Document

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (earliest event reported): November 10, 2016

(Exact name of registrant as specified in charter)



New York	001-09972	22-1659359
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

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

(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 10, 2016, the Company issued a press release announcing its preliminary operating results and financial condition for the quarter ended September 30, 2016. 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 10, 2016, 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.



Exhibit No.	Description
99.1	Press Release announcing preliminary earnings, dated November 10, 2016
99.2	Presentation used during the third quarter investor conference call on November 10, 2016

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.



Dated: November 10, 2016	HOOPER HOLMES, INC.

	By:	/s/ Steven R. Balthazor
		Steven R. Balthazor
		Chief Financial Officer

Hooper Holmes Confidential News Release For further information: Hooper Holmes Henry E. Dubois President and CEO (913) 764-1045 Investors: Andrew Berger S.M. Berger & Company (216) 464-6400 Hooper Holmes Announces Third Quarter 2016 Financial Results OLATHE, Kan., Thursday, November 10, 2016 -- Hooper Holmes, Inc. (NYSE MKT:HH) today announced financial results for the quarter ended September 30, 2016. Consolidated revenues totaled $9.75 million for the third quarter of 2016, an increase of 5.2% compared to the third quarter of 2015. The Company recorded a net loss of $2.1 million for the third quarter of 2016, which represents an improvement of 3.1% versus the third quarter of 2015. Adjusted EBITDA for the third quarter 2016 was a loss of $81,000, a significant improvement compared to the third quarter 2015. Gross profit for the 2016 third quarter increased to $2.5 million, a 15.9% improvement compared to the same period in 2015. Selling, general and administrative expenses for the three month period ended September 30, 2016, totaled $3.6 million, a decrease of 4.1% compared to the third quarter of 2015. Henry Dubois, President and CEO of Hooper Holmes commented, "Gross profit and adjusted EBITDA improved for the third consecutive quarter. While we have experienced a longer than usual lead time in ramping up revenue from new contracts, revenues have increased 8.9% on a year-to-date basis, compared to 2015. As top line revenue increases, along with better gross and operating margins, we expect to be generating cash flows from operations." Mr. Dubois continued, "Revenue from our top 10 Channel Partners and Clinical Research customers grew 25% in the 2016 third quarter compared to the 2015 third quarter, and 18% year- to-date on a year-over-year basis. Revenue from our top 10 Direct customers grew 17% compared to the 2015 third quarter. As a result of these trends our business in the fourth quarter 2016 is off to a good start and should compare favorably to the fourth quarter 2015. We believe this gives us a solid base on which to grow as we continue to execute our plans to improve financial performance. As 2017 begins we expect to see continued year-over-year improvements."

Hooper Holmes Confidential 2 Conference Call The Company will host a conference call today, Thursday, November 10, 2016, at 7:30 a.m. CT (8:30 a.m. ET) to discuss its third quarter 2016 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 888-438-5493 or internationally 1-719-457- 2651, conference ID: 5250866, 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 through November 17, 2016, by dialing 844-512-2921, or internationally 1-412-317-6671. The access code for the replay is 5250866. 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. More information is available at hooperholmes.com and at accountablehealthsolutions.com. This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intends," "plan," and "will" or, in each case, their negative, and other variations or comparable terminology. These forward-looking statements include all statements other than historical facts. Any forward-looking statement made by management during this call is not a guarantee of future performance, and actual results may differ materially from those expressed in or suggested by the forward-looking statements, as a result of various factors, including, without limitation the factors discussed in the “Risk Factors” section of the company’s Annual Report on Form 10-K for the year ended December 31, 2015, as the same may be updated from time-to-time in subsequent filings with the Securities and Exchange Commission. Any forward-looking statement made by management on this call speaks only as of the date hereof, and the Company has no obligation, and does not intend, to update any forward- looking statements after the date hereof, except as required by federal securities laws. In addition, management uses the non-GAAP performance measures EBITDA and Adjusted EBITDA on this call. You can find a reconciliation of such measures to their nearest GAAP equivalent in the Company’s earnings release, which is available on our website.

Hooper Holmes Confidential 3 Hooper Holmes, Inc. Consolidated Balance Sheets (in thousands) September 30, 2016 December 31, 2015 ASSETS (unaudited) Current assets: Cash and cash equivalents 825$ 2,035$ Accounts receivable, net of allowance for doubtful accounts 7,403 5,565 Inventories 1,481 567 Other current assets 431 331 Total current assets 10,140 8,498 Property, plant and equipment, net 1,939 2,771 Intangible assets, net 4,356 5,331 Goodwill 633 633 Other assets 394 450 Total assets 17,462 17,683 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY Current liabilities: Accounts payable 5,555 5,339 Accrued expenses 2,526 2,313 Short-term debt 6,924 5,330 Other current liabilities 2,591 2,873 Total current liabilities 17,596 15,855 Other long term liabilities 444 1,611 Commitments and contingencies Stockholders' (deficit) equity: Common stock 402 3,121 Additional paid-in capital 165,988 156,195 Accumulated deficit (166,968) (159,028) (578) 288 Less: Treasury stock at cost - (71) Total stockholders' (deficit) equity (578) 217 Total liabilities and stockholders' (deficit) equity 17,462$ 17,683$

Hooper Holmes Confidential 4 HOOPER HOLMES INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited; in thousands, except share and per share data) 2016 2015 2016 2015 Revenues 9,750$ 9,272$ 24,634$ 22,615$ Cost of operations 7,282 7,143 18,941 18,060 Gross profit 2,468 2,129 5,693 4,555 Selling, general and administrative expenses 3,586 3,740 11,138 10,212 Transaction costs 50 57 379 737 Operating loss from continuing operations (1,168) (1,668) (5,824) (6,394) Interest expense, net 878 388 2,678 1,097 Other income (0) - (887) - Loss from continuing operations before taxes (2,046) (2,056) (7,615) (7,491) Income tax expense 5 5 15 15 Loss from continuing operations (2,051) (2,061) (7,630) (7,506) Discontinued operations: Loss from discontinued operations (1) (57) (310) (82) Net loss (2,052)$ (2,118)$ (7,940)$ (7,588)$ Reconciliation of GAAP results to Non-GAAP results Interest expense 243$ 208$ 681$ 366$ Other debt related costs included in interest expense 635 180 1,997 731 Income tax expense 5 5 15 15 Depreciation and amortization 682 672 2,090 1,546 Share-based compensation expense 78 167 548 360 Severance costs 277 - 277 - Stock payments in connection with debt amendments - - 50 - Transaction costs 50 57 379 737 Transition costs 1 247 57 505 Portamedic contingent liability - 168 150 168 Write-off of SWK Warrant #2 - - (887) - Adjusted (Non-GAAP) EBITDA (81)$ (414)$ (2,583)$ (3,160)$ Income (loss) per share Continuing operations: Basic (0.22)$ (0.40)$ (0.89)$ (1.49)$ Diluted (0.22) (0.40) (0.89) (1.49) Discontinued operations: Basic (0.00) (0.01) (0.04) (0.02) Diluted (0.00) (0.01) (0.04) (0.02) Net loss: Basic (0.22) (0.41) (0.93) (1.51) Diluted (0.22) (0.41) (0.93) (1.51) Weighted average number of shares: Basic and diluted 9,149,418 5,185,986 8,604,846 5,026,095 Three months ended September 30, Nine months ended September 30, Adjusted EBITDA for third quarter 2016 was ($0.1 million), compared to ($0.4 million) in the third quarter of 2015. The above schedule is a description of adjustments made to net loss.

Q3 2016 Earnings Presentation November, 2016 Presented By: Henry Dubois, Chief Executive Officer Steven Balthazor, Chief Financial Officer (NYSE Mkt: HH) 1

2 Safe Harbor Statement 2 This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intends," "plan," and "will" or, in each case, their negative, and other variations or comparable terminology. These forward-looking statements include all statements other than historical facts. Any forward-looking statement made by management during this call is not a guarantee of future performance, and actual results may differ materially from those expressed in or suggested by the forward- looking statements, as a result of various factors, including, without limitation the factors discussed in the “Risk Factors” section of the company’s Annual Report on Form 10-K for the year ended December 31, 2015, as the same may be updated from time-to-time in subsequent filings with the Securities and Exchange Commission. Any forward-looking statement made by management on this call speaks only as of the date hereof, and the Company has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws. In addition, management uses the non-GAAP performance measure Adjusted EBITDA on this call. You can find a reconciliation of such measures to their nearest GAAP equivalent in the Company’s earnings release, which is available on our website.

3 Q3 2016 HIGHLIGHTS  $9.75mm Health & Wellness revenue. YTD Revenue increased 9% compared to 2015 ̶ Adjusted EBITDA near break-even  Higher percentage of Q3 revenues from top Channel Partner and Clinical customers  Longer lead time from agreement in principle to contracting for new large customers delays revenue timing  Expecting full year revenue growth of ~12% growth over 2015 Building Long Term Growth Gross Margin (%) Revenue($000’s) Adjusted EBITDA ($000’s)

4 Improved Q3 2016 Operating Performance Adjusted EBITDA ($000’s) 80% Improvement Q3 2015 - 2016 Q3 2015 Q3 2016 Net Loss ($2,118) ($2,052) Interest expense $208 $243 Other Debt related costs in Int exp $180 $635 Income taxes $5 $5 Depreciation & amortization $672 $682 Share-based compensation $167 $78 Non recurring Costs $0 $277 Transaction Costs $57 $50 Transition Costs $247 $1 Portamedic contigent liability $168 $0 Adjusted EBITDA ($414) ($81) SG&A (% of Revenue) Adjusted EBITDA ($000’s) Gross Margin ($000’s)

5 5 Growth in core business Key Takeaways Core Customer Growth in Q3 2016 R ev en u e C la ss if ic atio n b y sal e s segme n ts  Core business solid and growing  Growth in Channel Partners revenue reflects strength of our screening services  Direct sales channel reflects customers who contract directly with us for one or more services. These contracts are typically multi- year commitments  Clinical research organizations contracts are typically long term in nature  Biometric screenings sold through all sales channels  Flu shots sold through both Direct and Channel Partner sales channels Revenue Distribution +25.2% +16.7%

Building Competitive Advantage 6 New Screening services exceed expectations Upgraded Wellness Platform  Integrated flu shots and cotinine fingerstick tests with wellness screenings  Updated online scheduler  Enhanced Wellness Support NowSM onsite health coaching  New capabilities to help members learn, change behavior and improve health  Assigns personal health tracks based on individual risk  New, dynamic content to drive actions Increased HP Network utilization  Leverage health professionals to deliver “teachable moment” result  Boost health coaching enrollment

7 2017 Outlook Levers for Growth Improved Operating Performance Compared to Q3 2015: Building Long-Term Growth Creating Value for Shareholders • Gross margin improved 16% • SG&A decreased 4.1% • Adjusted EBITDA improved 80% • Higher percentage of Q3 revenues from top Channel Partner and Clinical customers • New customers revenue taking longer to ramp up, will add to base • Robust demand for integrated vaccinations • Wellness platform enhancements • Expanding Health Professional network utilization • Scalable delivery model, national network • Proven portal, incentive, engagement and rewards programs • Right coaching resources to improve health outcomes • Targeting 10-15% revenue growth for the full year • Improved financial performance