due to additional revenue from the
acquisition of Accountable Health Solutions, Inc. (AHS). AHS revenue is
reflected in the Company's consolidated results as of April 20, 2015.
The Company also completed 109,000 biometric screenings during the
second quarter of 2015, representing an increase of 5.8% from 103,000
biometric screenings completed in the second quarter of 2014.
Selling, general and administrative expense totaled $3.8 million for the
second quarter of 2015, representing a decrease of 5.6% from $4.0
million in the second quarter of 2014.
The Company incurred transaction costs of $0.7 million for the six month
period ended June 30, 2015 in connection with the AHS acquisition, which
includes investment banking, legal and accounting fees, and other
external costs directly related to the transaction.
Including acquisition-related costs and interest expense, the Company
recorded a net loss of $3.3 million, or $0.04 per share, for the second
quarter of 2015, compared to a net loss of $1.9 million, or $0.03 per
share, for the second quarter of 2014.
Henry Dubois, President and CEO of Hooper Holmes commented, "During the
second quarter 2015 we increased revenues and biometric screenings
compared to the second quarter 2014 and signed new biometric screening,
wellness services and clinical research customers. With continued new
sales, and with revenue and margin from AHS now reflected in our
consolidated results, we believe growth in health and wellness services
will accelerate in the second half of 2015. We are excited by our
expanded market opportunity and continue our drive towards operating
cash flow positive performance for the full year 2015, excluding
transaction and transition costs."
As of June 30, 2015, cash and cash equivalents totaled $1.2 million, a
decrease of $0.2 million from the three month period ending March 31,
2015, with $0.8 million in borrowings outstanding under the Company's
credit facility.
Accountable Health Solutions Acquisition
On April 17, 2015 the Company announced the acquisition of the assets
representing the health and wellness business of Accountable Health
Solutions, Inc. (AHS), an acquisition that is expected to be accretive
to Hooper Holmes’ earnings in 2015. The purchase price was $7 million,
comprising $4 million cash and approximately $3 million in unregistered
common stock, subject to a working capital adjustment. Financing for the
transaction was provided through a $5 million, three-year, secured term
loan.
Conference Call
The Company will host a conference call today, Thursday, August 13,
2015, at 7:30 a.m. CT (8:30 a.m. ET) to discuss second quarter 2015
financial results. A slide presentation will accompany the conference
call and is available on the Company’s website located at www.hooperholmes.com.
To participate in the conference call, please dial 888-417-8516, or
internationally 719-325-2376, conference ID: 2216783 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 August 13, 2015 until 11:00 p.m. CT (midnight ET) on August 20,
2015, by dialing 877-870-5176, or internationally 858-384-5517. The
access code for the replay is 2216783.
About Hooper Holmes
Hooper Holmes 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, employers and brokers, government organizations and academic
institutions nationwide. Under the Accountable Health Solutions brand,
the Company combines smart technology, healthcare and behavior change
expertise to offer comprehensive health and wellness programs that
improve health, increase efficiencies and reduce healthcare delivery
costs.
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 this acquisition and our strategic alliance
with Clinical Reference Laboratory; our ability to successfully
implement our business strategy and integrate Accountable Health
Solutions’ business with ours; 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 financing for this
acquisition; 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, 2014, filed with the
Securities and Exchange Commission on March 31, 2015. 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.
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HOOPER HOLMES INC.
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CONSOLIDATED STATEMENTS OF OPERATIONS
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(unaudited; in thousands, except share and per share data)
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Three months ended June 30,
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Six months ended June 30,
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2015
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2014
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2015
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2014
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Revenues
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$
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7,662
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$
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6,679
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$
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13,343
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$
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13,977
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Cost of operations
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5,969
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4,529
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10,918
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10,171
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Gross profit
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1,693
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2,150
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2,425
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3,806
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Selling, general and administrative expenses
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3,811
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4,038
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6,471
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8,499
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Transaction costs
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593
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-
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679
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-
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Operating loss from continuing operations
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(2,711
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(1,888
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(4,725
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(4,693
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)
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Other expense, net:
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Interest expense
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(709
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(1
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(709
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(3
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Interest income
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-
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1
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-
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2
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Other income (expense)
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83
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(50
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-
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(94
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(626
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(50
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(709
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(95
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Loss from continuing operations before taxes
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(3,337
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(1,938
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(5,434
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(4,788
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Income tax expense
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5
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5
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10
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10
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Loss from continuing operations
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(3,342
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(1,943
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(5,444
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(4,798
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Discontinued operations:
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Loss on sale of subsidiaries, net of adjustments
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-
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-
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-
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(150
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Loss from discontinued operations, net of tax
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(21
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(870
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(25
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(550
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Loss from discontinued operations
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(21
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(870
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(25
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(700
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Net loss
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$
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(3,363
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$
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(2,813
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$
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(5,469
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$
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(5,498
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Income (loss) per share
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Continuing operations:
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Basic
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$
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(0.04
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$
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(0.03
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$
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(0.07
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$
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(0.07
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Diluted
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(0.04
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(0.03
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(0.07
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(0.07
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Discontinued operations:
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Basic
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(0.00
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(0.01
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)
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(0.00
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)
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(0.01
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Diluted
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(0.00
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)
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(0.01
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(0.00
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(0.01
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Net loss:
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Basic
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(0.04
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(0.04
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(0.07
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(0.08
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Diluted
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(0.04
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(0.04
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(0.07
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(0.08
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Weighted average number of shares:
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Basic and diluted
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77,441,786
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70,586,942
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74,172,358
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70,499,282
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Hooper Holmes, Inc.
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Consolidated Balance Sheets
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(unaudited; in thousands)
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June 30, 2015
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December 31, 2014
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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1,242
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$
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5,201
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Accounts receivable, net of allowance for doubtful accounts
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5,698
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3,178
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Inventories
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771
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897
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Other current assets
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212
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202
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Total current assets
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7,923
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9,478
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Property, plant and equipment, net
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3,072
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3,054
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Intangible assets
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5,818
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-
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Goodwill
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766
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-
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Other assets
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721
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607
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Total assets
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18,300
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13,139
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
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Accounts payable
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2,679
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2,508
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Accrued expenses
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5,804
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4,083
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Short-term debt
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2,049
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-
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Total current liabilities
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10,532
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6,591
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Long-term debt, net of discount
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480
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-
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Other long term liabilities
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1,914
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1,191
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Commitments and contingencies
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Stockholders' equity:
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Common stock
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3,099
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2,835
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Additional paid-in capital
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155,969
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150,747
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Accumulated deficit
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(153,623
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)
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(148,154
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)
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5,445
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5,428
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Less: Treasury stock at cost
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(71
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(71
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Total stockholders' equity
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5,374
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5,357
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Total liabilities and stockholders' equity
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$
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18,300
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$
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13,139
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CONTACT:
Hooper Holmes
Henry E. Dubois, President and CEO,
913-764-1045
or
Investors:
S.M. Berger & Company
Andrew
Berger, 216-464-6400
Exhibit 99.2
Hooper Holmes, Inc. August
13, 2015 Earnings Presentation Speakers: Henry Dubois, Chief Executive
Officer Tom Collins, Chief Financial Officer 1
Safe Harbor Statement This
presentation contains forward-looking statements, as such term is
defined in the Private Securities Litigation Reform Act of 1995,
concerning the Company’s plans, objectives, goals, strategies, future
events or performances, which are not statements of historical fact and
can be identified by words such as: “expect,” “continue,” “should,”
“may,” “will,” “project,” “anticipate,” “believe,” “plan,” “goal,” and
similar references to future periods. The forward-looking statements
contained in this presentation reflect our current beliefs and
expectations. Actual results or performance may differ materially from
what is expressed in the forward looking statements. Among the important
factors that could cause actual results to differ materially from those
expressed in, or implied by, the forward-looking statements contained in
this presentation are our ability to realize the expected benefits from
the acquisition of Accountable Health Solutions and our strategic
alliance with Clinical Reference Laboratory; our ability to successfully
implement our business strategy and integrate Accountable Health
Solutions’ business with ours; 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 covenants contained in our credit facilities; the rate of
growth in the Health and Wellness market and such other factors as
discussed in Part I, Item 1A, Risk Factors, and Part II, Item 7,
Management’s Discussion and Analysis of Financial Conditions and Results
of Operations of our Annual Report on Form 10-K for the year ended
December 31, 2014. The Company undertakes no obligation to update or
release any revisions to these forward-looking statements to reflect
events or circumstances, or to reflect the occurrence of unanticipated
events, after the date of this presentation, except as required by law.
This presentation contains information from third-party sources,
including data from studies conducted by others and market data and
industry forecasts obtained from industry publications. Although the
Company believes that such information is reliable, the Company has not
independently verified any of this information and the Company does not
guarantee the accuracy or completeness of this information. 2
Integrated Health &
Wellness Offerings On-site health coaching Telephonic health coaching
Condition management Online seminars Online health resources Health
assessment plans - future Biometric screenings Clinical research support
Mobile data collection Wellness portal Team challenges Rewards mall
Wellness incentive plans Online activities Personal wellness report
Coaching with medical sensor plans - future Screening & Data Collection
Education Engagement Knowledge Aggregation End-to-end solution provides
value to employers and participants Hooper 2015 Hooper 2014 AHS 3
4 Q2 Consolidated Revenue
($mm) 2013 to 2015 Q2 Screening Units 2013 to 2015 Consolidated revenue,
which includes screening and wellness services, increased year-over-year
in Q2 2015; this is the second consecutive year of Q2 growth Screening
units in Q2 increased 6% year-over-year – in core business by 18,000
units or 20% As discussed on May 14, 2015, a large clinical research
study began to wind down in the fourth quarter 2014; 12,000 unit
increase in core business offset this expected reduction for the
clinical research study Key Takeaways # of Screenings Q2 2015 Results
vs. Q2 2013 and Q2 2014 20% growth in core business; 6% growth overall
15% Improvement over Q2 2014
5 SG&A Expense ($mm) Income
From Continuing Operations ($mm) Excluding integration costs, Q2 SG&A
decreased 13% compared to prior year even with the addition of the
acquired business; legacy expenses are on track with expected 2015
run-rate Excluding acquisition related costs, Income From Continuing
Operations is in line with Q2 2014 performance Cash and borrowings are
in line with anticipated levels to prepare for second half volume Key
Takeaways Q2 2015 Results vs. Q2 2013 and Q2 2014 - continued Q2
2014 Q2 2015 Q2 2014 Q2 2015
6 Why Employers Want Health
& Wellness Positive return on every dollar invested Reduced health
risks and associated costs Improved employee productivity and morale
Attractive employee benefit Investment generates payback Competitors
typically only offer own product for 1-2 of these focus areas
Positioned to Capitalize on
Market Need 7 Screening & Data Collection Engagement Education Hooper
Health & Wellness is uniquely qualified to offer fully-integrated
end-to-end solution Direct control of all member touch points
Maintaining and ready-access to data under one platform Improves overall
logistics, health outcomes and customer satisfaction
Estimated annual revenue of
$2 million, with ability to grow from here Work hand in hand with
channel partners to make sure that both the channel partner and end
customer have a quality experience Estimated revenue of $1.5 to $2.5
million per year during life of these contracts University of Michigan
Health & Retirement Study: ~12,000 participants over a three year span
as announced in August 6th press release 6 Channel Partners Building
Momentum 2 Clinical Research Organizations Since we last spoke to you
after Q1 we have grown our customer base by adding… Note: Revenue
estimates are on an annual basis, not all to be realized in 2015
Estimated annual revenue of $1 million Direct customer contracts are
typically multi-year Positioned to drive participation and engagement
in existing programs through a variety of products and multiple
touchpoints 8 Direct Customers 8
9 Scalable Platform For
Growth The economics of the new capabilities resulting from the AHS
acquisition make our platform even more scalable Note: The chart above
is for illustrative purposes only and should not be considered guidance
or forecast financials Estimated Break-even
10 What’s Next Complete
integration without disruption to our customers Focus on delivering
strong H2 performance and 2015 positive operating cash flow, excluding
one-time transaction and integration costs Visit with analysts and
others to share the Hooper value story Hooper to be featured on the
Balancing Act®, a daily talk show on Lifetime Hooper segment airs
August 25th at 7:30am ET/PT Integration Performance & Growth Investor
Awareness Public Awareness