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Liquidity
3 Months Ended
Mar. 31, 2015
Liquidity [Abstract]  
Liquidity
Liquidity

The Company's primary sources of liquidity are cash and cash equivalents as well as availability under the 2013 Loan and Security Agreement (refer to Note 8). At March 31, 2015, the Company had $1.4 million in cash and cash equivalents and no outstanding amounts under the 2013 Loan and Security Agreement. As discussed in Note 1, the Company entered into the Credit Agreement on April 17, 2015 for a $5.0 million term loan, which provided funding for the cash component of the Acquisition. After the origination fee and related legal costs, the Company received approximately $0.8 million in net proceeds from the Term Loan.

The Company incurred a loss from continuing operations of $2.1 million during the three month period ended March 31, 2015. The Company’s net cash used in operating activities for the three month period ended March 31, 2015 was $3.6 million. The Company has managed its liquidity through sales of the Portamedic, Heritage Labs and Hooper Holmes Services business units, the sale of the Basking Ridge, New Jersey property, a series of cost reduction and accounts receivable collection initiatives and availability under the 2013 Loan and Security Agreement.

The Company has historically used availability under the 2013 Loan and Security Agreement to fund operations. The Company did not borrow under the 2013 Loan and Security Agreement during the three month period ended March 31, 2015. The Company experiences a timing difference between the operating expenses and cash collection of the associated revenue based on Health and Wellness customer payment terms. To conduct successful screenings the Company must expend cash to deliver equipment and supplies required for the screenings as well as pay its health professionals and site management, which is in advance of the customer invoicing process and ultimate cash receipts for services performed.

2013 Loan and Security Agreement
    
The Company maintains the 2013 Loan and Security Agreement (refer to Note 8). Borrowings under the 2013 Loan and Security Agreement are to be used for working capital purposes and capital expenditures. As of March 31, 2015, the amount available for borrowing was less than the $10 million under this facility at any given time due to the manner in which the maximum available amount is calculated.  The Company had an available borrowing base subject to reserves established at the lender's discretion of 85% of Eligible Receivables (as defined in the 2013 Loan and Security Agreement) up to $10 million under this facility. As discussed in Note 1, the maximum borrowing capacity on the 2013 Loan and Security Agreement was reduced to $7 million in connection with the Acquisition on April 17, 2015 (subject to increase up to $12 million, subject to the Senior Lender's consent, as provided in the 2013 Loan and Security Agreement). Eligible Receivables do not include certain receivables deemed ineligible by the Senior Lender. As of March 31, 2015, the Senior Lender applied a discretionary reserve of $0.5 million. Available borrowing capacity, net of this discretionary reserve, was $1.5 million based on Eligible Receivables as of March 31, 2015. As of March 31, 2015, there were no borrowings outstanding under the 2013 Loan and Security Agreement.

The 2013 Loan and Security Agreement and the Third Amendment contain various covenants, including financial covenants which require the Company to achieve a minimum EBITDA amount. The Third Amendment contains minimum EBITDA covenants of negative $3.0 million for the twelve month period ending September 30, 2015, positive $0.8 million for the twelve month period ending December 31, 2015 and positive $1.85 million for the twelve month period ending March 31, 2016.

The Company continues to have limitations on the maximum amount of capital expenditures for each fiscal year. The Company is in compliance with the covenants under the 2013 Loan and Security Agreement as of March 31, 2015.

2015 Credit Agreement

In order to fund the Acquisition, the Company entered into and consummated a Credit Agreement on April 17, 2015 with SWK Funding LLC. The Credit Agreement provides the Company with a $5.0 million Term Loan. The proceeds of the Term Loan were used to pay certain fees and expenses related to the negotiation and consummation of the Purchase Agreement and the Acquisition described in Note 1 and general corporate purposes. The Company paid SWK Funding LLC an origination fee of $0.1 million. The Term Loan is due and payable on April 17, 2018. The Company is also required to make quarterly revenue-based payments in an amount equal to eight and one-half percent (8.5%) of yearly aggregate revenue up to and including $20 million; seven percent (7%) of yearly aggregate revenue greater than $20 million up to and including $30 million; and five percent (5%) of yearly aggregate revenue greater than $30 million. The revenue-based payment will be applied to fees and interest, and any excess to the principal of the Term Loan. Revenue-based payments commence in February 2016, and the maximum aggregate revenue-based payment is capped at $600,000 per quarter.

The outstanding principal balance under the Credit Agreement will bear interest at an adjustable rate per annum equal to the LIBOR Rate (subject to a minimum amount of one percent (1.0%)) plus fourteen percent (14.0%) and will be due and payable quarterly, in arrears, commencing on August 14, 2015. Upon the earlier of (a) the maturity date of April 17, 2018 or (b) full repayment of the Term Loan, whether by acceleration or otherwise, the Company is required to pay an exit fee equal to eight percent (8%) of the aggregate principal amount of all term loans advanced under the Credit Agreement.

The Credit Agreement also contains certain financial covenants, including, certain minimum aggregate revenue and EBITDA requirements and requirements regarding consolidated unencumbered liquid assets. The Credit Agreement contains a minimum aggregate revenue covenant of $27.5 million for the twelve month period ending September 30, 2015, $34 million for the twelve month period ending December 31, 2015 and $38 million for the twelve month period ending March 31, 2016. The Credit Agreement also contains a minimum EBITDA covenant of one dollar for the twelve month period ending March 31, 2016, with subsequent quarterly measurement dates and EBITDA requirements through the term of the Credit Agreement.

The Credit Agreement contains a cross-default provision that can be triggered if the Company has more than $0.25 million in debt outstanding under the 2013 Loan and Security Agreement and the Company fails to make payments to the Senior Lender when due or if the Senior Lender is entitled to accelerate the maturity of debt in response to a default situation under the 2013 Loan and Security Agreement, which may include violation of any financial covenants.

Other Considerations

The Company's Health and Wellness business principally sells through wellness, disease management, benefit brokers and insurance companies (referred to as channel partners) who ultimately have the relationship with the end customer. The Company's current services are often aggregated with other offerings from its channel partners to provide a total solution to the end-user. As such, the Company's success is largely dependent on that of its partners.

The Company’s acquisition of AHS required the Company to enter into the Credit Agreement with the Lenders. In association with the Acquisition, the Company also incurred transaction expenses and legal and professional fees. As of March 31, 2015 the Company had incurred $0.1 million in legal and professional fees associated with the Acquisition. Additional fees will be incurred in the second quarter of 2015 as well.

Additionally, the Acquisition provides new product and service capabilities. Associated with these expanded capabilities are new staff, new systems and new customers. The integration of AHS may take several months and the Company will incur certain transition costs associated with integrating the two companies, which could adversely affect liquidity.

During 2014, the Company transitioned out of the life insurance industry to focus on the Health and Wellness business. As a part of the transition, the Company reduced its corporate fixed cost structure by evaluating head count, professional fees and other expenses. The Company continues to focus its attention on a long-term Health and Wellness strategy and believes it has the necessary assets to make the most of its immediate opportunities while positioning the Company for long-term growth. In order for the Company to maintain compliance with the minimum EBITDA covenants over the term of its credit facilities, it must achieve operating results which reflect continuing improvements over the first quarter 2015 results, including the successful integration of the Acquisition. While management presently expects that results of operations will be sufficient to allow the Company to comply with the covenants in its 2013 Loan and Security Agreement as well as the 2015 Credit Agreement, a departure from the financial forecasts could have an adverse impact on the Company's ability to comply with the minimum EBITDA covenants in the second half of 2015.

The Company’s ability to satisfy its liquidity needs and meet future covenants is primarily dependent on improvement of profitability. These profitability improvements primarily include the successful integration of AHS and expansion of the Company’s presence in the Health and Wellness marketplace. The Company must increase volumes in order to cover its fixed cost structure and improve gross profits. These improvements may be outside of management’s control. The integration of AHS and marketplace expansion may require additional costs to grow and operate the newly integrated entity, which the Company must recover through expanded revenues. If the Company is unable to increase volumes or control integration or operating costs, liquidity may adversely be affected.

While the Company currently does not have amounts outstanding under the 2013 Loan and Security Agreement, given the seasonal nature of the Company's operations, management expects to use the revolver at certain points in the year. In the event that the Company fails to comply with any 2013 Loan and Security Agreement covenant or any 2015 Credit Agreement covenant and if the Company is unable to negotiate a covenant waiver, the Company would be considered in default, which would enable applicable lenders to accelerate the repayment of amounts outstanding and exercise remedies with respect to collateral. If necessary, the Company’s ability to amend the 2013 Loan and Security Agreement, the 2015 Credit Agreement or otherwise obtain waivers from the applicable lenders depends on matters that are outside of management’s control and there can be no assurance that management will be successful in that regard.