XML 48 R7.htm IDEA: XBRL DOCUMENT v2.4.0.8
Liquidity
9 Months Ended
Sep. 30, 2013
Liquidity [Abstract]  
Liquidity
Liquidity

For the nine month periods ended September 30, 2013 and 2012, the Company incurred losses from continuing operations of $8.2 million and $5.5 million, respectively. Restructuring charges are included in results for each of the three and nine month periods ended September 30, 2013 and 2012.  The Company has managed its liquidity through a series of cost reduction and accounts receivable collection initiatives, by obtaining a new credit facility in February 2013 and the sale of Portamedic on September 30, 2013.
        
At September 30, 2013, the Company had $6.7 million in cash and cash equivalents and working capital of $9.4 million.  The Company's net cash used in operating activities for the nine month periods ended September 30, 2013 and 2012 was $7.8 million and $5.1 million, respectively, and includes the cash flow impact of accounts receivable, accounts payable, and accrued expenses related to the Portamedic service line that were retained after the sale of Portamedic. For the nine month periods ended September 30, 2013 and 2012, the Company's capital expenditures totaled $1.1 million and $3.3 million, respectively.



On September 30, 2013, the Company completed the sale of its Portamedic service line to American Para Professional Systems, Inc. ("APPS", "Piston Acquisition Inc.", and/or "Piston"). The adjusted purchase price (the “Purchase Price”) was approximately $8.1 million in cash, adjusted from $8.4 million at announcement due to changes in working capital, of which $2.0 million (the “Holdback Amount”) was held back by Piston as security for the Company’s obligations and agreements between the Company and Piston (see note 6).

The first $1.0 million tranche of the Holdback Amount is expected to be received in early 2014, with the second approximately one year later. There cannot be any assurance that the Holdback Amount will be collected by the Company in full, however management currently expects to realize the amounts in full and has recorded receivables in other current assets and other assets totaling $2.0 million.

In the first quarter of 2013, the Company entered into a three year Loan and Security Agreement, amended as of March 28, 2013 by the First Amendment (collectively, the “2013 Loan and Security Agreement”), with Keltic Financial Partners II, LP (“Keltic Financial”), the proceeds of which are to be used for working capital purposes and capital expenditures. The 2013 Loan and Security Agreement provides a revolving credit facility to the Company in an aggregate principal amount at any one time outstanding which does not exceed 85% of Eligible Receivables less any reserves established by Keltic Financial, at its sole discretion, provided that in no event can the aggregate amount of the revolving credit loans outstanding at any time exceed $10 million. Eligible Receivables do not include Heritage Labs receivables certain Hooper Holmes Services receivables, unbilled Portamedic and Health & Wellness receivables and other receivables deemed ineligible by Keltic Financial.

As of September 30, 2013 there were $2.6 million in borrowings outstanding under our 2013 Loan and Security Agreement and the Company's available borrowing capacity was $0.04 million based on September 30, 2013 Eligible Receivables and a $0.8 million reserve established by Keltic Financial. Because unbilled receivables are not considered Eligible Receivables, the Company's borrowing capacity can fluctuate in accordance with its monthly billing cycles. Given the timing of the Company's billing cycle and the borrowing base calculation method and timeline, available borrowing capacity increased to approximately $6.0 million by October 4, 2013 and the reserve established by Keltic Financial was increased back to $1.5 million from a temporary reduction to increase available borrowing at the end of September 2013.
    
The sale of the Portamedic service line, which accounted for approximately 60-75% of Eligible Receivables prior to September 30, 2013, will result in a future decrease in borrowing capacity, although Portamedic receivables were not sold in the transaction and will continue to be included as Eligible Receivables until collected, in accordance with the 2013 Loan and Security Agreement. The Company estimates Portamedic related receivables to be approximately $9 million as of September 30, 2013. We may request that other receivables qualify but we are not able to reliably estimate the future borrowing capacity.

The 2013 Loan and Security Agreement contains various covenants, including financial covenants which require the Company to achieve a minimum EBITDA amount (earnings before interest expense, taxes, depreciation and amortization) beginning with the twelve months ending June 30, 2014 as the first measurement date. The minimum EBIDTA required for the twelve months ending June 30, 2014 is negative $3.2 million. In addition, the Company has limitations on the maximum amount of unfunded capital expenditures for each fiscal year, beginning with the year ending December 31, 2013.

Certain costs presented in the financial statements, notably selling, general and administrative costs, may not be indicative of costs going forward because those costs have historically been shared among all service lines. For the nine months ended September 30, 2013, $7.4 million of such selling, general and administrative costs were allocated to discontinued operations. While the Company is attempting to reduce these costs for its continuing operations, there is no guarantee that costs allocated to Portamedic and included in discontinued operations will be eliminated or reduced in future periods.

Since the Company historically has not tracked accounts receivable, accounts payable and other accounts by service line, its service lines had customers and suppliers in common, and its continuing and discontinued operations shared certain selling, general and administrative services, the Company does not have reliable information for the historical impact of Portamedic on the Company’s cash flows. However, the Company feels that without the Portamedic service line and with selling, general and administrative cost reductions, cash flow from operations will improve.

In the fourth quarter of 2013, the Company began relocating its headquarters to Kansas and put its Basking Ridge real estate up for sale. Establishing a new team and transitioning functions to Kansas will take months and transition costs may be higher than expected. In addition, the sale of the Basking Ridge real estate may not occur when expected or for the amount expected. Any sale of the real estate is subject to consent by Keltic Financial.

The Company's Heritage Labs service line shared some customers with the Portamedic service line. While not all Heritage Labs life insurance samples originated from Portamedic exams, the sale of the Portamedic service line may have an impact on life insurance related lab volumes.

The Company's Health and Wellness business sells through wellness, disease management and insurance companies who ultimately have the relationship with the end customer. The Company's current services are aggregated with its partners' offerings to provide a total solution. As such, the Company's success is largely dependent on that of its partners.

Through the increased focus on the Health and Wellness sector, the Company believes it will be able to capitalize on the opportunities that exist in the Health and Wellness sector given the macro-economic focus on health care costs and improving the efficiency of health care delivery in the United States to grow revenue. 

If the Company is not able to realize the benefits from the consolidation in Kansas and control the costs of transition, reduce its selling, general and administrative costs as it seeks to streamline operations and improve efficiency, grow the Health and Wellness service line and maintain Heritage Labs revenues as expected, and timely realize sufficient proceeds from the Holdback Amount and the sale of the Basking Ridge real estate, it may violate covenants or otherwise not be able to borrow under the 2013 Loan and Security Agreement. These and other factors could adversely affect the Company's liquidity and its ability to generate cash flow in the future.

Based on the Company's anticipated level of future revenues, sale of the Basking Ridge real estate, collection of the Holdback amount and restructuring initiatives, and the Company's existing cash, cash equivalents, working capital and credit facility, the Company believes it has sufficient funds to meet its cash needs through at least September 30, 2014.