Liquidity	9 Months Ended
Sep. 30, 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 9). At September 30, 2015, the Company had $1.5 million in cash and cash equivalents and had $3.4 million outstanding under the 2013 Loan and Security Agreement, with available borrowing capacity of $0.6 million. As discussed in Note 3, 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 $4.0 million payment for the Acquisition, 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 and $7.5 million, respectively, during the three and nine month periods ended September 30, 2015. The Company’s net cash used in operating activities for the nine month period ended September 30, 2015, was $6.9 million. The Company has managed its liquidity through the addition of the Term Loan and the availability under the 2013 Loan and Security Agreement and a series of cost reduction initiatives. The Company has historically used availability under the 2013 Loan and Security Agreement to fund operations. 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 9). Borrowings under the 2013 Loan and Security Agreement are used for working capital purposes and capital expenditures. The amount available for borrowing is less than the $7 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 $7 million under this facility. Eligible Receivables do not include certain receivables deemed ineligible by the Senior Lender. On August 10, 2015, the Company entered into and consummated a Fourth Amendment to the Loan and Security Agreement (the "Fourth Amendment") (as amended, the "2013 Loan and Security Agreement") with ACF FinCo I LP ("ACF" or the "Senior Lender"), the assignee of Keltic Financial Partners II, LP ("Ares"). The Fourth Amendment added the AHS receivables to the borrowing base. Available borrowing capacity, net of the discretionary reserve and current amounts outstanding, was $2.2 million as of November 10, 2015. As of September 30, 2015, the Company had $3.4 million 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 (earnings before interest expense, income taxes, depreciation and amortization) amount. The Third Amendment contains minimum EBITDA covenants of negative $3.0 million for the twelve month period ended September 30, 2015; positive $0.8 million for the twelve month period ending December 31, 2015; positive $1.85 million for the twelve month period ending March 31, 2016; and positive $2.7 million for the twelve month period ending June 30, 2016. As of September 30, 2015, the Company had not met the minimum required EBITDA amount of negative $3.0 million and has obtained a Waiver and Fifth Amendment to the Loan and Security Agreement (the "Fifth Amendment") (as amended, the "2013 Loan and Security Agreement") with ACF FinCo I LP ("ACF" or the "Senior Lender"), the assignee of Keltic Financial Partners II, LP ("Ares") related to the EBITDA measurement period ended September 30, 2015. The Fifth Amendment requires the Company to raise an aggregate amount in additional equity of not less than $4.0 million of which not less than $1.5 million shall be received on or before February 28, 2016, and the balance shall be received on or before June 30, 2016, which is outside the Company’s control. The Company is also working with Ares to modify the financial covenants of the 2013 Loan and Security Agreement in an effort to be more in-line with the Company's operations and strategy going forward, including consideration of the EBITDA measurement period for the twelve month period ending December 31, 2015. In September 2015, the Company revised its 2015 and 2016 forecast in response to its not meeting the EBITDA covenant for the twelve months ended September 30, 2015. Under the revised forecast, the Company currently expects to report lower EBITDA than is required in our 2013 Loan and Security Agreement and does not expect to comply with the EBITDA covenant for the twelve months ending December 31, 2015. If the Company is not able to successfully execute favorable amendments to the existing credit facility, the Company's borrowing capacity will be limited. Additionally, the Company continues to have limitations on the maximum amount of capital expenditures for each fiscal year. 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 for the Acquisition described in Note 3 and general corporate purposes. 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 principal payment is capped at $600,000 per quarter. The outstanding principal balance under the 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 fourteen percent (14.0%) and will be due and payable quarterly, 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 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. 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 ended September 30, 2015; $34 million for the twelve month period ending December 31, 2015; $38 million for the twelve month period ending March 31, 2016; and $40 million for the twelve month period ending June 30, 2016. The Credit Agreement also contains a minimum EBITDA covenant of one dollar for the twelve month period ending March 31, 2016, and $1.0 million for the twelve month period ending June 30, 2016, with subsequent quarterly measurement dates and EBITDA requirements through the term of the Credit Agreement. The Company is currently projecting we will meet these covenants but can provide no assurances. 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 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. During the nine month period ended September 30, 2015, the Company incurred $0.7 million in legal and professional fees associated with the Acquisition recorded in the consolidated statement of operations. Additionally, the Acquisition provides new product and service capabilities. Associated with these expanded capabilities are new staff, new systems and new customers. During the nine month period ended September 30, 2015, the Company incurred $0.5 million of costs in connection with integrating the Acquisition, which are recorded in selling, general and administrative expenses. Costs incurred during the third quarter of 2015 primarily relate to transition services purchased from the Seller and the ongoing transition of information technology infrastructure. The integration of AHS will continue into the fourth quarter of 2015, and the Company will continue to 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 significant improvements over the 2015 results through the third quarter, including the successful integration of the Acquisition. The Company’s ability to satisfy its liquidity needs and meet future covenants is dependent on growing revenues, improving profitability, and raising additional equity as noted above. 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 biometric screening, telephonic health coaching, and wellness portal 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. The Company had $3.4 million borrowings outstanding under the 2013 Loan and Security Agreement as of September 30, 2015. Given the seasonal nature of the Company's operations, which are largely dependent on second half volumes, management expects to continue using the revolver in 2015 and beyond. Given the Company’s performance in the first nine months of 2015, the Company reported EBITDA for the twelve-month period ended September 30, 2015, that was below the current covenant outlined in the 2013 Loan and Security Agreement. As noted above, the lender recently waived the minimum EBITDA covenant for September 30, 2015, and the Company is also working with Ares to modify the financial covenants of the 2013 Loan and Security Agreement in an effort to be more in-line with the Company's operations and strategy going forward. There can be no assurance that cash flows from operations, combined with any additional borrowings available to the Company, will be obtainable in an amount sufficient to enable the Company to repay its indebtedness, or to fund other liquidity needs. The 2015 Credit Agreement, along with the 2013 Loan and Security Agreement, contain numerous covenants, including financial covenants. If the Company is unable to remain in compliance with all of its covenants, or obtain a waiver from the lender, the lenders would have the ability to accelerate all outstanding debt which would have a material adverse impact on the Company's business. Obtaining a waiver and modifying the financial covenants depends on matters that are outside of management’s control and there can be no assurance that management will be successful in these regards. Management presently expects that results of operations will not be sufficient to allow the Company to comply with the EBITDA covenant for the twelve months ending December 31, 2015, in its 2013 Loan and Security Agreement. If that were to happen and in the event that the Company was unable to modify the covenants, find new or additional lenders, or raise additional equity, the Company would be considered in default, which would then enable applicable lenders 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.

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 9). At September 30, 2015, the Company had $1.5 million in cash and cash equivalents and had $3.4 million outstanding under the 2013 Loan and Security Agreement, with available borrowing capacity of $0.6 million. As discussed in Note 3, 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 $4.0 million payment for the Acquisition, 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 and $7.5 million, respectively, during the three and nine month periods ended September 30, 2015. The Company’s net cash used in operating activities for the nine month period ended September 30, 2015, was $6.9 million. The Company has managed its liquidity through the addition of the Term Loan and the availability under the 2013 Loan and Security Agreement and a series of cost reduction initiatives.

The Company has historically used availability under the 2013 Loan and Security Agreement to fund operations. 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 9). Borrowings under the 2013 Loan and Security Agreement are used for working capital purposes and capital expenditures. The amount available for borrowing is less than the $7 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 $7 million under this facility. Eligible Receivables do not include certain receivables deemed ineligible by the Senior Lender. On August 10, 2015, the Company entered into and consummated a Fourth Amendment to the Loan and Security Agreement (the "Fourth Amendment") (as amended, the "2013 Loan and Security Agreement") with ACF FinCo I LP ("ACF" or the "Senior Lender"), the assignee of Keltic Financial Partners II, LP ("Ares"). The Fourth Amendment added the AHS receivables to the borrowing base. Available borrowing capacity, net of the discretionary reserve and current amounts outstanding, was $2.2 million as of November 10, 2015. As of September 30, 2015, the Company had $3.4 million 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 (earnings before interest expense, income taxes, depreciation and amortization) amount. The Third Amendment contains minimum EBITDA covenants of negative $3.0 million for the twelve month period ended September 30, 2015; positive $0.8 million for the twelve month period ending December 31, 2015; positive $1.85 million for the twelve month period ending March 31, 2016; and positive $2.7 million for the twelve month period ending June 30, 2016. As of September 30, 2015, the Company had not met the minimum required EBITDA amount of negative $3.0 million and has obtained a Waiver and Fifth Amendment to the Loan and Security Agreement (the "Fifth Amendment") (as amended, the "2013 Loan and Security Agreement") with ACF FinCo I LP ("ACF" or the "Senior Lender"), the assignee of Keltic Financial Partners II, LP ("Ares") related to the EBITDA measurement period ended September 30, 2015. The Fifth Amendment requires the Company to raise an aggregate amount in additional equity of not less than $4.0 million of which not less than $1.5 million shall be received on or before February 28, 2016, and the balance shall be received on or before June 30, 2016, which is outside the Company’s control.

The Company is also working with Ares to modify the financial covenants of the 2013 Loan and Security Agreement in an effort to be more in-line with the Company's operations and strategy going forward, including consideration of the EBITDA measurement period for the twelve month period ending December 31, 2015. In September 2015, the Company revised its 2015 and 2016 forecast in response to its not meeting the EBITDA covenant for the twelve months ended September 30, 2015. Under the revised forecast, the Company currently expects to report lower EBITDA than is required in our 2013 Loan and Security Agreement and does not expect to comply with the EBITDA covenant for the twelve months ending December 31, 2015. If the Company is not able to successfully execute favorable amendments to the existing credit facility, the Company's borrowing capacity will be limited. Additionally, the Company continues to have limitations on the maximum amount of capital expenditures for each fiscal year.

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 for the Acquisition described in Note 3 and general corporate purposes. 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 principal payment is capped at $600,000 per quarter.

The outstanding principal balance under the 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 fourteen percent (14.0%) and will be due and payable quarterly, 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 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.

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 ended September 30, 2015; $34 million for the twelve month period ending December 31, 2015; $38 million for the twelve month period ending March 31, 2016; and $40 million for the twelve month period ending June 30, 2016. The Credit Agreement also contains a minimum EBITDA covenant of one dollar for the twelve month period ending March 31, 2016, and $1.0 million for the twelve month period ending June 30, 2016, with subsequent quarterly measurement dates and EBITDA requirements through the term of the Credit Agreement. The Company is currently projecting we will meet these covenants but can provide no assurances.

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 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. During the nine month period ended September 30, 2015, the Company incurred $0.7 million in legal and professional fees associated with the Acquisition recorded in the consolidated statement of operations.

Additionally, the Acquisition provides new product and service capabilities. Associated with these expanded capabilities are new staff, new systems and new customers. During the nine month period ended September 30, 2015, the Company incurred $0.5 million of costs in connection with integrating the Acquisition, which are recorded in selling, general and administrative expenses. Costs incurred during the third quarter of 2015 primarily relate to transition services purchased from the Seller and the ongoing transition of information technology infrastructure. The integration of AHS will continue into the fourth quarter of 2015, and the Company will continue to 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 significant improvements over the 2015 results through the third quarter, including the successful integration of the Acquisition.

The Company’s ability to satisfy its liquidity needs and meet future covenants is dependent on growing revenues, improving profitability, and raising additional equity as noted above. 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 biometric screening, telephonic health coaching, and wellness portal 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.

The Company had $3.4 million borrowings outstanding under the 2013 Loan and Security Agreement as of September 30, 2015. Given the seasonal nature of the Company's operations, which are largely dependent on second half volumes, management expects to continue using the revolver in 2015 and beyond.

Given the Company’s performance in the first nine months of 2015, the Company reported EBITDA for the twelve-month period ended September 30, 2015, that was below the current covenant outlined in the 2013 Loan and Security Agreement. As noted above, the lender recently waived the minimum EBITDA covenant for September 30, 2015, and the Company is also working with Ares to modify the financial covenants of the 2013 Loan and Security Agreement in an effort to be more in-line with the Company's operations and strategy going forward. There can be no assurance that cash flows from operations, combined with any additional borrowings available to the Company, will be obtainable in an amount sufficient to enable the Company to repay its indebtedness, or to fund other liquidity needs. The 2015 Credit Agreement, along with the 2013 Loan and Security Agreement, contain numerous covenants, including financial covenants. If the Company is unable to remain in compliance with all of its covenants, or obtain a waiver from the lender, the lenders would have the ability to accelerate all outstanding debt which would have a material adverse impact on the Company's business. Obtaining a waiver and modifying the financial covenants depends on matters that are outside of management’s control and there can be no assurance that management will be successful in these regards. Management presently expects that results of operations will not be sufficient to allow the Company to comply with the EBITDA covenant for the twelve months ending December 31, 2015, in its 2013 Loan and Security Agreement. If that were to happen and in the event that the Company was unable to modify the covenants, find new or additional lenders, or raise additional equity, the Company would be considered in default, which would then enable applicable lenders 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.