10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x        Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2018

or

o        Transition Report pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the transition period from         to         

__________________ 

Commission File Number: 001-09972

HOOPER HOLMES, INC.

(Exact name of registrant as specified in its charter)

New York	22-1659359
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
560 N. Rogers Road, Olathe, KS	66062
(Address of principal executive offices)	(Zip code)

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

Former name, former address and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated

filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company x
			Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Yes o No o

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

The number of shares outstanding of the Registrant's $0.04 par value common stock as of July 31, 2018 was 26,768,498 shares.

HOOPER HOLMES, INC. AND SUBSIDIARIES

INDEX

			Page No.
PART I –	Financial Information
	ITEM 1 –	Financial Statements
		Condensed Consolidated Balance Sheets as of June 30, 2018 (unaudited) and December 31, 2017	1
		Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2018 and 2017 (unaudited)	2
		Condensed Consolidated Statement of Stockholders' Deficit for the Six Months Ended June 30, 2018 (unaudited)	3
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017 (unaudited)	4
		Notes to Unaudited Condensed Consolidated Financial Statements	5
	ITEM 2 –	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
	ITEM 3 –	Quantitative and Qualitative Disclosures About Market Risk	38
	ITEM 4 –	Controls and Procedures	39
PART II –	Other Information
	ITEM 1 –	Legal Proceedings	40
	ITEM 1A –	Risk Factors	40
	ITEM 2 –	Unregistered Sales of Equity Securities and Use of Proceeds	41
	ITEM 3 –	Defaults Upon Senior Securities	41
	ITEM 4 –	Mine Safety Disclosures	41
	ITEM 5 –	Other Information	41
	ITEM 6 –	Exhibits	42
		Signatures	43

PART I - Financial Information

ITEM 1 Financial Statements

Hooper Holmes, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

	June 30, 2018			December 31, 2017
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	582		$	884
Accounts receivable, net of allowance for doubtful accounts of $629 and $260 at June 30, 2018 and December 31, 2017, respectively	8,753			16,762
Inventories	696			1,004
Other current assets	794			998
Total current assets	10,825			19,648
Property, plant and equipment, net	1,175			1,752
Intangible assets, net	8,398			9,644
Goodwill	8,852			8,759
Other assets	982			397
Total assets	$	30,232		$	40,200
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	15,945		$	12,690
Accrued expenses	8,091			9,255
Short-term debt	18,583			19,314
Other current liabilities	4,220			5,529
Total current liabilities	46,839			46,788
Other long-term liabilities	149			268
Commitments and contingencies	—			—
Stockholders' deficit:
Common stock, par value $0.04 per share; Authorized: 240,000,000 shares; Issued and Outstanding: 26,768,498shares at June 30, 2018, and December 31, 2017	1,071			1,071
Additional paid-in capital	177,469			177,397
Accumulated deficit	(195,296		)	(185,324		)
Total stockholders' deficit	(16,756		)	(6,856		)
Total liabilities and stockholders' deficit	$	30,232		$	40,200
See accompanying notes to unaudited condensed consolidated financial statements.

1

Hooper Holmes, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)

(in thousands, except share and per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Revenues	$	10,275		$	8,883		$	21,610		$	16,484
Cost of operations	8,149			7,206			16,816			13,115
Gross profit	2,126			1,677			4,794			3,369
Selling, general and administrative expenses	6,433			5,281			13,284			8,760
Transaction costs	77			1,595			203			2,277
Operating loss from continuing operations	(4,384		)	(5,199		)	(8,693		)	(7,668		)
Interest expense and other income	779			693			1,664			1,461
Loss from continuing operations before income tax (benefit) expense	(5,163		)	(5,892		)	(10,357		)	(9,129		)
Income tax (benefit) expense	(86		)	12			(86		)	17
Loss from continuing operations	(5,077		)	(5,904		)	(10,271		)	(9,146		)
Discontinued operations:
Gain (loss) from discontinued operations	—			21			(35		)	134
Net loss	$	(5,077	)	$	(5,883	)	$	(10,306	)	$	(9,012	)
Basic and diluted earnings (loss) per share:
Continuing operations
Basic and Diluted	$	(0.19	)	$	(0.28	)	$	(0.38	)	$	(0.57	)
Discontinued operations
Basic and Diluted	$	—		$	—		$	—		$	0.01
Net loss
Basic and Diluted	$	(0.19	)	$	(0.28	)	$	(0.38	)	$	(0.56	)
Weighted Average number of shares:
Basic and Diluted	26,768,498			21,336,209			26,768,498			16,104,369
See accompanying notes to unaudited condensed consolidated financial statements.

2

 Hooper Holmes, Inc.

Condensed Consolidated Statement of Stockholders’ Deficit

(unaudited)

 (in thousands, except share data)

	Common Stock
	Number of Shares	Amount		Additional Paid-in Capital			Accumulated Deficit			Total Stockholders' Deficit
Balance, December 31, 2017	26,768,498	$	1,071	$	177,397		$	(185,324	)	$	(6,856	)
Net loss	—	—		—			(10,306		)	(10,306		)
Share-based compensation	—	—		95			—			95
Issuance of common stock in connection with the LPC Equity Line	—	—		(23		)	—			(23		)
Adoption of ASU 2014-09		—		—			334			334
Balance, June 30, 2018	26,768,498	$	1,071	$	177,469		$	(195,296	)	$	(16,756	)

See accompanying notes to unaudited condensed consolidated financial statements.

3

Hooper Holmes, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(unaudited, in thousands)

	Six Months Ended June 30,
	2018			2017
Cash flows from operating activities:
Net loss	$	(10,306	)	$	(9,012	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	1,827			1,497
Other debt related costs included in interest expense	428			820
Provision for bad debt expense	257			30
Share-based compensation expense	95			162
Expense for issuance of warrant to SWK in connection with debt amendment	—			361
Issuance of warrant to Century in connection with the Merger	—			152
Expense for common stock issuance - payment of transaction costs for the Merger	—			364
Expense for common stock issuance - payment of transaction costs for LPC Equity Line	(23		)	—
Change in assets and liabilities:
Accounts receivable	7,752			125
Inventories	308			6
Other assets	(134		)	149
Accounts payable, accrued expenses and other liabilities	489			(1,335		)
Net cash provided by (used in) operating activities	693			(6,681		)
Cash flows from investing activities:
Capital expenditures	(5		)	(130		)
Cash acquired from Merger with PHS	—			1,936
Net cash (used in) provided by investing activities	(5		)	1,806
Cash flows from financing activities:
Borrowings under credit facility	23,738			18,856
Payments under credit facility	(27,988		)	(18,098		)
Repayment of PHS credit facility in connection with the Merger	—			(4,684		)
Principal payments on Term Loan	(250		)	—
Proceeds from amendments of Term Loan	3,610			2,824
Proceeds from Seasonal Facility	—			2,000
Issuance of common stock and warrants, net of issuance costs	—			3,414
Payments on capital lease obligations	(85		)	(53		)
Debt issuance costs	(15		)	—
Net cash (used in) provided by financing activities	(990		)	4,259
Net decrease in cash and cash equivalents	(302		)	(616		)
Cash and cash equivalents at beginning of period	884			1,866
Cash and cash equivalents at end of period	$	582		$	1,250
Supplemental disclosure of non-cash investing and financing activities:
Fixed assets vouchered but not paid	$	133		$	198
Fair value of common stock issued as Merger consideration	$	—		$	6,792
Fair value of debt assumed in the Merger	$	—		$	7,110
Supplemental disclosure of cash paid during period for:
Income taxes	$	43		$	25
Interest	$	672		$	488
See accompanying notes to unaudited condensed consolidated financial statements.

4

Hooper Holmes, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

June 30, 2018

(unaudited)

Note 1: Basis of Presentation

Hooper Holmes, Inc. and its subsidiaries (“Hooper Holmes” or the "Company”) provide on-site screening services and flu shots, laboratory testing, health risk assessment, and sample collection services to individuals as part of comprehensive health and wellbeing programs offered through organizations sponsoring such programs including corporate and government employers, health plans, hospital systems, health care management companies, wellbeing companies, brokers and consultants, disease management organizations, reward administrators, third party administrators, clinical research organizations and academic institutions. Through the Company's comprehensive health and wellbeing services, the Company also provides health coaching to support positive health risk migration, access to a wellbeing platform with individual and team challenges and rewards management, interoperability with third party digital health providers, data analytics, and reporting services. The Company contracts with health professionals to deliver these services nationwide, all of whom are trained and certified to deliver quality service. In addition, the Company leverages our national network of health professionals to support the delivery of other similar products and services. The Company’s Food and Drug Administration ("FDA") and International Organization for Standardization ("ISO") certified medical-kit facility provides services to global pharmaceutical companies and supports the delivery of our products and services in a high-quality, secure manner. In 2017, the Company merged with Provant Health Solutions LLC ("PHS"), which offered a similar set of services as Hooper Holmes. The combined company provides a personalized, one-stop programming experience for customers, with proven outcomes powered by sophisticated data collection and management. This uniquely positions the Company to transform and capitalize on the large and growing health and wellbeing market. On January 23, 2018, the Company announced that it has re-branded to Hooper Holmes, Inc. d/b/a Provant Health.

The Company operates under one reporting segment. The Company’s biometric screening services are subject to seasonality, with the third and fourth quarters typically being its strongest quarters due to increased demand for screening services from mid-August through late-November related to annual benefit renewal cycles as well as the seasonal delivery of flu shots. Engagement in the Company’s health and wellbeing service operations are more constant, though there are some variations due to the timing of the health coaching programs which are billed per participant and typically start shortly after the conclusion of onsite screening events. In addition to the Company’s screening and health and wellbeing services, the Company generates ancillary revenue through the assembly of medical kits for sale to third parties.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Hooper Holmes and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with instructions for Form 10-Q and the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's 2017 Annual Report on Form 10-K, filed with the SEC on April 17, 2018, as amended by Amendment No. 1 on Form 10-K/A, which was filed with the SEC on May 1, 2018.

Prior to 2015, the Company completed the sale of certain assets comprising its Portamedic, Heritage Labs, and Hooper Holmes Services businesses. The operating results of these businesses have been segregated and reported as discontinued operations for all periods presented in this Quarterly Report on Form 10-Q.

On May 11, 2017, the Company closed the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger dated March 7, 2017 (the "Merger Agreement") by and among the Company, Piper Merger Corp., PHS, and Wellness Holdings, LLC. PHS was the surviving entity in the Merger, as a result of which it became a wholly-owned subsidiary of the Company. See Note 3 to the condensed consolidated financial statements for further discussion.

5

Immaterial out-of-period corrections to prior period amounts

During the period ended June 30, 2018, the Company identified an immaterial error in its previously issued consolidated financial statements for the year ended December 31, 2017, which has been corrected out-of-period in the accompanying condensed consolidated financial statement as of June 30, 2018. Subsequent to determining that the measurement period was finalized, the company recorded a $0.1 million adjustment to increase goodwill and income tax benefit related to a tax adjustment of the acquired valuation allowance of PHS.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions about future events.  The financial information included herein is unaudited; however, such information reflects all adjustments that are, in the opinion of the Company's management, necessary for a fair statement of results for the interim periods presented. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses.  Such estimates include the valuation of receivable balances, property, plant and equipment, valuation of goodwill and other intangible assets, deferred tax assets, share based compensation expense and the assessment of contingencies and legal contingencies, among others.  These estimates and assumptions are based on the Company’s best estimates and judgment.  The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which the Company believes to be reasonable under the circumstances.  The Company adjusts such estimates and assumptions when facts and circumstances dictate.  As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.  Changes in those estimates will be reflected in the condensed consolidated financial statements in future periods.

The results of operations for the three and six months ended June 30, 2018 and 2017, are not necessarily indicative of the results to be expected for any other interim period or the full year. See “Management's Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

Adoption of new accounting standard

Accounting Standards Update (“ASU”) 2014-09, “Revenue - Revenue from Contracts with Customers (Topic 606)” (“ASU-2014-09”), which with amendments is collectively known as ASC 606. On January 1, 2018, the Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) using the modified retrospective method. As a policy election, the new revenue standard was applied only to contracts that were not substantially completed as of the date of adoption. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the January 1, 2018 opening balance of accumulated deficit. The prior period condensed consolidated financial statements have not been retrospectively adjusted and continue to be reported under the accounting standards in effect for those periods.

As a result of the adoption of ASU 2014-09, the Company has changes to its revenue recognition policy for revenue recognition. Revenue is recognized when control of the services or goods, through the performance obligation of the Company is transferred to the customer in an amount that reflects the consideration it expects to be entitled to in exchange for the performance obligations. The Company accounts for revenue contracts with customers based on the following steps:

• Identification of the contract, or contracts with a customer

• Identification of the performance obligations in the contract

• Determination of the transaction price

• Allocation of the transaction price to the performance obligations in the contract

• Recognition of revenue when, or as, the Company satisfies a performance obligation

6

Revenue is recognized for screening services when the screening is completed based on the either the actual number of participants screened or an estimated minimum depending on the terms of the contract. Revenue for wellness portal services are recognized on a per eligible member, per month basis, while revenue from wellness coaching services are recognized as services are performed or ratable over the delivery period. The ratable recognition is the result of a stand ready obligation under which we expect the customer to receive and consume the benefits throughout the period. This is a faithful depiction of the satisfaction of the performance obligation because we cannot reasonably estimate when they will request performance and therefore have determined that the straight-line method is the most appropriate measure of performance. Revenue for kit assembly is recorded upon completion of the kit as the Company only assembles components on behalf of the customer and does not take control of the raw materials or finished goods. For contracts with multiple performance obligations, the transaction price is allocated to each individual performance obligation based on the standalone selling price of that performance obligation. We use standalone transactions when available to value each performance obligation. If standalone transactions are not available, we will estimate the standalone selling price through a cost plus a reasonable margin analysis. Any discounts from standalone selling price are spread proportionally to each performance obligation.

The Company has agreements with third parties for the procurement of rewards and gift cards for some customers who subsequently distribute these rewards and gift cards to their employees for engaging in certain health and wellness activities. The Company does not control the rewards and gift cards before they are transferred to the customer, the pricing is controlled by the third party and the Company does not generate any profit or loss for these activities as the service is only a “pass-though” cost, and therefore the Company has been classified as an agent with regards to these subcontracted services. These pass-through costs are not included in the transaction price and the Company will record the reimburse of these costs net of the amount it pays the third party.

The Company recognizes contract assets, or unbilled receivables, related to the rights to consideration for services completed but not billed at the reporting date. Unbilled receivables are classified as receivables when the Company has the right to invoice the customer. Unbilled receivables were $1.9 million at June 30, 2018. The unbilled receivables of $2.7 million outstanding at December 31, 2017 were subsequently billed prior to March 31, 2018.

The Company records contract liabilities when cash payments are received for due in advance of performance to deferred revenue. Deferred revenue primarily relates to the advance consideration received from the customer. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion is recorded as long-term deferred revenue. Deferred revenue during the three and six months ended June 30, 2018 decreased by $0.4 million and $0.7 million, respectively, resulting from $0.7 million and $1.5 million of additional invoicing and was offset by revenue recognized of $1.0 million and $2.2 million during the same periods, of which $0.3 million and $1.0 million were included in deferred revenue at the beginning of the respective periods. As of June 30, 2018, there is $1.6 million in total deferred revenue of which $0.03 million is long-term and will be recognized over a period exceeding 12 months. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an expected length of one year of less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

The recognition of our revenues remains substantially unchanged under ASC 606 with the exception of upfront fees charged to our customers which had a material impact. Depending on the terms of the contract, the period over which the upfront fees will be recognized may differ from the current treatment. In addition to the revenue change for up-front fees, the Company expects a change to the direct and incremental costs to obtain contract with customers, such as sales commissions, as these costs will be deferred and recognized over the period of benefit rather than expensing them as incurred in the period that the commissions are earned by our employees. The change in deferred commission expense as a result of deferring incremental costs of obtaining a contract and the related offset of amortization were both immaterial during the three and six months ended June 30, 2018.

7

The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of the new revenue standard was as follows:

(in thousands)	Balance at December 31, 2017			Adjustments due to ASC 606			Balance at January 1, 2018
ASSETS
Other current assets	$	998		$	70		$	1,068
Other assets	397			359			756
LIABILITIES AND STOCKHOLDERS' DEFICIT
Other current liabilities	5,529			(42		)	5,487
Other long-term liabilities	268			(53		)	215
Accumulated deficit	(185,324		)	(334		)	(184,990		)

In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our Condensed Consolidated Balance Sheet and Condensed Consolidated Statement of Operations was as follows:

	June 30, 2018
(in thousands)	As Reported			Balances Without Adoption of ASC 606			Effect of Change Higher/(Lower)
BALANCE SHEET
ASSETS
Other current assets	$	794		$	740		$	54
Other assets	982			623			359
LIABILITIES AND STOCKHOLDERS' DEFICIT
Other current liabilities	4,220			4,184			36
Other long-term liabilities	149			96			53
Accumulated deficit	(195,296		)	(194,962		)	334

	Three months ended									Six months ended
	June 30, 2018									June 30, 2018
(in thousands)	As Reported			Balances Without Adoption of ASC 606			Effect of Change Higher/(Lower)			As Reported			Balances Without Adoption of ASC 606			Effect of Change Higher/(Lower)
STATEMENT OF OPERATIONS
Revenues	$	10,275		$	10,183		$	92		$	21,610		$	21,604		$	6
Selling, general and administrative expenses	6,433			6,451			(18		)	13,284			13,300			(16		)
Net loss	(5,077		)	(5,151		)	74			(10,306		)	(10,296		)	(10		)

8

The following table disaggregates our revenue by major product line:

	Three months ended		Six months ended
(in thousands)	June 30, 2018		June 30, 2018
Screening revenues	$	6,726	$	14,071
Portal revenues	2,685		5,715
Coaching revenues	485		1,074
Other revenues	379		750
Total revenues	$	10,275	$	21,610

New Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, "Leases", which is intended to improve financial reporting about leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on its consolidated financial position, results of operations or cash flows.

In January 2017, the FASB issued ASU 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment", which is intended to simplify goodwill impairment testing by eliminating the second step of the analysis under which the implied fair value of goodwill is determined as if the reporting unit were being acquired in a business combination. The update instead requires entities to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for any amount by which the carrying amount exceeds the reporting unit’s fair value, to the extent that the loss recognized does not exceed the amount of goodwill allocated to that reporting unit. The standard is effective, prospectively, for public companies in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted the guidance during the fourth fiscal quarter of 2017, prior to our annual testing of goodwill impairment. See Note 7 to the consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting", which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. ASU 2017-09 will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if the award's fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2017-09 to have a material impact on its consolidated financial position, results of operations or cash flows.

9

Note 2: Liquidity and Going Concern Assessment

The Company's primary sources of liquidity are cash and cash equivalents as well as availability under a Credit and Security Agreement (the "2016 Credit and Security Agreement") with CNH Finance Fund I, L.P., f/k/a SCM Specialty Finance Opportunities Fund, L.P. ("CNH"), as amended. If the Company needs to borrow in the future under its 2016 Credit and Security Agreement, as amended, which is solely at the lender's discretion, the amount available for borrowing may be less than the $15.0 million under this facility at any given time due to the manner in which the maximum available amount is calculated.  The Company has an available borrowing base subject to reserves established at the lender's discretion of 85% of Eligible Receivables up to $15.0 million under this facility. At June 30, 2018, the Company had $5.8 million of outstanding borrowings under the 2016 Credit and Security Agreement, with no available borrowing capacity due to the balance of the Company’s receivables. In addition, the Company entered into an Amended and Restated Credit Agreement dated as of May 11, 2017 (the “A&R Credit Agreement”) with SWK Funding, LLC (“SWK”), as amended, which provided for an increase in the principal balance under the previous term loan to $6.5 million (the "Term Loan") and provided for an additional $2.0 million term loan (the “August 2017 Term Loan”). The debt agreements with CNH and SWK described above contain certain financial covenants, including various affirmative and negative covenants including minimum aggregate revenue, adjusted EBITDA, and consolidated unencumbered liquid assets requirements, which the Company was not in compliance with as of June 30, 2018. On February 2, 2018, the Company entered into a Third Amendment to the A&R Credit Agreement which extended the August 2017 Term Loan’s maturity date to April 30, 2018. The Company has repaid $250,000 of the principal balance thereon as part of this Third Amendment. Under this Third Amendment, there was a second payment of $250,000 due in March 2018, with the balance of the August 2017 Term Loan due April 30, 2018, neither of which was repaid in accordance with the amendment. On May 10, 2018, the Company signed a Fourth Amendment to the A&R Credit Agreement (the "Fourth Amendment"), which provided a forbearance period that ran through June 1, 2018 with respect to the Company’s outstanding payment and covenant defaults under the A&R Credit Agreement. Under this agreement SWK has also agreed to lend an additional $1.5 million (the “May 2018 Term Loan”). On May 31, 2018, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”) with CNH pursuant to which CNH agreed to forbear from enforcing its rights with respect to all outstanding covenant violations under the 2016 Credit and Security Agreement until August 31, 2018. Pursuant to both the Fourth Amendment and the Forbearance Agreement, the Company must use reasonable best efforts to identify potential acquirers or investors and to effectuate a transaction that results in a sale, merger, acquisition, or similar material investment in the Company as imminently as reasonably possible (the “Transaction”) and is required to engage an investment banker acceptable to SWK to advise and represent the Company with respect to the Transaction. On May 10, 2018, the Company engaged Raymond James in fulfillment of the requirement to engage an acceptable investment banker. On June 1, 2018, the Company signed a Fifth Amendment to the A&R Credit Agreement (the "Fifth Amendment" which provided the Company a forbearance period that runs through August 31, 2018. Under the Fifth Amendment, SWK has agreed to lend an additional $5.0 million (the "Fifth Amendment Term Loan") with all principal and accrued interest on the Fifth Amendment Term Loan, the August 2017 Term Loan with a principal balance of $1.75 million, and the May 2018 Term Loan with a principal balance of $1.5 million due and payable on September 4, 2018. Pursuant to the Sixth Amendment to Amended and Restated Credit Agreement dated as of August 9, 2018 (the “Sixth Amendment”), SWK agreed to lend an additional $0.8 million (the “Sixth Amendment Term Loan”) to the Company under the same payment terms and subject to the same conditions as the Fifth Amendment.

The Company has historically used availability under a revolving credit facility to fund operations due to a lag between the payment of certain operating expenses and the subsequent billing and collection of the associated revenue based on customer payment terms. To illustrate, in order to conduct successful screening services, the Company must expend cash to deliver the equipment and supplies required for the screening services. The Company must also expend cash to pay the health professionals and site management conducting the screening services. All of these expenditures are incurred in advance of the customer invoicing process and ultimate cash receipts for services performed. Given the seasonal nature of our operations, management expects to need a revolving credit facility in 2018 and beyond.

Going Concern

In accordance with ASC 205-40, the following information reflects the results of management’s assessment of its ability to continue as a going concern.

Principal conditions or events that require management's consideration

Following are conditions and events which require management's consideration:

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• The Company had a working capital deficit of $36.0 million with $0.6 million in cash and cash equivalents at June 30, 2018. The Company had $15.0 million of payables at June 30, 2018, that were past due-date terms. The Company continues to work with its vendors to facilitate revised payment terms; however, the Company has had an increasing number of vendors who have terminated services, threatened to terminate services, filed legal action or threatened to file legal action due to aged outstanding payables and in order to accelerate invoice payments.  At June 30, 2018, over 79% of the Company's outstanding payables were more than 90 days past due. If certain services were terminated and the Company was not able to find alternative sources of supply, it could have a material adverse impact on our business.

• The Company’s net cash provided by operating activities during the six months ended June 30, 2018, was $0.7 million. The Company’s current forecast does not indicate positive operating cash flow in 2018, and our history of losses requires us to be cautious in our forecasting. The Company continues reviewing restructuring within our organization for additional cost savings and improved strategic market and customer services offerings.

• The Company incurred a loss from continuing operations before income tax expense of $10.4 million for the six months ended June 30, 2018.

• The Company had $5.8 million of outstanding borrowings under the 2016 Credit and Security Agreement with CNH, with no available borrowing capacity, as of June 30, 2018. As of July 31, 2018, the Company had $4.4 million of outstanding borrowings and $0.1 million of unused borrowing capacity. Any borrowings on the unused borrowing capacity are at the discretion of CNH.

• The Company owes $11.9 million at June 30, 2018, under the Term Loan, the August 2017 Term Loan, the May 2018 Term Loan and the Fifth Amendment Term Loan with SWK (collectively, the “SWK Term Loans”), which was used to fund the Merger and working capital. In addition, at June 30, 2018, the Company owes $1.9 million to Century Equity Partners. See Note 8 to the condensed consolidated financial statements for the Subordinated Promissory Note issued in connection with the Merger.

• All principal and accrued interest on the Sixth Amendment Term Loan with a principal balance of $0.8 million, the Fifth Amendment Term Loan with a principal balance of 5.0 million, the August 2017 Term Loan with a principal balance of $1.75 million, and the May 2018 Term Loan with a principal balance of $1.5 million will be due and payable on September 4, 2018. As a result of the cross-default clause with CNH, the Company also entered into the Forbearance Agreement through August 31, 2018 with CNH with respect to defaults under the 2016 Credit and Security Agreement. If the Company is unable to negotiate forbearance agreements beyond August 31, 2018, raise sufficient capital to repay the facilities, or replace the facilities with new debt facilities, the defaults could have a material adverse impact on our business. For additional information regarding the 2016 Credit and Security Agreement, the A&R Credit Agreement, and the related covenants, refer to Note 8 to the condensed consolidated financial statements.

•     The debt agreements with CNH and SWK described above contain certain financial covenants, including various affirmative and negative covenants including minimum aggregate revenue, adjusted EBITDA, and consolidated unencumbered liquid assets requirements, which the Company did not comply with as of June 30, 2018 but which are subject to the forbearance under the Fifth Amendment and the Forbearance Agreement. The Fifth Amendment with SWK contains additional covenants as disclosed in Note 8 which the Company is currently in compliance with.

• Pursuant to both the Fifth Amendment and the Forbearance Agreement, the Company must use reasonable best efforts to identify potential acquirers or investors and to effectuate a transaction that results in a sale, merger, acquisition, or similar material investment in the Company as imminently as reasonably possible (the “Transaction”) and is required to engage an investment banker acceptable to SWK to advise and represent the Company with respect to the Transaction. On May 10, 2018, the Company engaged Raymond James in fulfillment of the requirement to engage an acceptable investment banker.

• There is an increased risk of losing key managerial and operational personnel as we seek to remedy our going concern and liquidity problems and pursue a Transaction.

• We have contractual obligations related to operating leases for our two locations in Olathe, KS, and East Greenwich, RI, capital leases obtained in the Merger and employment contracts which could adversely affect liquidity. Refer to Note 9 to the condensed consolidated financial statements.

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Management's plans

The Company expects to continue to monitor its liquidity carefully, work to reduce this uncertainty, and address its cash needs through a combination of one or more of the following actions:

• The Company appointed a Chief Restructuring Officer ("CRO"). Under the leadership of the CRO, the Company has established a working capital plan and plans to address the Company’s balance sheet surrounding both the secured and unsecured creditors, operating expense structure and overall strategies in an effort to resolve this going concern assessment. Under the restructuring plan, the Company will consider all available options for strengthening its balance sheet through acquisitions and divestitures, capital-raising activities, and restructuring existing obligations, while continuing to manage its past due payables. The initial plans developed by the CRO continue to evolve as the Transaction process and the Company’s business operations progress over time. During the CRO’s tenure, the executive officers will continue to report to the CRO.

• The CRO is also working with the management team and Raymond James to seek to implement the Transaction required under the Fifth Amendment and Forbearance Agreement and to maximize the enterprise value of the Transaction as the Company continues its current operations. The form the Transaction might take, if a Transaction is successfully negotiated and consummated, has not yet been determined but could involve a merger, a stock sale, an asset sale, a sale under Article 9 of the Uniform Commercial Code, a sale under Section 363 of the Bankruptcy Code, or some variation or combination of the foregoing.

• The Company is undertaking efforts, including providing additional incentive-based compensation, to retain its key personnel as it seeks a Transaction to satisfy the requirements of the Fifth Amendment and the Forbearance Agreement.

• The Company executed forbearance agreements with both of its secured lenders through August 31, 2018 and will continue to work with its lenders in securing a longer period forbearance agreement, although to date nothing has been formally agreed upon and the Company may be unable to complete such an extended forbearance agreement.

• Pursuant to the Fourth, Fifth and Sixth Amendments SWK has agreed to lend an additional $7.3 million to the Company. The lender will provide the Company advances under this agreement as long as the Company is in compliance with the additional covenants set forth in the Fifth Amendment (see Note 8). As of June 30, 2018, the Company has received advances totaling $3.6 million under these amendments. The Company may seek additional bridge financing as necessary to implement its business plan during the Transaction process.

• The Company will continue to aggressively seek new and return business from our existing customers and expand our presence in the health and wellness marketplace. The Company will also evaluate the overall profitability of our existing customer contracts and attempt to address underperforming business through price increases, cost savings or termination of services or a combination thereof.

• The Company will continue to analyze and implement further cost reduction initiatives and efficiency improvements (see Note 9 to the condensed consolidated financial statements). In March 2018, the Company reorganized several departments which resulted in headcount reductions and additional savings.

Management's assessment and conclusion

Considering the Company's recent history of liquidity challenges, the Company has evaluated its plans described above to determine the likelihood that they will be effectively implemented and, if so, the likelihood that they will alleviate or mitigate the conditions and events that raise substantial doubt about the Company's ability to continue as a going concern.  Successful implementation of these plans involves both the Company's efforts and factors that are outside its control, such as its ability to effectuate a Transaction, attract and retain new and existing customers and to negotiate suitable terms with vendors and financing sources.  As a result, the Company can give no assurance that its plans will be effectively implemented in such a way that they will sufficiently alleviate or mitigate the conditions and events noted above, which results in substantial doubt about the Company's ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued.

The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

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Note 3: Merger

On May 11, 2017, the Company closed the Merger contemplated by the Merger Agreement by and among the Company, Piper Merger Corp., PHS, and Wellness Holdings, LLC. PHS was the surviving entity in the Merger, as a result of which it became a wholly-owned subsidiary of the Company. As Merger consideration, the Company issued 10,448,849 shares to the PHS equity holders (the “Former PHS Owners”). The Former PHS Owners now hold approximately 47% of the Company’s approximately26.8 millionoutstanding shares of common stock as of June 30, 2018. During the three and six months ended June 30, 2018, there were no transaction costs associated with the Merger. During the three and six months ended June 30, 2017, the Company recorded $1.6 million and $2.3 million, respectively, of transaction costs in connection with the Merger in the condensed consolidated statement of operations.

The Company expects the Merger to increase the scale of the Company, improving gross margins due to combined revenues and combined operations which will produce operational synergies by reducing fixed costs, which is the basis for the Merger and comprises the resulting goodwill recorded. While the Company expects its financial condition to improve after the Merger, PHS has a history of operating losses as well, and the Company has incurred significant costs and additional debt for the transaction.

In order to provide additional working capital for the consolidated Company after the Merger, the Company entered into the A&R Credit Agreement with SWK which increased the principal balance under the existing Term Loan from $3.7 million to $6.5 million and provided the $2.0 million Seasonal Facility. The Company also entered into the Third Amendment with CNH to expand the Company's revolving credit facility from $7.0 million to $10.0 million with an accordion to $15.0 million during high-volume months. See Note 8 to the condensed consolidated financial statements for further discussion of the debt and warrants issued in connection with the Merger.

The Company allocated the purchase price to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The allocation of the purchase price was based on management's estimates and assumptions at the time of acquisition. As of December 31, 2017, the Company has made adjustments to certain accrued expenses, subordinated debt discount, and tax balances during the measurement period, resulting in a $1.6 million increase in goodwill. As disclosed in Note 1, during the quarter ended June 30, 2018, the Company made an adjustment of $0.1 million out-of-period to increase goodwill related to a tax adjustment of the acquired valuation allowance of PHS.

The allocation of purchase price is as follows:

(in thousands)	December 31, 2017
Cash	$	1,936
Accounts receivable	3,128
Inventory and other assets	1,209
Fixed assets	1,041
Technology	4,200
Customer relationships	3,400
Trade name/trademark	200
Non-compete agreements	10
Goodwill	8,126
Accounts payable	(2,945		)
Accrued expenses and other liabilities	(6,789		)
Line of credit	(4,684		)
Capital leases	(334		)
Deferred revenue	(200		)
Subordinated promissory note	(1,917		)
Subordinated promissory note, discount	411
Purchase Price	$	6,792

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Intangible assets acquired include existing technologies including a customer-facing wellness portal, customer relationships, trade name/trademark, and an executive non-compete agreement. The fair value assessment of the acquired assets and liabilities utilized Level 3 inputs. The method used to determine the fair value of the intangible assets acquired and their estimated useful lives are as follows:

Intangible Asset	Fair Value Method	Estimated Useful Life
Portal (Technology)	Income Approach, Relief from Royalty	6 years
Customer relationships	Income Approach, Multi-Period Excess Earnings	8 years
Trade name/trademark	Income Approach, Relief from Royalty	9 months
Non-compete agreements	Income Approach Lost Profits Method	1 year

Amortization is expected to be recorded on a straight-line basis over the estimated useful life of the asset. The Company recorded amortization expense of $0.3 million and $0.6 million during the three and six months ended June 30, 2018, respectively, related to the intangible assets acquired in the Merger, of which $0.2 million is recorded as a component of cost of operations and $0.1 million is recorded as a component of selling, general and administrative expenses. The goodwill of $8.1 million was recorded in one reporting unit as the Company does not report segments and is expected to be deductible for tax purposes.

The condensed consolidated statement of operations for the three and six months ended June 30, 2018, includes revenue of $4.1 million and $9.6 million, respectively, attributable to PHS compared to $1.9 million for the three and six months ended June 30, 2017 since the Merger date of May 11, 2017. Disclosure of the earnings contribution from the PHS business is not practicable, as the Company has already integrated operations in many areas.

The following table provides unaudited pro forma results of operations for the three and six months ended June 30, 2017,as if the Merger had been completed on the first day of the Company's 2017 fiscal year.

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
(in thousands)				(Proforma)						(Proforma)
Revenues	$	10,275		$	10,884		$	21,610		$	24,034
Loss from continuing operations	$	(5,077	)	$	(5,873	)	$	(10,271	)	$	(11,680	)

These pro forma results are based on estimates and assumptions, which the Company believes are reasonable. They are not the results that would have been realized had the Company been a combined company during the periods presented, nor are they indicative of the consolidated results of operations in future periods, as they do not reflect the operational synergies expected to be achieved by reducing fixed costs by combining operations. Pro forma results for the three and six months ended June 30, 2017, include immaterial pre-tax adjustments for net amortization of intangible assets and the addition of transaction costs of $2.1 million and $3.3 million, respectively.

Note 4: Loss Per Share

Basic loss per share equals net loss divided by the weighted average common shares outstanding during the period.  Diluted loss per share equals net loss divided by the sum of the weighted average common shares outstanding during the period plus dilutive common stock equivalents. The calculation of loss per common share on a basic and diluted basis was the same for the three and six months ended June 30, 2018 and 2017, because the inclusion of dilutive common stock equivalents - the A&R Warrant (1,317,289 shares), the 10% Warrant (326,052 shares), the 2017 Private Offering Warrants (2,187,500 shares), and the August Warrant (450,000 shares) (all as defined in Note 8 to the condensed consolidated financial statements), would have been anti-dilutive for all periods presented. The Company has granted options to purchase shares of the Company's common stock through employee stock plans with the weighted average options outstanding as of June 30, 2018 and 2017, of 2,512,860 and 938,062, respectively, all of which were outstanding as of June 30, 2018, but are anti-dilutive because the Company is in a net loss position.

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Note 5: Share-Based Compensation

EmployeeShare-Based Compensation Plans - On May 29, 2008, the Company's shareholders approved the 2008 Omnibus Employee Incentive Plan (the "2008 Plan") providing for the grant of stock options, stock appreciation rights, non-vested stock, and performance shares. The 2008 Plan provides for the issuance of an aggregate of 333,333 shares. There were no options for the purchase of shares granted under the 2008 Plan during the three and six months ended June 30, 2018, or the three and six months ended June 30, 2017. As of June 30, 2018, 154,141 shares remain available for grant under the 2008 Plan.

On May 24, 2011, the Company's shareholders approved the 2011 Omnibus Employee Incentive Plan (as subsequently amended and restated (the "2011 Plan"), providing for the grant of stock options and non-vested stock awards. The 2011 Plan provides for the issuance of an aggregate of 3,650,000 shares. During the three and six months ended June 30, 2018, the Company granted 110,000 and 235,000, respectively, options for the purchase of shares under the 2011 Plan. During the three months ended June 30, 2017, the Company granted 2,075,000 options for the purchase of shares granted under the 2011 Plan conditioned on shareholder approval which was granted at the August 10, 2017, annual meeting of the Company’s shareholders of a proposed increase in the number of shares subject to issuance under the 2011 Plan. For the three and six months ended June 30, 2018, the Company granted no stock awards under the 2011 Plan, and during the six-month period ended June 30, 2017, the Company granted a total of 19,800 stock awards under the 2011 Plan to non-employee Board of Directors that immediately vested. As of June 30, 2018, 592,893 shares remained available for grant under the 2011 Plan.

Options under the 2008 and 2011 Plans are granted at fair value on the date of grant, are exercisable in accordance with various vesting schedules specified in the individual grant agreements and have contractual lives of 10 years from the date of grant.

The fair value of the stock options granted during the three and six months ended June 30, 2018, was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	Three months ended	Six months ended
	June 30, 2018	June 30, 2018
Expected life (years)	4.0	3.9
Expected volatility	91.3%	90.5%
Expected dividend yield	—%	—%
Risk-free interest rate	2.4%	2.4%
Weighted average fair value of options granted during the period	$0.30	$0.29

The following table summarizes stock option activity for the six-month period ended June 30, 2018:

	Number of Options		Weighted Average Exercise Price Per Option		Weighted Average remaining Contractual Life (years)	Aggregate Intrinsic Value (in thousands)
Outstanding balance at December 31, 2017	2,577,860		$	1.17
Granted	235,000		0.65
Forfeited and Expired	(300,000	)	0.93
Outstanding balance at June 30, 2018	2,512,860		$	1.15	8.8	$0
Options exercisable at June 30, 2018	1,247,489		$	1.62	8.4	$0

There were no options exercised during the six-month periods ended June 30, 2018 and 2017. Options for the purchase of an aggregate of 220,989 shares of common stock vested during the six-month period ended June 30, 2018, and the aggregate fair value at grant date of these options was $0.2 million. As of June 30, 2018, there was approximately $0.4 million of total unrecognized compensation cost related to stock options. The cost is expected to be recognized over a weighted average period of 3.1 years.

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The Company recorded $0.1 million of share-based compensation expense in selling, general and administrative expenses for the three and six-month periods ended June 30, 2018. During the three and six-month periods ended June 30, 2017, the Company recorded $0.1 million and $0.2 million, respectively, of share-based compensation expense in selling, general and administrative expenses.

Note 6: Inventories

Included in inventories at June 30, 2018, and December 31, 2017, are $0.3 million and $0.5 million, respectively, of finished goods and $0.4 million and $0.5 million, respectively, of components.

Note 7: Goodwill and Other Intangible Assets

The Company recorded goodwill of $8.9 million as of June 30, 2018, and December 31, 2017.

Intangible assets subject to amortization are amortized on a straight-line basis, with the estimated useful life for the wellness portal and customer relationships as 4 - 6 years and 8 years, respectively. Intangible assets are summarized in the table below:

	June 30, 2018						December 31, 2017
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, net		Gross Carrying Amount		Accumulated Amortization		Intangible Assets, net
Portal	$	8,351	$	4,125	$	4,226	$	8,351	$	3,256	$	5,095
Customer relationships	5,497		1,325		4,172		5,497		981		4,516
Trade name/trademark	200		200		—		200		171		29
Non-compete agreements	10		10		—		10		6		4
Total	$	14,058	$	5,660	$	8,398	$	14,058	$	4,414	$	9,644

Amortization expense for the three-month periods ended June 30, 2018 and 2017, was $0.6 million and $0.5 million, respectively, and $1.2 million and $0.8 million for the six-month periods ended June 30, 2018 and 2017, respectively.

Impairment Considerations

The Company has both current period operating and cash flow losses along with a history of operating and cash flow losses as described in Note 2 - Liquidity and Going Concern Assessment. The process of an impairment test is to identify any potential impairment by comparing the carrying value of a reporting unit including goodwill and its fair value. In 2017, the Company utilized an undiscounted cash flow methodology based on the projections for the asset group from 2018 through 2025 to test for recoverability. For the period ended June 30, 2018, given the potential sale transaction described in Note 2, the Company reduced the undiscounted cash flows to reflect the potential disposal of the asset group during 2018. The carrying amount of an asset group is considered recoverable if the total undiscounted future cash flows from the asset group are greater than the carrying amount of the asset group. We evaluated only the future cash flows that are directly associated with and expected to arise as a direct result of the use of the asset group and its eventual disposition. These cash flow estimates excluded cash outflows for interest and were determined on a pre-tax basis. Based on our analysis it was determined that the undiscounted cash flows from the use and estimated proceeds from the disposition of the asset group were greater than the $1.8 million carrying amount and the asset group would therefore not be considered impaired.

During the fourth fiscal quarter of 2017, prior to our annual testing of goodwill, the Company adopted ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment", which requires entities to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for any amount by which the carrying amount exceeds the reporting unit’s fair value, to the extent that the loss recognized does not exceed the amount of goodwill allocated to that reporting unit. As previously disclosed, the Company has a single reporting unit, inclusive of $8.9 million of goodwill. The Company used the equity premise in assigning assets and liabilities to a reporting unit to determine its carrying value, which resulted in a stockholders’ deficit balance of $6.9 million as of December 31, 2017. The fair value of the Company is based on its market capitalization using outstanding shares and the closing stock price as of December 31, 2017 and June 30, 2018, which resulted in positive fair value of over $11 million and $1 million, respectively. Therefore, the fair value of the reporting unit is greater than the carrying amount, and goodwill is not considered to be impaired at June 30, 2018.

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Note 8: Debt

The following table summarizes the Company's outstanding debt:

(in thousands)	June 30, 2018			December 31, 2017
2016 Credit and Security Agreement	$	5,766		$	10,015
Term Loans	11,860			8,500
Discount on Term Loans	(467		)	(631		)
Unamortized debt issuance costs related to Term Loans	(174		)	(220		)
Subordinated Promissory Note, net	1,575			1,543
Capital Leases	23			107
Total debt	18,583			19,314
Short-term portion	(18,583		)	(19,314		)
Total long-term debt	$	—		$	—

The following table summarizes the components of interest expense:

	Three Months Ended					Six months ended
	June 30,					June 30,
(in thousands)	2018			2017		2018			2017
Interest expense on Term Loans (effective interest rate at June 30, 2018 and 2017 was 31% and 15%, respectively)	$	458		$	179	$	807		$	317
Interest expense on 2016 Credit and Security Agreement	174			117		347			198
Interest expense on Subordinated Promissory Note	39			23		78			23
Interest expense on Seasonal Facility	—			23		—			23
Interest expense on Capital Leases	—			2		5			2
Interest expense, other	—			2		—			2
Accretion of termination fees (over term of Term Loan at rate of 8%)	49			98		160			140
Amortization of debt issuance costs	77			79		152			219
Amortization of debt discount associated with SWK Warrants #1 and #2 (defined below)	87			170		164			537
Amortization of Subordinated Promissory Note Discount	17			—		32			—
Mark to market of SWK Warrant #2 (defined below)	(122		)	—		(80		)	—
Total	$	779		$	693	$	1,665		$	1,461

Credit Facilities

As of June 30, 2018, the Company had two primary credit facilities the 2016 Credit and Security Agreement with CNH and the A&R Credit Agreement with SWK. The 2016 Credit and Security Agreement provides us with a revolving credit facility, the proceeds of which are to be used for general working capital purposes and capital expenditures. The A&R Credit Agreement with SWK provides us with additional working capital with a $6.5 million term loan and two overdraft lines of $2.0 million each, one being the Seasonal Facility which is available to us throughout the year subject to certain conditions, and the second one, the 2017 August Term Loan, which was put in place in August 2017. Pursuant to the Fourth and Fifth Amendments, SWK has agreed to lend the Company an additional $1.5 million and $5.0 million, respectively.

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2016 Credit and Security Agreement

On April 29, 2016, the Company entered into the 2016 Credit and Security Agreement with CNH, as amended. The 2016 Credit and Security Agreement provides the Company with a revolving credit facility, the proceeds of which are to be used for general working capital purposes and capital expenditures. The 2016 Credit and Security Agreement replaced the 2013 Loan and Security Agreement, eliminating the requirement of the Company to issue SWK Warrant #2 (as defined below) for the purchase of common stock valued at $1.25 million to SWK, the holder of the Company’s Credit Agreement.

In connection with the Merger, the Company entered into the Third Amendment, which expanded the Company's revolving credit facility from $7.0 million to $10.0 million with an accordion to $15.0 million during high-volume months, at the discretion of CNH. The Company evaluated the application of ASC 470-50 and ASC 470-60 for the Third Amendment and concluded that the transaction should be accounted for as a debt modification. CNH makes cash advances to the Company in an aggregate principal amount outstanding at any one time not to exceed the maximum borrowing capacity, subject to certain loan balance limits based on the value of the Company’s eligible collateral (the “Revolving Loan Commitment Amount”). The 2016 Credit and Security Agreement has a term of three years, expiring on April 29, 2019.

As of June 30, 2018, the Company had $5.8 million of outstanding borrowings under the 2016 Credit and Security Agreement, with no available borrowing capacity. As of July 31, 2018, the Company had $4.4 million of outstanding borrowings and $0.1 million of unused borrowing capacity. Any borrowings on the unused borrowing capacity are at the discretion of CNH. Immediately following the Merger, the Company paid off PHS's outstanding line of credit balance, noted in the purchase price allocation in Note 3 to the condensed consolidated financial statements, of $4.7 million.

Borrowings under the 2016 Credit and Security Agreement bear interest at a fluctuating rate that when annualized is equal to the Prime Rate plus 4.5%, subject to increase in the event of a default. The Company paid CNH a $0.1 million facility fee, and monthly, CNH will receive an unused line fee equal to one-half of one percent (0.5%) per annum of the difference derived by subtracting (i) the greater of (x) the average daily outstanding balance under the Revolving Facility during the preceding month and (y) the Minimum Balance, from (ii) the Revolving Loan Commitment Amount and also a collateral management fee equal to one-half of one percent (0.5%) per annum of the Revolving Loan Commitment Amount. In connection with the Third Amendment, the Company paid fees of $0.1 million to CNH that were capitalized in Other Assets. As of June 30, 2018, the remaining balance in debt issuance costs recorded in Other Assets on the condensed consolidated balance sheet was $0.2 million.

Borrowings under the 2016 Credit and Security Agreement are secured by a security interest in all existing and after-acquired property of the Company, including, but not limited to, its receivables (which are subject to a lockbox account arrangement), inventory, and equipment.

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The Third Amendment revised the previous covenants and contains customary representations and warranties and various affirmative and negative covenants including minimum aggregate revenue, adjusted EBITDA, and consolidated unencumbered liquid assets requirements. Noncompliance with these covenants constitutes an event of default. The covenants are summarized in the tables below and are on a pro forma basis as if the Merger with PHS happened as of April 1, 2017:

(in thousands)	Minimum Aggregate Revenue (LTM) as of the end of:
Months Ending	Twelve	Twelve	Twelve	Twelve
Period Ended	June 30, 2018	September 30, 2018	December 31, 2018	each fiscal quarter thereafter
	$70,000	$71,000	$74,000	$75,000
	Minimum Adjusted EBITDA as of the end of:
Months Ending	Twelve	Twelve	Twelve	Twelve
Period Ended	June 30, 2018	September 30, 2018	December 31, 2018	each fiscal quarter thereafter
	$5,200	$6,000	$8,000	$9,000
	Minimum Consolidated Unencumbered Liquid Assets as of:
	The end of each fiscal quarter
	$1,000

The Company was not in compliance with the covenants as of June 30, 2018, and was in default, which enables its lenders to accelerate the repayment of all amounts outstanding and exercise remedies with respect to collateral. Due to the covenant violations, the debt has been classified as short term on the condensed consolidated balance sheet as of June 30, 2018. On June 1, 2018, the Company entered into a Forbearance Agreement and Amendment to Credit and Security Agreement with CNH. CNH has provided a forbearance through August 31, 2018, with respect to the Company’s outstanding covenant defaults subject to the same covenants as set forth in the Fifth Amendment with SWK.

A&R Credit Agreement

In order to fund the acquisition of Accountable Health Solutions in 2015, the Company entered into the Credit Agreement with SWK on April 17, 2015, as amended on February 25, 2016, March 28, 2016, August 15, 2016, and November 15, 2016. The Credit Agreement provided the Company with a $5.0 million Term Loan. In order to provide additional working capital for the consolidated Company after the Merger, the Company entered into the A&R Credit Agreement with SWK which increased the Term Loan balance from $3.7 million to $6.5 million on May 11, 2017. The A&R Credit Agreement provides the Company a principal repayment holiday until February 2019.  Interest, fees, costs, and expenses are payable quarterly beginning in the third quarter of 2017.  All mandatory payments of principal, interest, fees, costs, and expenses are determined by the revenue-based formula that has been in effect since the original Credit Agreement.  Principal payments, once they begin, are capped at $0.5 million per quarter. The Company will be required to make the quarterly revenue-based payments in an amount equal to fifteen percent (15.0%) of yearly aggregate revenue up to and including $20 million plus ten percent (10%) of yearly aggregate revenue greater than $20 million less any revenue-based payments made in prior quarters in the same fiscal year. The Company evaluated the application of ASC 470-50 and ASC 470-60 for the A&R Credit Agreement and concluded that the revised terms did constitute a troubled debt restructuring ("TDR"), and thus has expensed all direct costs in the period in which they were incurred, discussed further below.

The outstanding principal balance under the A&R 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 twelve-and-a-half percent (12.5%) and is due and payable quarterly, in arrears, commencing in the third quarter of 2017. Upon the earlier of (a) the maturity date on May 11, 2021, 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 A&R 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. In connection with the A&R Credit Agreement, the Company paid a $97,500 origination fee to SWK and $150,000 of legal fees, which per the TDR guidance noted above were recorded as transaction costs in 2017. The Company was also required to pay the $0.4 million exit fee from the original Credit Agreement to SWK at the time of the Merger.

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In addition, SWK is providing a $2.0 million seasonal revolving credit facility (the "Seasonal Facility"), which was guaranteed by the parent company of one of the Former PHS Owners, Century Focused Fund III, LP (“Century”). In exchange for Century’s guaranty of the Seasonal Facility pursuant to a Limited Guaranty Agreement dated May 11, 2017, among Century, SWK and the Company (the “Century Guaranty”), the Company issued to WH-HH Blocker, Inc., a subsidiary of Century (“WH-HH Blocker”), a Common Stock Purchase Warrant to purchase 326,052 shares of Common Stock, with a strike price of $0.6134 per share (the “10% Warrant”). If the guaranty is called, the Company would issue to WH-HH Blocker an additional Common Stock Purchase Warrant to purchase 2,934,468 shares of Common Stock, with a strike price of $0.6134 per share (the “90% Contingent Warrant”) (together with the 10% Warrant, the "Century Warrants"). The Century Warrants will be exercisable for seven years and will each have a strike price equal to the average trading price used to determine the number of shares subject to such warrant. The 10% Warrant will not be exercisable during the first year after closing of the Merger. The 10% Warrant was issued by the Company in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, and Rule 506 thereunder. Pursuant to a Credit Agreement Side Letter between the Company and Century executed on May 11, 2017 (the “Side Letter”), the Company is also obligated, if it fails to pay the amount outstanding under the Seasonal Facility by November 30 each year to SWK, regardless if the Century Guaranty is called by SWK, to pay interest to Century at an annual rate of 25% on the outstanding balance from November 30 until the outstanding balance under the Seasonal Facility is paid in full to SWK. As noted above, as the modification of the Term Loan was treated as a TDR, the Century Warrants issued as part of the TDR were treated similarly to the cash transaction costs discussed above and thus the fair value of the Century Warrants was recorded as transaction costs in the three-month period ended March 31, 2018. The Century Warrants are being accounted for as derivatives and thus will be re-measured at fair value at each reporting date with the change in fair value reflected in earnings. The Company valued the Century Warrants using the Black-Scholes pricing model, which utilizes Level 3 Inputs. The Company utilized volatility of 80.6%, a risk-free rate of 2.22%, dividend rate of zero, and term of 7 years, which is consistent with the exercise period of the Century Warrants.

To fulfill a condition of the A&R Credit Agreement, the Company issued 4,375,000 shares of its common stock to various investors in a private offering for an aggregate purchase price of $3.4 million, net of issuance costs, between February 1, 2017 and May 11, 2017 (the "2017 Private Offering"). These shares were sold at a purchase price of $0.80 per share plus one-half warrant per share with a strike price of $1.35 per share. Warrants to purchase up to an additional 2,187,500 shares of common stock were issued (the "2017 Private Offering Warrants"). The 2017 Private Offering Warrants are exercisable for a period of four years from the date of issuance but are not exercisable during the first six months after closing of the 2017 Private Offering.

In connection with the execution of the Credit Agreement in 2015, the Company issued SWK a warrant (the "SWK Warrant #1") to purchase 543,479 shares of the Company’s common stock. As part of the conditions in the Third Amendment to Credit Agreement and Limited Waiver and Forbearance (the “Third SWK Amendment”) dated August 15, 2016, the Company modified the exercise price of the SWK Warrant #1 to $1.30 per share, recording the change in fair value of the SWK Warrant #1 of $0.3 million in accumulated paid-in capital in the condensed consolidated balance sheet. The warrant was considered equity classified, and as such, the Company allocated the proceeds from the Term Loan to the warrant using the relative fair value method. Further, pursuant to the Credit Agreement, if the 2013 Loan and Security Agreement was not repaid in full and terminated, and all liens securing the 2013 Loan and Security Agreement were not released, on or prior to April 30, 2016, as amended in the First Amendment to the Credit Agreement dated February 25, 2016, the Company agreed to issue an additional warrant (“SWK Warrant #2”) to SWK to purchase common stock valued at $1.25 million, with an exercise price of the closing price on April 30, 2016. In accordance with the relevant accounting guidance, SWK Warrant #2 was determined to be an embedded derivative. The fair value of both of the SWK warrants at the inception of the Credit Agreement of approximately $3.6 million was recorded as a debt discount and has been amortized through interest expense over the term of the Credit Agreement using the effective interest method. In accordance with the relevant accounting guidance for a TDR, the debt discount is now being amortized through expense over the revised term of the A&R Credit Agreement. The Company valued both warrants using the Black-Scholes pricing model, which utilizes Level 3 Inputs. For SWK Warrant #1, the Company utilized volatility of 85.0%, a risk-free rate of 1.4%, dividend rate of zero, and term of 7 years, which is consistent with the exercise period of the Warrant. For the SWK Warrant #2, the Company utilized volatility of 80.0%, a risk-free rate of 2.1%, dividend rate of zero, and a term of 7 years, which is consistent with the exercise period of the warrant. The requirement of the Company to issue the SWK Warrant #2 was eliminated when the Company entered into the 2016 Credit and Security Agreement with CNH, which is discussed further above.

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In connection with the execution of the A&R Credit Agreement, the Company issued to SWK a Second Amended and Restated Closing Date Warrant (the “A&R Warrant”) to replace SWK Warrant #1 to purchase 543,479 shares of the Company’s common stock. The A&R Warrant is exercisable on a cashless basis. The exercise price of the warrant is subject to customary adjustment provisions for stock splits, stock dividends, recapitalizations and the like. The warrant grants the holder certain piggyback registration rights. The A&R Warrant will be exercisable for seven years, and upon exercise, the total number of shares of the Company’s common stock to be issued to SWK will be approximately 1.3 million at a strike price of $0.84 per share. The A&R Warrant is being issued by the Company in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 thereunder. As noted above, as the modification of the Term Loan was treated as a TDR, the A&R Warrant issued as part of the TDR was treated similarly to the cash transaction costs discussed above and thus the change in the fair value of SWK Warrant #1 and the A&R Warrant was recorded as a transaction cost at the time of the Merger. The Company valued the A&R Warrant using the Black-Scholes pricing model, which utilizes Level 3 Inputs. The Company utilized volatility of 80.6%, a risk-free rate of 2.22%, dividend rate of zero, and a term of 7 years, which is consistent with the exercise period of the A&R Warrant.

On August 8, 2017, the Company entered into the First Amendment that provides for an additional $2.0 million term loan (the “August 2017 Term Loan”). The Company was originally required to repay the August 2017 Term Loan by February 1, 2018 but that date has been extended to June 1, 2018. In consideration for the First Amendment, the Company issued a new warrant (the “August Warrant” (together with SWK Warrant #1, SWK Warrant #2, and the A&R Warrant, the "SWK Warrants") for SWK to purchase up to 450,000 shares of the Company’s common stock for a strike price of $0.80 per share, paid a fee of $0.03 million, and will pay an exit fee of $0.14 million if the August 2017 Term Loan is repaid by November 30, 2017, or $0.28 million if it is repaid later. The warrant was considered equity classified, and as such, the Company allocated the proceeds from the August 2017 Term Loan to the warrant using the relative fair value method. The fair value of the August Warrant at the inception of the First Amendment of approximately $0.2 million was recorded as a debt discount and will be amortized through interest expense over the term of the A&R Credit Agreement using the effective interest method. The Company valued the August Warrant using the Black-Scholes pricing model, which utilizes Level 3 Inputs. The Company utilized volatility of 79.3%, a risk-free rate of 2.1%, a dividend rate of zero, and a term of 7 years, which is consistent with the exercise period of the August Warrant. The warrant was being issued by the Company in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506 thereunder.

The A&R Credit Agreement revised the previous covenants and contains customary representations and warranties and various affirmative and negative covenants including minimum aggregate revenue, adjusted EBITDA, and consolidated unencumbered liquid assets requirements. Additional covenants have been subsequently adopted as disclosed in Note 13. Noncompliance with these covenants constitutes an event of default. The covenants are summarized in the tables below and are on a pro forma basis as if the Merger with PHS happened as of April 1, 2017:

(in thousands)	Minimum Aggregate Revenue (LTM) as of the end of:
Months Ending	Twelve	Twelve	Twelve	Twelve
Period Ended	June 30, 2018	September 30, 2018	December 31, 2018	each fiscal quarter thereafter
	$70,000	$71,000	$74,000	$75,000
	Minimum Adjusted EBITDA as of the end of:
Months Ending	Twelve	Twelve	Twelve	Twelve
Period Ended	June 30, 2018	September 30, 2018	December 31, 2018	each fiscal quarter thereafter
	$5,200	$6,000	$8,000	$9,000
	Minimum Consolidated Unencumbered Liquid Assets as of:
	The end of each fiscal quarter
	$1,000

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The Company was not in compliance with the covenants under the A&R Credit Agreement as of June 30, 2018, and on March 15, 2018, the Company did not make its $0.25 million payment; therefore, is in default. This enables the lenders to accelerate the repayment of all amounts outstanding and exercise remedies with respect to collateral, but subsequent to March 31, 2018 the lenders have agreed to forbear from enforcing these rights until August 31, 2018. Due to the covenant violations, the debt has been classified as short term on the condensed consolidated balance sheet as of June 30, 2018.

On May 10, 2018, the Company entered into a Fourth Amendment (together with related agreements and documents, the “Fourth Amendment”) to the A&R Credit Agreement dated as of May 11, 2017 (as amended, the “Credit Agreement”), by and between the Company and SWK. Pursuant to the Fourth Amendment, SWK has agreed to lend an additional $1.5 million (the “May 2018 Term Loan”) to the Company.

On June 1, 2018, the Company entered into a Fifth Amendment (together with related agreements and documents, the “Fifth Amendment”) to the Amended and Restated Credit Agreement dated as of May 11, 2017 (as amended, the “Credit Agreement”), by and between the Company and SWK.

The Fifth Amendment provides the Company a forbearance period that runs through August 31, 2018 with respect to the Company’s outstanding payment and covenant defaults under the Credit Agreement. SWK’s forbearance agreement is conditioned on the Company’s compliance with the following covenants, which the Company is currently in compliance with:

• The Company must provide periodic cash flow forecasts to SWK.

• The Company’s actual expenses must not exceed budgeted amounts by more than 15%.

• The Company must use reasonable best efforts to identify potential acquirers or investors and to effectuate a transaction that results in a merger, acquisition, or similar material investment in the Company as imminently as reasonably possible (the “Transaction”).

• The Company must continue to engage Raymond James as its financial adviser to advise and represent the Company with respect to the Transaction and must meet or exceed the milestones and deadlines established by Raymond James from time to time with respect to the Transaction.

Pursuant to the Fifth Amendment, SWK has agreed to lend an additional $5.0 million (the “Fifth Amendment Term Loan”) to the Company. All principal and accrued interest on the Fifth Amendment Term Loan, the August 2017 Term Loan with a principal balance of $1.75 million, and the May 2018 Term Loan with a principal balance of $1.5 million will be due and payable on September 4, 2018. The other terms and conditions of the Fifth Amendment Term Loan, the May 2018 Term Loan, and the August 2017 Term Loan are the same as those applicable to the primary term loan advanced by SWK to the Company under the Credit Agreement.

Borrowings under the A&R Credit Agreement are secured by a security interest in all existing and after our acquired property, including PHS, including, but not limited to, its receivables (which are subject to a lockbox account arrangement), inventory and equipment.

The A&R 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 2016 Credit and Security Agreement and the Company fails to make payments to CNH when due or if CNH is entitled to accelerate the maturity of debt in response to a default situation under the 2016 Credit and Security Agreement, which may include violation of any financial covenants.

Subordinated Promissory Note

Century invested $2.5 million in PHS prior to the Merger in the form of subordinated, convertible debt bearing interest at 8.25%. Immediately prior to closing of the Merger, approximately $0.4 million of the balance of the note converted to equity in PHS. Subject to a net debt calculation in the Merger Agreement, which included a post-closing true-up, the remaining approximately $1.9 million remained outstanding as subordinated debt (not convertible anymore) of PHS to Century pursuant to the Subordinated Promissory Note dated May 11, 2017 (the “Subordinated Promissory Note”). As noted in Note 3 to the condensed consolidated financial statements, the Subordinated Promissory Note was part of the PHS purchase price allocation and is recorded in short-term liabilities on the condensed consolidated balance sheet as of June 30, 2018.

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The unpaid principal balance of the Subordinated Promissory Note is due on May 11, 2022, or if earlier, the date on which the Term Loan to SWK and the 2016 Credit and Security Agreement with CNH is discharged, repaid, refinanced or otherwise satisfied (the "Maturity Date"). The Subordinated Promissory Note bears interest at annual rate of 8.25%. Interest shall accrue daily and be paid in full on the Maturity Date; provided that a minimum amount of interest equal to the “Tax Distribution” shall be paid on or before March 31 of each year. “Tax Distribution” means 40% of the accrued interest for the most recently completed calendar year. The Subordinated Promissory Note is subordinated to the Term Loan with SWK and the 2016 Credit and Security Agreement with CNH, pursuant to the terms outlined in the Subordinated Promissory Note. This debt is subject to acceleration in the event of default. This acceleration can be the result of the Company’s default with the CNH and SWK debt agreements if CNH or SWK were to accelerate the Company's obligations. Given the going concern described in Note 2 and the covenant violations on the CNH and SWK debt agreements described above, this debt has been classified as short term on the condensed consolidated balance sheet as of June 30, 2018.

Capital Leases

As a result of the Merger with PHS, the Company acquired two leases accounted for as capital leases, which related to a phone system, which expired in October 2017, and a data center, which expires in June 2018. The underlying assets and accumulated depreciation are recorded in property, plant and equipment, with the corresponding liability of $0.02 million recorded in short-term debt in the condensed consolidated balance sheet as of June 30, 2018.

Note 9: Commitments and Contingencies

Lease obligations

The Company currently has two major locations, our corporate office located in Olathe, KS, and our East Greenwich, RI, office. Both locations are under operating leases which expire in 2018 and 2019, respectively.

Through the acquisition of AHS in 2015, the Company acquired two leased properties in Des Moines, IA and Indianapolis, IN under operating leases which would have expired in 2018. The Company determined that neither lease was necessary for its operations, thus, in April 2017, settlement agreements for the remaining lease obligations were reached with both landlords. Additionally, the Company was obligated under a lease related to the discontinued Hooper Holmes Services operations center through 2018 and had ceased use of this facility, and on March 9, 2017, the parties to the lease reached a settlement agreement for the remaining lease obligation. The lease settlement liabilities for the three settled lease agreements of $0.1 million are accrued in other current liabilities in the accompanying condensed consolidated balance sheet as of June 30, 2018.

The Company also leases vehicles, copiers, and other miscellaneous office equipment. Many of our leases expire at various times through 2019; however, some extend beyond 2022.

Employment obligations

The Company has employment agreements with certain executive employees that provide for payment of base salary for a defined period in the event their employment with us is terminated in certain circumstances, including following a change in control, as further defined in the agreements.

The Company incurred certain severance and other costs related to its ongoing initiatives to increase the flexibility of its cost structure that were recorded in selling, general, and administrative expenses, and at June 30, 2018, and December 31, 2017, the Company recorded a $0.6 million and $0.6 million liability, respectively, related to these initiatives in other current liabilities in the accompanying condensed consolidated balance sheet.

On June 21, 2018, the Company adopted a Key Employee Retention Incentive Plan (the “Plan”) to provide incentives for key management personnel to make extraordinary efforts to execute the strategic objectives of the Company in connection with its previously announced plan to seek a significant equity investment or a transaction involving the merger or sale of the Company (a “Transaction”). The Plan provides an opportunity for key management personnel, including the Company’s executive officers among others, to earn a one-time cash bonus on closing of a Transaction on the condition that the participant affirmatively and continuously assists the Company in and through the successful completion of a Transaction. The maximum authorized size of the aggregate bonus pool under the Plan cannot exceed a cap of five percent of Gross Enterprise Value (as defined in the Plan), and the Company’s current expectation is that the actual aggregate bonuses to be awarded will total less than four percent of Gross Enterprise Value.

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Loss contingencies

The Company accrued $1.3 million related to a vendor arrangement acquired in the Merger. The arrangement had a minimum purchase commitment for which it was probable that the Company would not achieve. This amount has been recorded in Accruals as part of the purchase price allocation disclosed in Note 3.

Legal contingencies and obligations

The Company is, in the normal course of business, a party to various claims and other legal proceedings. If management believes that a material loss not covered by insurance arising from these actions is probable and can reasonably be estimated, the Company may record the amount of the estimated loss or, if a loss cannot be estimated but the minimum liability may be estimated using a range and no point is more probable than another, the Company may record the minimum estimated liability. As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary. The Company is not involved in any pending legal proceeding that, in the opinion of management after taking into account our loss reserves and insurance coverage, is likely to have a material adverse effect on our financial position or results of operations, with one exception. On June 21, 2018, Cantor Fitzgerald & Co. filed a complaint with the Supreme Court of the State of New York seeking $4.0 million in damages under a commercial contract. The Company intends to vigorously defend itself against the claim but the size of the claim, if successful, could have a material adverse effect on the Company’s operations. Litigation and claims are subject to inherent uncertainties and unfavorable outcomes can occur that exceed any amounts reserved for such losses. If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operations in the period in which the outcome occurs or in future periods.

Prior to our merger with PHS, PHS settled a lawsuit filed in California state court in which a former employee claimed that PHS failed to follow specific requirements under California wage and hour laws and regulations. Under the settlement agreement, PHS agreed to pay the plaintiff approximately $0.8 million, a portion of which was covered by PHS's insurance, with final payment due by November 2018. The uninsured balance of $0.4 million has been accrued in other current liabilities in the condensed consolidated balance sheet as of June 30, 2018.

On September 30, 2016, a former employee filed a class action complaint against the Company in state court in California, alleging employment-related claims. The parties have agreed in principle to settle the case, subject to negotiation of a definitive settlement agreement. The Company has accrued $0.1 million in other current liabilities in the condensed consolidated balance sheet as of June 30, 2018.

Note 10: Income Taxes

The Company's income tax expense was not material for any period presented in the condensed consolidated statement of operations. No amounts were recorded for unrecognized tax benefits or for the payment of interest and penalties during the three and six-month periods ended June 30, 2018 and 2017. No federal or state tax benefits were recorded relating to the current year loss. Additional income tax benefit for the period ended December 31, 2017 in the amount of $0.1 million has been recorded related to the further adjustment and release of the acquired valuation allowance of PHS. The Company continues to believe that a full valuation allowance is required on its net deferred tax assets, with the exception of deferred income tax on the liabilities of certain indefinite-lived intangibles.

The tax years 2014 through 2017 may be subject to federal examination and assessment. Tax years from 2009 through 2013 remain open solely for purposes of federal and certain state examination of net operating loss ("NOL") and credit carryforwards. State income tax returns may be subject to examination for tax years 2013 through 2017, depending on state tax statute of limitations.

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As of December 31, 2017, the Company had U.S. federal and state net operating loss carryforwards of $19.9 million and $19.3 million, respectively. There has been no significant change in these balances as of June 30, 2018. The net operating loss carryforwards, if not utilized, will expire in the years 2018 through 2037. No tax benefit has been reported since a full valuation allowance offsets these tax attributes. However, limitations could apply upon the release of the valuation allowance.

Since the Company had changes in ownership during 2015, continuing into 2016 and 2017, the Company has determined that additional limitations under IRC Section 382 of the Internal Revenue Code of 1986 apply to the future utilization of certain tax attributes including NOL carryforwards, other tax carryforwards, and certain built-in losses.  Limitations on future net operating losses apply when a greater than 50% ownership change over a three-year period occurs under the rules of IRC Section 382. The Company has not had a formal study completed with respect to IRC Section 382; however, the Company did complete its own analysis and determined that there has been a greater than 50% change in ownership following the Merger on May 11, 2017. The allowance of future net operating losses is limited to the market capitalization value multiplied by the “long-term tax-exempt rate” as of May 2017, the month in which the ownership change took place. It is estimated that the Company will be limited to approximately $0.2 million of NOL per year, and due to expiring net operating loss provisions, the Company has estimated it will be unable to utilize approximately $173.1 million and $140.4 million of remaining federal and state net operating losses, respectively, in the future. The net operating loss carryforwards expiring prior to utilization as a result of the Section 382 limitations reduce the deferred tax assets, with a corresponding reduction of the valuation allowance.

In addition to the Company’s existing net operating losses, the Company is confirming that the net operating losses of PHS are acquired as part of the Merger, satisfying the continuity of business requirements. PHS has an estimated $1.87 million and $1.86 million of federal and state net operating losses, respectively, as of the Merger date after applying the limitations of IRC Section 382. Preliminary calculations indicate the PHS losses will be limited to $0.09 million of NOL per year.

Tax reform legislation commonly known as the Tax Cuts and Jobs Act (“Tax Act”) was signed into law on December 22, 2017 and included a shift to a flat federal corporate income tax rate of 21% effective in the first quarter of 2018. The statutory rate was 35% for the period ending June 30, 2017. The SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118"), which provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification 740 - Income Taxes ("ASC 740"). The Company completed a re-measurement of deferred income tax assets and liabilities as of December 31, 2017 and does not anticipate further adjustments to income tax expense as a result of the Tax Act.

Note 11: Fair Value Measurements

The Company determines the fair value measurements used in our condensed consolidated financial statements based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

• Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

• Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

• Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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The Company estimated the fair value of the Term Loans and the Century 10% Warrant using Level 3 valuation techniques. The estimated fair value of the Term Loans was determined by discounting future projected cash flows using a discount rate commensurate with the risks involved and by using the Black-Scholes valuation model. The estimated fair value of the Century 10% Warrant was determined by using the Black-Scholes valuation model.

	June 30, 2018						December 31, 2017
(in thousands)	Face Value		Fair Value		Carrying Amount		Face Value		Fair Value		Carrying Amount
Term Loans	$	8,250	$	6,107	$	11,219	$	8,500	$	6,013	$	7,649
Century 10% Warrant	$	152	$	8	$	131	$	152	$	89	$	89

Note 12: Related Party Transactions

The Company completed its acquisition of PHS on May 11, 2017. As a result of the Merger, Century has a significant equity interest in the Company and representation on the Company’s board of directors. As previously disclosed in Note 8 - Debt, the Company has an outstanding Subordinated Promissory Note with Century. In March 2018, the Company entered into a letter agreement with Century related to payments for certain consulting agreements. Under this letter agreement, Century will pay advances due to the consultants on behalf of the Company. The Company was expected repay the aggregate amount of the advances to Century no later than June 1, 2018, however the amounts are still outstanding.

Note 13: Subsequent Events

Pursuant to the Sixth Amendment to A&R Credit Agreement dated as of August 9, 2018 (the “Sixth Amendment”), SWK agreed to lend an additional $0.8 million (the “Sixth Amendment Term Loan”) to the Company under the same payment terms and subject to the same conditions as the Fifth Amendment. All principal and accrued interest on the Sixth Amendment Term Loan, the Fifth Amendment Term Loan with a principal balance of $5.0 million, the August 2017 Term Loan with a principal balance of $1.75 million, and the May 2018 Term Loan with a principal balance of $1.5 million will be due and payable on September 4, 2018. The other terms and conditions of the Sixth Amendment Term Loan, the Fifth Amendment Term Loan, the May 2018 Term Loan, and the August 2017 Term Loan are the same as those applicable to the primary term loan advanced by SWK to the Company under the Credit Agreement.

In 2016, the Company filed a lawsuit against a channel partner for breach of contract alleging lost profit damages. The partner filed a counterclaim against the Company for failure to pay for services rendered. On August 1, 2018, the court ruled that the contract was breached but awarded only nominal damages due to a limitation provision in the contract. The court also ruled in favor of the partner’s counterclaim awarding them the value of the outstanding invoices plus interest. The liability for services has been previously recorded in accounts payable, however the Company will also be required to pay interest in the amount of $111,000 which has been accrued for at June 30, 2018. The Company is still considering its options with respect to this ruling.

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ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations

In this Quarterly Report on Form 10-Q (this "Report"), the terms "Hooper Holmes," "Company," "we," "us" and "our" refer to Hooper Holmes, Inc. and its subsidiaries.

Cautionary Statement Regarding Forward-Looking Statements

This Report contains forward-looking statements, as that 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 Report reflect our current beliefs and expectations.  Actual results or performance may differ materially from what is expressed in the forward-looking statements. 

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expected. These risks and uncertainties include, but are not limited to, risks related to 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 realize the expected synergies and other benefits from the merger with Provant Health Solutions ("PHS"); our ability to successfully implement our business strategy and integrate Accountable Health Solutions’ and Provant 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, 2017, and similar discussions in our other filings with the Securities and Exchange Commission ("SEC"). 

Investors should consider these factors before deciding to make or maintain an investment in our securities. The forward-looking statements included in this Report are based on information available to us as of the date of this Report. We expressly disclaim any intent or 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 Report, except as required by law. 

Executive Summary

Overview

Our Company was founded in 1899. We are a publicly-traded New York corporation whose shares of common stock are listed on the OTCQX (OTCQX: HPHW).  Our corporate headquarters are located in Olathe, Kansas. For over 40 years, our business focus has been on providing health risk assessment services and sample collection services. In 2017, we merged with PHS, which offers a similar set of services as Hooper Holmes. The combined company provides a personalized, one-stop wellbeing programming experience for customers, with proven health outcomes powered by sophisticated data collection and management. This uniquely positions us to transform and capitalize on the large and growing health and wellbeing market. On January 23, 2018, we announced that we have re-branded to Hooper Holmes, Inc. d/b/a Provant Health.

We provide on-site screening services and flu shots, laboratory testing, health risk assessment, and sample collection services to individuals as part of comprehensive health and wellbeing programs offered through organizations' sponsorships. Such organizations include corporate and government employers, health plans, hospital systems, health care management companies, wellbeing companies, brokers and consultants, disease management organizations, reward administrators, third party administrators, clinical research organizations and academic institutions. Through our comprehensive health and wellbeing services, we also provide health coaching to support positive health risk migration, access to a wellbeing platform with individual and team challenges and rewards management, interoperability with third party digital health providers, data analytics, and reporting services. We contract with health professionals to deliver these services nationwide, all of whom are trained and certified to deliver quality service. In addition, we leverage our national network of health professionals to support the delivery of other similar products and services. Our FDA and ISO-certified medical-kit facility provides services to global pharmaceutical companies and supports the delivery of our products and services in a high-quality, secure manner.

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The majority of large employers that offer health benefits today also offer health and wellbeing programs in an effort to promote employee health and productivity as well as to reduce health-related costs.  Through biometric screening services, plan sponsors help employees learn of existing and/or potential health risks. Through corporate wellbeing, they provide education and health improvement tools and personalized challenges. Program sponsors also gain the ability to systematically reward employees for good, healthy behaviors and for actual health enhancement metrics. Some common examples of these rewards include reductions in annual medical premiums, contributions to an employee’s Health Savings Account (HSA), and credits that are redeemable through an online merchandise mall. By combining both the screening and corporate wellbeing services under a single organization, we create a seamless, end-to-end experience for members and drive improved engagement and outcomes for our clients.

Today, we service approximately 200 direct clients representing nearly 3,000 employers representing over 3,000,000 individual employees. In 2017, we delivered nearly 1,000,000 screenings and are on track to continue year-over-year revenue growth through a combination of serving our direct customers, channel partners, and clinical research organizations as well as through the addition of new customers.

We operate under one reporting segment. Our biometric screening services are subject to seasonality, with the third and fourth quarters typically being our strongest quarters due to increased demand for screening services from mid-August through late-November related to annual benefit renewal cycles as well as the seasonal delivery of flu shots. Engagement in our health and wellbeing service operations are more constant, though there are some variations due to the timing of the health coaching programs which are billed per participant and typically start shortly after the conclusion of onsite screening events. In addition to our screening and health and wellbeing services, we generate ancillary revenue through the assembly of medical kits for sale to third parties.

We believe that the overall market for our screening and health and wellbeing services is growing and we anticipate continued growth with the increased nationwide focus on initiatives that improve healthcare, contain costs, and increase the wellbeing and productivity of employee populations.

Key Risks, Trends and Uncertainties in Our Business

We believe that the key risks, trends and uncertainties in our business are as follows:

• Our recurring losses from operations, negative cash flows from operations, and liquidity issues raise substantial doubt about our ability to continue as a going concern within one year after issuance of our financial statements. Our ability to generate positive cash flows and net income is dependent upon achieving cost reductions as well as generating and leveraging new/return business as a result of the Merger discussed below under the heading “Liquidity and Capital Resources - Going Concern” below.

• While we expect our financial condition to improve as we implement restructuring plans being developed by our CRO, our history of losses requires us to be cautious in our forecasting. Prior to the Merger, PHS also had a history of operating losses, and we have incurred significant costs and additional debt as part of the transaction and will continue to incur transition costs to integrate the two companies. Please refer to “Liquidity and Capital Resources - Going Concern” below for further discussion.

• The Company, with the assistance of its investment banking firm, Raymond James, is in the process of seeking a Transaction to maximize the enterprise value of the business as it continues to operate as a comprehensive health and wellness company. As part of this process the intent is to satisfy the requirements of the SWK Term Loans and other constituents based on the ultimate valuation achieved through the Transaction. The form the Transaction might take, if a Transaction is successfully negotiated and consummated, has not yet been determined but could involve a merger, a stock sale, an asset sale, a sale under Article 9 of the Uniform Commercial Code, a sale under Section 363 of the Bankruptcy Code, or some variation or combination of the foregoing.

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• We were unable to comply with the covenants in our debt agreements as of June 30, 2018, and for the three-month periods ended March 31, 2018, March 31, 2017, September 30, 2017, December 31, 2017 and the twelve-month period ended December 31, 2016. We obtained waivers from our lenders for these periods, with the exception of June 30, 2018, March 31, 2018 and December 31, 2017. We were not able to make our March 15, 2018, and April 30, 2018, payments on the August 2017 Term Loan with SWK; therefore, we defaulted on our loan with SWK and, due to the cross-default clause with CNH, were also in default on our 2016 Credit and Security Agreement. On June 1, 2018, we signed a Fifth Amendment to the A&R Credit Agreement, which provided a forbearance period that runs through August 31, 2018 with respect to our outstanding payment and covenant defaults under the A&R Credit Agreement. This Amendment includes new covenants with which we must comply. Under this Fifth Amendment, SWK has agreed to lend an additional $5.0 million. Under the Sixth Amendment to the A&R Credit Agreement dated as of August 9, 2018, SWK has agreed to lend an additional $0.8 million. All principal and accrued interest on the Sixth Amendment Term Loan, the Fifth Amendment Term Loan, the May 2018 Term loan and the August 2017 Term Loan will be due and payable on September 4, 2018. As a result of the cross-default, we also entered into a forbearance agreement through August 31, 2018 with CNH with respect to the default under the 2016 Credit and Security Agreement subject to the same covenants as set forth in the Fourth Amendment with SWK. Please refer to “Liquidity and Capital Resources - Going Concern” in below for further discussion.

• Our screening operations are seasonal in nature and largely depend on volumes during the third and fourth quarters. Please refer to “Liquidity and Capital Resources” below.

Capital Activities

Additional Equity Contributions

During the year ended December 31, 2017, we received $3.4 million in cash, net of issuance costs, in additional equity by issuing 4,375,000 shares of our common stock, $0.04 par value, and warrants (the "2017 Private Offering Warrants") to purchase up to an additional 2,187,500 shares of our common stock at an exercise price of $1.35 per share to various investors in a private offering (the "2017 Private Offering"). The 2017 Private Offering Warrants are exercisable for a period of four years from the date of issuance but are not exercisable during the first six months after closing of the 2017 Private Offering. The 2016 Private Offering Warrants were canceled as part of the 2017 Private Offering and replaced by the 2017 Private Offering Warrants. The proceeds from the 2017 Private Offering were used to fund the Merger discussed in Note 3 to the condensed consolidated financial statements.

Merger Agreement

On May 11, 2017, we closed the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger dated March 7, 2017 (the "Merger Agreement") by and among the Company, Piper Merger Corp., PHS, and Wellness Holdings, LLC. PHS was the surviving entity in the Merger, as a result of which it became a wholly-owned subsidiary of the Company. See below and in Note 3 to the condensed consolidated financial statements for further discussion.

Trading on OTCQX Best Market

On May 2, 2017, our common stock, par value $0.04 per share, began trading on OTCQX Best Market, after voluntarily delisting from the NYSE MKT on May 1, 2017. We now trade under the symbol "HPHW" on OTCQX Best Market.

Liquidity

The accompanying financial statements have been prepared assuming that we will continue as a going concern (which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future). The uncertainty regarding our ability to generate sufficient cash flows and liquidity to fund operations raises substantial doubt about our ability to continue as a going concern within one year after issuance date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. See Note 2 to the condensed consolidated financial statements and within the Liquidity and Capital Resources for further discussion.

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Business Outlook

We believe there are significant growth opportunities for our comprehensive program, comprised of screening services, face to face intervention and technology enabled health services.  During 2017, we expanded our capabilities further to include digital nutrition and sleep improvement, and other specialized testing and are exploring other offerings for delivery through our health professional network.  In May of 2017, Hooper Holmes and PHS announced their merger, and on January 23, 2018, we announced that we have re-branded to Hooper Holmes, Inc. d/b/a Provant Health. Our end-to-end services, combined with strategic, customized solution designs and advanced analytics, makes it simple for organizations to meet their well-being needs.

The United States spends more on healthcare than any other country, with more than 80% of healthcare costs due to chronic conditions.  With the focus on health care cost management and the risk of reduced productivity in the workplace from health issues arising among the employee population, we believe employers of all sizes will continue to invest in health and wellness programs.  We expect the market for individualized health and wellness to grow over the next three to five years, and we believe that we are well positioned to increase revenues from our integrated health services given our unique set of assets, including our proprietary health and wellness technology platform and our national network of health professionals.  However, the success of health and wellness will also depend in part upon the continued success of our channel partners and their health and care management initiatives to employers.

A key corporate strength is our extensive network of health professionals, providing coverage in every zip code nationwide and allowing us to offer screening services for large enterprise employers as well as channel partners with customers distributed nationally across multiple locations. Our centralized fulfillment model allows us to deliver a reliable, consistent experience for our customers nationwide, regardless of location, as well as consistent and reliable equipment to provide a strong degree of accuracy and quality. We also have national agreements with retail clinics and local lab offices and offer physician form and at-home-kit services, providing our customers more robust, convenient options to maximize member participation with annual screenings. 

We monitor our operational performance and are constantly refining metrics to improve operational and sales performance.  We believe our attention to the details that are important to our customers contributes to our strong client retention rate.

We gained new customers in 2017, both through our direct sales efforts and through our channel partners, including a large multi-year clinical research study, and already have new opportunities in 2018 that have been closed and are in the contracting phase.  As one of only a few pure-play publicly-traded health and wellness companies that offer a fully-integrated end-to-end solution to our customers, we believe we are positioned to capitalize on market need in 2018 and beyond.  There are, however, events as noted in Item 1A Risk Factors below that could negatively affect our financial condition, results of operations, and cash flows.

Key Financial and Other Metrics Monitored by Management

In our periodic reports filed with the SEC, we provide certain financial information and metrics about our business, and information that our management uses in evaluating our performance and financial condition.  Our objective in providing this information is to help our shareholders and investors generally understand our overall performance and assess the profitability of and prospects for our business.

We monitor the following key metrics related to our operations:

• the number of screenings completed;

• the number of enrollments in health coaching services;

• the number of subscribers to the wellness portal services;

• budget to actual performance;

• gross margin; and

• Adjusted EBITDA

Certain of the above-cited metrics are discussed in the comparative discussion and analysis of our results of operations that follows.

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Adjusted EBITDA

We believe that the presentation of Adjusted EBITDA, a non-GAAP (generally accepted accounting principles, "GAAP") financial measure, provides investors with additional information about our financial results. Adjusted EBITDA is an important supplemental measure used by our board of directors and management to evaluate our operating performance from period to period on a consistent basis and as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations.

We define Adjusted EBITDA as net income (loss) plus (i) interest expense, (ii) net income tax provision (benefit) and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain non-recurring items that we do not consider indicative of our ongoing operating performance, as consistent with the definition of Adjusted EBITDA in our debt agreements discussed in Note 9 to the consolidated financial statements. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

The following table sets forth our reconciliation of Adjusted EBITDA:

	Three Months Ended						Six months ended
	June 30,						June 30,
(in thousands)	2018			2017			2018			2017
Net loss	$	(5,077	)	$	(5,883	)	$	(10,306	)	$	(9,012	)
Plus:
Interest expense	671			346			1,237			565
Other debt related costs included in interest expense	108			347			428			896
Income tax (benefit) expense	(86		)	12			(86		)	17
Depreciation and amortization	890			874			1,827			1,497
Share-based compensation expense	63			124			95			162
Severance costs	382			210			483			210
Restructuring costs	898			—			898			—
Transaction costs	77			1,595			203			2,277
Transition costs	—			31			37			29
Lease and legal settlements	—			31			—			49
Adjusted EBITDA	$	(2,074	)	$	(2,313	)	$	(5,184	)	$	(3,310	)

We present Adjusted EBITDA as a supplemental measure of our performance.

Adjusted EBITDA is a non-GAAP financial measure and should not be construed as an alternative to net earnings (loss) as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. We have included Adjusted EBITDA because we believe it provides management and investors with additional information to measure our performance and liquidity, estimate our value and evaluate our ability to service debt.

Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. For example, Adjusted EBITDA:

• does not reflect our capital expenditures, future requirements for capital expenditures or contractual commitments;

• does not reflect changes in, or cash requirements for, our working capital needs;

• does not reflect the cash requirements necessary to service interest or principal payments on our debt;

• excludes income tax payments that represent a reduction in cash available to us; and

• does not reflect any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future.

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Results of Operations

Comparative Discussion and Analysis of Results of Operations for the three and six-month periods ended June 30, 2018 and 2017

Revenue- The table below sets forth our consolidated revenue:

	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2018		2017		% Change		2018		2017		% Change
Revenue	$	10,275	$	8,883	15.7	%	$	21,610	$	16,484	31.1	%

Consolidated revenues for the three and six months ended June 30, 2018, increased 15.7% and 31.1%, respectively, over prior year primarily due to additional revenue from the Merger which attributed $2.2 million and $7.6 million, respectively. New business resulted in $1.4 million. This was offset by a reduction in volume due to the timing of clinical research organizations $1.7 million and delivery of on-site screening services of $0.8 million. Other decrease in revenue of $1.0 million was related to customers who terminated in 2017 for which we provided no services in 2018.

Cost of Operations - The table below sets forth our consolidated cost of operations:

	Three Months Ended June 30,								Six Months Ended June 30,
(in thousands)	2018		% of Revenue		2017		% of Revenue		2018		% of Revenue		2017		% of Revenue
Cost of Operations	$	8,149	79.3	%	$	7,206	81.1	%	$	16,816	77.8	%	$	13,115	79.5	%

Cost of operations, as a percentage of revenue, for the three and six months ended June 30, 2018, decreased 1.8% and 1.7%, respectively, from prior year primarily due to reductions in labor costs as a result of synergies created from the Merger in fulfillment and event management along with improvements in coaching margins resulting from a consolidated platform. 

Selling, General and Administrative Expenses - The table below sets forth our consolidated SG&A expenses:

	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2018		2017		% Change		2018		2017		% Change
Selling, general and administrative expenses	$	6,433	$	5,281	21.8	%	$	13,284	$	8,760	51.6	%

SG&A expenses for the three and six months ended June 30, 2018, increased 21.8% and 51.6%, respectively, over prior year primarily due to the addition of PHS expenses from the Merger partially offset by our ongoing cost-saving initiatives and Merger synergies (payroll reductions, overhead, etc.), as discussed in Notes 3 and 9 to the condensed consolidated financial statements. A significant portion of this Merger-related increase was due to higher salaries and related benefit expenses in the amount of $1.3 million along with facilities expense of $0.5 million and director fees of $0.1 million. We also incurred increases in professional fees, consulting and contract labor in the amount of $1.2 million, primarily related to legal, executive and audit fees, as well as technology and development spending. Additional increases included higher interest and late fees of $0.3 million, severance of $0.3 million, and bad debt of $0.2 million along with depreciation and amortization of $0.2 million.

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Transaction Costs

Transaction costs represent legal and professional fees incurred for non-recurring transactions. During the three and six months ended June 30, 2018, we incurred $0.1 million and $0.2 million, respectively, compared to the three and six-month periods ended June 30, 2017, when we incurred $1.6 million and $2.3 million, respectively, of transaction costs due to the Merger.

Operating Loss from Continuing Operations

Our consolidated operating loss from continuing operations for the three and six-month periods ended June 30, 2018, was $4.4 million and $8.7 million, respectively, compared to $5.2 million and $7.7 million, respectively, in the prior year periods. Operating losses for the three and six-month periods ended June 30, 2017, were driven by $1.6 million and $2.3 million, respectively, of one-time transaction costs related to the Merger.

Interest Expense

Interest expense for the three-month period ended June 30, 2018 and 2017, was $0.8 million and $0.7 million, respectively. Interest expense for the six-month period ended June 30, 2018 and 2017, was $1.7 million and $1.5 million, respectively. A detail of the components of interest expense is included in Note 8 to the condensed consolidated financial statements.

Gain (Loss) from Discontinued Operations

The loss from discontinued operations, net, of $0.1 million for the six-month period ended June 30, 2017, was primarily due to the lease settlement agreement related to the discontinued Hooper Holmes Services operations center.

Net Loss

Net loss for the three-month period ended June 30, 2018, was $5.1 million, or $0.19 per share on both a basic and diluted basis, as compared to a net loss of $5.9 million, or $0.28 per share on both a basic and diluted basis for the three-month period ended June 30, 2017. Net loss for the six-month period ended June 30, 2018, was $10.3 million, or $0.38 per share on both a basic and diluted basis, as compared to a net loss of $9.0 million, or $0.56 per share on both a basic and diluted basis for the six-month period ended June 30, 2017.

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Liquidity and Capital Resources

Our primary sources of liquidity are cash and cash equivalents as well as availability under our 2016 Credit and Security Agreement with CNH, as amended. If we need to borrow in the future under our 2016 Credit and Security Agreement, as amended, the amount available for borrowing may be less than the $15.0 million under this facility at any given time due to the manner in which the maximum available amount is calculated. We have an available borrowing base subject to reserves established at the lender's discretion of 85% of Eligible Receivables up to $15.0 million under this facility. At June 30, 2018, we had $5.8 million of outstanding borrowings under the 2016 Credit and Security Agreement, with unused borrowing capacity of $0.0 million. We have historically used availability under a revolving credit facility to fund operations due to a lag between the payment of certain operating expenses and the subsequent billing and collection of the associated revenue based on customer payment terms. To illustrate, in order to conduct successful screenings, we must expend cash to deliver the equipment and supplies required for the screenings. We must also expend cash to pay the health professionals and site management conducting the screening services. All of these expenditures are incurred in advance of the customer invoicing process and ultimate cash receipts for services performed. Given the seasonal nature of our operations, which are largely dependent on second half volumes, management expects to continue using a revolving credit facility in 2018 and beyond.

Our A&R Credit Agreement, as amended, provides us with a $8.5 million Term Loan. In 2017, the A&R Credit Agreement with SWK, as amended, increased the principal balance under the existing former Term Loan to $6.5 million and provided for an additional $2.0 million 2017 August Term Loan. On February 2, 2018, we entered into a Third Amendment to the A&R Credit Agreement which extended the August 2017 Term Loan’s maturity date to April 30, 2018. We have repaid $250,000 of the principal balance thereon as part of this Third Amendment. Under this Third Amendment, there was a second payment of $250,000 due in March 2018, with the balance due on April 30, 2018, neither of which was repaid in accordance with the amendment, which resulted in default. On May 10, 2018, we signed a Fourth Amendment to the A&R Credit Agreement, which provided a forbearance period that runs through June 1, 2018 with respect to our outstanding payment and covenant defaults under the A&R Credit Agreement. Under this Fourth Amendment, SWK has agreed to lend an additional $1.5 million. On June 1, 2018, we signed a Fifth Amendment to the A&R Credit Agreement, which provided a forbearance period that runs through August 31, 2018 with respect to our outstanding payment and covenant defaults under the A&R Credit Agreement. Under this Fifth Amendment, SWK has agreed to lend an additional $5.0 million. Pursuant to the Sixth Amendment to the A&R Credit Agreement, dated as of August 9, 2018, SWK has agreed to lend an additional $0.8 million. All principal and accrued interest on the Sixth Amendment Term Loan, the Fifth Amendment Term Loan, the May 2018 Term loan and the August 2017 Term Loan will be due and payable on September 4, 2018.

Going Concern

In accordance with ASC 205-40, the following information reflects the results of management’s assessment of our ability to continue as a going concern.

Principal conditions or events that require management's consideration

Following are conditions and events which require management's consideration:

• We had a working capital deficit of $36.0 million with $0.6 million in cash and cash equivalents at June 30, 2018. We had $15.0 million of payables at June 30, 2018, that were past due-date terms. We continue to work with our vendors to facilitate revised payment terms; however, we have had an increasing number of vendors who have terminated services, threatened to terminate services, filed legal action or threatened to file legal action due to aged outstanding payables and in order to accelerate invoice payments.  At June 30, 2018, over 79% of our outstanding payables were more than 90 days past due. If certain services were terminated and we were not able to find alternative sources of supply, it could have a material adverse impact on our business.

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• Our net cash used in operating activities during the six months ended June 30, 2018, was $0.7 million. Our current forecast does not indicate positive operating cash flow in 2018, and our history of losses requires us to be cautious in our forecasting. We continue reviewing restructuring within our organization for additional cost savings and improved strategic market and customer services offerings.

• We incurred a loss from continuing operations before tax of $10.4 million for the six months ended June 30, 2018.

• We had $5.8 million of outstanding borrowings under the 2016 Credit and Security Agreement with CNH, with no available borrowing capacity, as of June 30, 2018. As of July 31, 2018, we had $4.4 million of outstanding borrowings and $0.1 million of unused borrowing capacity. Any borrowings on the unused borrowing capacity are at the discretion of CNH.

• We owe $11.9 million at June 30, 2018, under the Term Loan, the August 2017 Term Loan, the May 2018 Term Loan and the Fifth Amendment Term Loan with SWK (collectively, the "SWK Term Loan"), which was used to fund the Merger and working capital. In addition at, June 30, 2018, we owe $1.9 million to Century. See Note 8 to the consolidated financial statements for the Subordinated Promissory Note issued in connection with the Merger.

• All principal and accrued interest on the Sixth Amendment Term Loan with a principal balance of $0.8 million, the Fifth Amendment Term Loan with a principal balance of $5.0 million, the August 2017 Term Loan with a principal balance of $1.75 million, and the May 2018 Term Loan with a principal balance of $1.5 million will be due and payable on September 4, 2018. As a result of the cross-default clause with CNH, we were also in default on our 2016 Credit and Security Agreement. On June 1, 2018, we signed a Fifth Amendment to the A&R Credit Agreement (the “Fourth Amendment”), which provided a forbearance period that runs through August 31, 2018 with respect to our outstanding payment and covenant defaults under the A&R Credit Agreement. This Amendment includes new covenants with which we must comply. As a result of the cross-default, we also entered into a Forbearance Agreement (the “Forbearance Agreement”) through August 31, 2018 with CNH with respect to defaults under the 2016 Credit and Security Agreement. If we are unable to negotiate forbearance agreements beyond August 31, 2018, raise sufficient capital to repay the facilities, or replace the facilities with new debt facilities, the defaults could have a material adverse impact on our business. For additional information regarding the 2016 Credit and Security Agreement, the A&R Credit Agreement, and the related covenants, see Note 2 and Note 8 to the condensed consolidated financial statements.

•     The debt agreements with CNH and SWK described above contain certain financial covenants, including various affirmative and negative covenants including minimum aggregate revenue, adjusted EBITDA, and consolidated unencumbered liquid assets requirements, which we did not comply with as of June 30, 2018 but which are subject to the forbearance under the Fifth Amendment and the Forbearance Agreement. The Fifth Amendment with SWK contains additional covenants as disclosed in Note 8 which we are currently in compliance with.

• Pursuant to both the Fifth Amendment and the Forbearance Agreement, we must use reasonable best efforts to identify potential acquirers or investors and to effectuate a transaction that results in a sale, merger, acquisition, or similar material investment in the Company as imminently as reasonably possible (the “Transaction”) and are required to engage an investment banker acceptable to SWK to advise and represent us with respect to the Transaction. On May 10, 2018, we engaged Raymond James in fulfillment of the requirement to engage an acceptable investment banker.

• There is an increased risk of losing key managerial and operational personnel as we seek to remedy our going concern and liquidity problems and pursue a Transaction.

• We have contractual obligations related to operating leases for our two locations in Olathe, KS, and East Greenwich, RI, capital leases obtained in the Merger and employment contracts which could adversely affect liquidity. Refer to Note 9 to the condensed consolidated financial statements.

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Management's plans

We expect to continue to monitor our liquidity carefully, work to reduce this uncertainty, and address our cash needs through a combination of one or more of the following actions:

• As disclosed on our Form 8-K filed with the SEC on March 30, 2018, we appointed a Chief Restructuring Officer ("CRO"). Under the leadership of the CRO, we have established a working capital plan and plans to address our balance sheet surrounding both the secured and unsecured creditors, operating expense structure and overall strategies in an effort to resolve this going concern assessment. Under the restructuring plan, we will consider all available options for strengthening our balance sheet through acquisitions and divestitures, capital-raising activities, and restructuring existing obligations, while continuing to manage its past due payables. The initial plans developed by the CRO continue to evolve as the Transaction process and our business operations progress over time. During the CRO’s tenure, our executive officers will continue to report to the CRO.

• The CRO is also working with management and Raymond James to seek to implement the Transactions required under the Fifth Amendment and Forbearance Agreement and to maximize the enterprise value of the Transaction as it continues its current operations. The form the Transaction might take, if a Transaction is successfully negotiated and consummated, has not yet been determined but could involve a merger, a stock sale, an asset sale, a sale under Article 9 of the Uniform Commercial Code, a sale under Section 363 of the Bankruptcy Code, or some variation or combination of the foregoing.

• We are undertaking efforts, including providing additional incentive-based compensation, to retain our key personnel as we seek a Transaction to satisfy the requirements of the Fifth Amendment and the Forbearance Agreement.

• As disclosed on Form 8-K filed with the SEC on June 4, 2018, we executed forbearance agreements with both of our secured lenders through August 31, 2018 and will continue to work with our lenders in securing a longer period forbearance agreement, although to date nothing has been formally agreed upon and we may be unable to complete such an extended forbearance agreement.

• Pursuant to the Fourth, Fifth and Sixth Amendments, SWK has agreed to lend us an additional $7.3 million. The lender will provide us with advances under this agreement as long as we are in compliance with the additional covenants set forth in the Fifth Amendment (see Note 8). As of June 30, 2018, we have received advances totaling $3.6 million under these amendments. We may seek additional bridge financing as necessary to implement its business plan during the Transaction process.

• We will continue to aggressively seek new and return business from our existing customers and expand our presence in the health and wellness marketplace. We will also evaluate the overall profitability of our existing customer contracts and attempt to address underperforming business through price increases, cost savings or termination of services or a combination thereof.

• We will continue to analyze and implement further cost reduction initiatives and efficiency improvements (see Note 9 to the condensed consolidated financial statements). In March 2018, we reorganized several departments which resulted in headcount reductions and additional savings.

Management's assessment and conclusion

Considering our recent history of liquidity challenges, we have evaluated our plans described above to determine the likelihood that they will be effectively implemented and, if so, the likelihood that they will alleviate or mitigate the conditions and events that raise substantial doubt about our ability to continue as a going concern. Successful implementation of these plans involves both our internal efforts and external factors that are outside of our control, such as our ability to effectuate a Transaction, attract and retain new and existing customers and to negotiate suitable terms with our vendors and financing sources. As a result, we can give no assurance that our plans will be effectively implemented in such a way that they will sufficiently alleviate or mitigate the conditions and events noted above, which results in substantial doubt about our ability to continue as a going concern within one year after the date the consolidated financial statements are issued.

The consolidated financial statements have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

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Cash Flows from Operating, Investing and Financing Activities

We believe that as a result of our continued focus on cost reduction initiatives, efficiency improvements, and the Merger that cash flow from operations will improve. We have reduced our corporate fixed cost structure in 2017 and 2018, and plan to continue to evaluate professional fees and other expenses in the future. We have ongoing initiatives to increase the flexibility of our cost structure to improve our scalability with changes in screening volumes.

Cash Flows provided by Operating Activities

For the six months ended June 30, 2018, net cash provided by operating activities was $0.7 million, compared to $6.7 million net cash used in operating activities in the prior year period.

The net cash provided by operating activities for the six months ended June 30, 2018, reflects a net loss of $10.3 million, which was offset by non-cash charges of $2.4 million in depreciation and amortization expense, other debt related costs included in interest expense, share-based compensation expense, and issuance of warrants in connection with the Merger and debt amendments. Changes in working capital included an increase in accounts receivable of $7.8 million and inventories of $0.3 million along with increases in accounts payable, accrued expenses, and other liabilities of $0.5 million.

Our consolidated days sales outstanding ("DSO"), measured on a rolling 90-day basis, was 65.4 days at June 30, 2018, compared to 50.2 days at December 31, 2017, and 62.9 days at June 30, 2017, with the change from year end due to timing of large customer receipts. As previously mentioned, we experience a timing difference between the operating expense and cash collection of the associated revenue based on customer payment terms. Historically, our accounts receivable balances and our DSO are near their highest point in September and their lowest point in December.

Cash Flows used in Investing Activities

We used $0.1 million for the six months ended June 30, 2017, for capital expenditures and $0.0 million for the six months ended June 30, 2018.

Cash Flows (used in) provided by Financing Activities

For the six months ended June 30, 2018, net cash used in financing activities was $1.0 million, compared to net cash provided by financing activities $4.3 million in the prior year period.

For the six months ended June 30, 2018, we received $3.6 million in proceeds from the Term Loan offset by repayments of $0.3 million and made net payments under the credit facility of $4.3 million. For the six months ended June 30, 2017, we received $3.4 million, net of issuance costs, in connection with the equity raised as noted above, $2.8 million in proceeds from the A&R Agreement, $2.0 million in proceeds from the Seasonal Facility, and $0.8 million in net borrowings under the credit facility.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Dividends

No dividends were paid during the three and six-month periods ended June 30, 2018 and 2017. We are precluded from declaring or making any dividend payments or other distributions of assets with respect to any class of our equity securities under the terms of our 2016 Credit and Security Agreement and our A&R Credit Agreement, each as described in Note 8 to the unaudited condensed consolidated financial statements.

Contractual Obligations

There have been no material changes from the contractual obligations previously disclosed in our 2017 Annual Report on Form 10-K.

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Critical Accounting Policies

There have been no material changes from the critical accounting policies previously disclosed in our 2017 Annual Report on Form 10-K with the exception of the changes in revenue recognition due to the adoption of ASC 606 as previously disclosed.

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

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ITEM 4 Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company's Chief Executive Officer and Chief Financial Officer, with the assistance of our disclosure committee, have conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2018. The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports the Company files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on this evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2018, the Company's disclosure controls and procedures were not effective as a result of material weaknesses in the Company’s internal control over financial reporting and the ineffective design and operation of internal controls related to the accounting for non-routine transactions.

The Company is in the process of improving its policies and procedures relating to the recognition and measurement of non-routine transactions and designing more effective controls to remediate the material weaknesses described above. Management plans to enhance its controls by supplementing with additional resources as necessary, enhancing the design and documentation of management review controls, and improving the documentation of internal control procedures.

Notwithstanding these material weaknesses in financial reporting and accounting for non-routine transactions, management has concluded that the consolidated financial statements included in the Quarterly Report on Form 10-Q present fairly, in all material respects, the consolidated financial position of the Company at June 30, 2018, and December 31, 2017, and the consolidated results of operations and cash flows for each of the three and six month periods ended June 30, 2018 and 2017, in conformity with U.S. generally accepted accounting principles.

(b) Changes in Internal Control over Financial Reporting

As discussed in Note 3 to the condensed consolidated financial statements, the Company consummated the Merger with PHS on May 11, 2017. Except for any changes in internal controls related to the integration of the Merger, there has been no change in our internal control over financial reporting during the quarter ended June 30, 2018, which has materially affected, or is reasonably likely to affect, our internal control over financial reporting.

PART II - Other Information

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ITEM 1 Legal Proceedings

The Company is, in the normal course of business, a party to various claims and other legal proceedings. If management believes that a material loss not covered by insurance arising from these actions is probable and can reasonably be estimated, the Company may record the amount of the estimated loss or, if a loss cannot be estimated but the minimum liability may be estimated using a range and no point is more probable than another, the Company may record the minimum estimated liability. As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary. The Company is not involved in any pending legal proceeding that, in the opinion of management after taking into account our loss reserves and insurance coverage, is likely to have a material adverse effect on our financial position or results of operations, with one exception. On June 21, 2018, Cantor Fitzgerald & Co. filed a complaint against the Company with the Supreme Court of the State of New York seeking $4.0 million in damages under a commercial contract for allegedly earned and unpaid investment banking fees. The Company intends to vigorously defend itself against the claim but the lawsuit, if successful, could have a material adverse effect on the Company’s financial position and results of operations. Litigation and claims are subject to inherent uncertainties and unfavorable outcomes can occur that exceed any amounts reserved for such losses. If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operations in the period in which the outcome occurs or in future periods.

ITEM 1A Risk Factors

Readers should carefully consider, in connection with the other information in this Report, the risk factors disclosed in Part

I, Item 1A. "Risk Factors" in our 2017 Annual Report on Form 10-K. Except as set forth below, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our 2017 Annual Report on Form 10-K.

Our business results would be adversely affected if we are unable to retain key personnel.

There is an increased risk of losing key managerial and operational personnel as we seek to remedy our going concern and liquidity problems and pursue a Transaction with the assistance of our CRO and investment banker. We have provided additional retention incentives for our key personnel, but there can be no assurance that these efforts will be successful. If we lose key managerial and operational personnel, our ability to implement our business plan and to seek and consummate the Transaction required by our senior secured lenders could be materially and adversely affected.

If we are unable to obtain forbearance agreements beyond August 31, 2018 with our secured lenders, we may be unable to resolve our credit agreement defaults.

Our senior secured lenders have provided forbearance agreements with respect to our existing payment and covenant defaults under their credit facilities, but those agreements only extend forbearance until August 31, 2018. If the lenders are unwilling to extend the duration of their forbearance agreements and we are not able to refinance or repay the credit facilities, or otherwise remedy the defaults, which we are presently unable to do, we would be subject to having the loan balances accelerated at any time following August 31, 2018, which would have a material adverse effect on our business and financial condition.

We may be unable to implement the Transaction required by our senior secured lenders and, even if we do, the Transaction may not resolve our liquidity issues.

To fulfill a requirement of our senior secured lenders, we have engaged Raymond James as our investment banker to seek a transaction (the “Transaction”) that results in a sale, merger, acquisition, or similar material investment in the Company as imminently as reasonably possible. The form the Transaction might take, if a Transaction is successfully negotiated and consummated, has not yet been determined but could involve a merger, a stock sale, an asset sale, a sale under Article 9 of the Uniform Commercial Code, a sale under Section 363 of the Bankruptcy Code, or some variation or combination of the foregoing. We can give no assurance that we will be able to enter into and close a Transaction acceptable to our secured lenders within a timeframe satisfactory to them. Failing to do so could cause us to be in breach of their forbearance agreements, which could result in their election to accelerate the principal and interest due under our credit agreements. Even if we do close a Transaction acceptable to our senior secured lenders, such a Transaction may not be sufficient to resolve our liquidity problems. Any of these circumstances would have a material and adverse effect on our financial condition.

If our trading price and market capitalization do not increase, we may be required to move our stock from the OTCQX U.S. tier to the OTCQB Venture Market or OTC Pink marketplace.

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For our stock to continue to be quoted on the OTCQX U.S. tier, we must have a minimum bid price of at least $0.10 per share for at least one of 30 consecutive calendar days, a market capitalization of at least $5 million, and at least two market makers within 90 days of joining the OTCQX. OTC Markets Group notified us on May 31, 2018 that we were not in compliance with the $0.10 trading price or $5 million market capitalization requirements over the preceding 30 calendar days. If we do not achieve compliance with both standards for 10 consecutive trading days by November 27, 2018, we must either choose to be traded on the OTCQB Venture Market or be moved to the OTC Pink marketplace.

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

Share Issuances

We did not issue any shares of our common stock during the three and six-month periods ended June 30, 2018, in transactions not registered under the Securities Act of 1933, except as previously reported in our Current Reports on Form 8-K.

Share Repurchases

We did not purchase any shares of our common stock during the three and six-month periods ended June 30, 2018.

ITEM 3 Defaults Upon Senior Securities

None, except as previously reported on Forms 8-K.

ITEM 4 Mine Safety Disclosure

None.

ITEM 5 Other Information

The Company entered into a Sixth Amendment dated as of August 9, 2018 (the “Sixth Amendment”) to the Amended and Restated Credit Agreement dated as of May 11, 2017 (the “A&R Credit Agreement”) by and between the Company and SWK Funding LLC (“SWK”). Pursuant to the Sixth Amendment, SWK agreed to lend the Company $0.8 million in addition to $11.9 million previously outstanding collectively under the Fifth Amendment, the August 2017 Term Loan, the May 2018 Term Loan (collectively, with the Sixth Amendment, the “Term Loan Amendments”), and the A&R Credit Agreement. All principal and interest outstanding under the Term Loan Amendments will be due and payable on September 4, 2018. The other terms and conditions of the Sixth Amendment are the same as those applicable to the primary term loan advanced by SWK to the Company under the A&R Credit Agreement.

The foregoing description is qualified in its entirety by reference to the full text of the Sixth Amendment, which is attached hereto and incorporated by reference herein as Exhibit 10.5.

41

ITEM 6 Exhibits

Exhibit No.	Description of Exhibit
10.1	Fourth Amendment to Amended and Restated Credit Agreement dated as of May 8, 2018, among Hooper Holmes, Inc., SWK Funding LLC and the other parties thereto. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q, Exhibit 10.2, filed with the SEC on May 15, 2018).
10.2	Forbearance Agreement dated as of May 11, 2018, by and between Hooper Holmes, Inc. and CNH Finance Fund I, L.P. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q, Exhibit 10.3, filed with the SEC on May 15, 2018).
10.3	Forbearance Agreement dated as of May 31, 2018, by and between Hooper Holmes, Inc. and CNH Finance Fund I, L.P.*
10.4	Fifth Amendment to Amended and Restated Credit Agreement dated as of June 1, 2018, among Hooper Holmes, Inc., SWK Funding LLC, and the other parties thereto.*
10.5	Sixth Amendment to Amended and Restated Credit Agreement dated as of August 9, 2018, among Hooper Holmes, Inc., SWK Funding LLC, and the other parties thereto.*
31.1	Certification of Chief Restructuring Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.*
32.1	Certification of Chief Restructuring Officer (Principal Executive Officer) pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.*
32.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Label Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

* Filed herewith.

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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 thereunto duly authorized.

Hooper Holmes, Inc.

Dated: August 14, 2018

By: /s/ James Fleet

James Fleet

Chief Restructuring Officer

(Principal Executive Officer)

By: /s/ Kevin Johnson

Kevin Johnson

Chief Financial Officer

(Principal Financial and Accounting Officer)

43

EX-10.3

EXECUTION COPY FORBEARANCE AGREEMENT AND AMENDMENT TO CREDIT AND SECURITY AGREEMENT THIS FORBEARANCE AGREEMENT AND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Agreement”), entered into as of May 31, 2018, is made and entered into by and among CNH FINANCE FUND I, L.P. (formerly known as SCM SPECIALTY FINANCE OPPORTUNITIES FUND, L.P.), a Delaware limited partnership (“Lender”) and HOOPER HOLMES, INC., a New York corporation (“Hooper Holmes”), HOOPER DISTRIBUTION SERVICES, LLC, a New Jersey limited liability company (“Hooper Distribution”), HOOPER WELLNESS, LLC, a Kansas limited liability company (“Hooper Wellness”), ACCOUNTABLE HEALTH SOLUTIONS, LLC, a Kansas limited liability company (“Accountable Health”), HOOPER INFORMATION SERVICES, INC., a New Jersey corporation (“Hooper Information”), HOOPER KIT SERVICES, LLC, a Kansas limited liability company (“Hooper Kit”), and PROVANT HEALTH SOLUTIONS, LLC, a Rhode Island limited liability company (“Provant Health”, together with Hooper Holmes, Hooper Distribution, Hooper Wellness, Accountable Health, Hooper Information and Hooper Kit, individually, a “Borrower,” and collectively, the “Borrowers”). WHEREAS, Borrowers and Lender are parties to that certain Credit and Security Agreement dated as of April 29, 2016 (as amended to date, and as the same may from time to time be further amended, restated, supplemented or otherwise modified, the “Credit Agreement”), pursuant to which, subject to the terms and conditions set forth therein, Lender has made certain credit facilities available to Borrowers. WHEREAS, (a) Borrowers have failed to make a principal payment of $250,000 under the Closing Date Subordinated Debt Documents when due on March 15, 2018, which is an Event of Default under Section 8.1(f) of the Credit Agreement, (b) Borrowers have failed to make a principal payment of $1,750,000 under the Closing Date Subordinated Debt Documents when due on April 30, 2018, which is an Event of Default under Section 8.1(f) of the Credit Agreement, (c) the chief executive officer of the Borrowers has resigned giving rise to a Change of Control, which is an Event of Default under Section 8.1(i) of the Credit Agreement, (d) Borrowers have failed to furnish to Lender annual consolidated and consolidating financial statements for 2017, in the time and as otherwise required by Section 6.1(a)(i) of the Credit Agreement, (e) Borrowers have failed to furnish to Lender monthly consolidated and consolidating financial statements for January, February, March and April of 2018 in the time and as otherwise required by Section 6.1(a)(ii) of the Credit Agreement, (f) Borrowers have failed to furnish to Lender Compliance Certificates and bank statements required to be provided by Sections 6.1(a) of the Credit Agreement for 2017 and January, February, March and April of 2018 in the time and as otherwise required, and (g) for the quarters ending on December 31, 2017 and March 30, 2018, Borrowers have violated each of the financial and loan covenants set forth on Annex I of the Credit Agreement, in breach of the covenant set forth in Section 7.1 of the Credit Agreement (collectively, the “Subject Events of Default”); WHEREAS, by reason of the existence of the Subject Events of Default, Lender has full legal right to exercise its rights and remedies under the Credit Agreement and the other Loan Documents as a result of the occurrence of the Subject Events of Default, and Borrowers have no defenses, offsets or counterclaims to the exercise of such rights and remedies; DM3\5225908.2

WHEREAS, Borrowers have requested and Lender has agreed to, among other things, for the period from the date hereof through the Forbearance Period (as defined below) to forbear from exercising its rights and remedies under the Loan Documents with respect to the Subject Events of Default subject to the satisfaction or waiver, in Lender’s sole discretion, of each of the conditions precedent set forth herein. WHEREAS, Borrowers and Lender desire to amend the Credit Agreement as more particularly set forth herein. NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Defined Terms. Initially capitalized terms used herein and not defined herein that are defined in the Credit Agreement shall have the meanings assigned to them in the Credit Agreement (as amended hereby). 2. Agreement to Forbear. During the period commencing on the date hereof and ending on the earlier to occur of (i) August 31, 2018 and (ii) the occurrence of any Additional Default (as defined below) (the “Forbearance Period”), and subject to the specific conditions precedent set forth in Section 9 hereof and to the other terms and conditions of this Agreement, Lender agrees that it will forbear from exercising its rights and remedies under the Loan Documents due to the Subject Events of Default. Notwithstanding any provision of this Agreement, the Forbearance Period shall terminate, and nothing contained herein shall limit any rights or remedies of Lender under the Credit Agreement or any other Loan Document, upon a Default or Event of Default which is not a Subject Event of Default (each an “Additional Default”). For purposes of this Agreement, a default or termination of the forbearance period under the SWK Forbearance Agreement (as defined in Section 9(b) hereof) shall constitute an Additional Default. Upon the expiration or termination of the Forbearance Period, Lender’s forbearance shall automatically terminate and Lender shall be entitled to exercise any and all of its rights and remedies under this Agreement, the Credit Agreement and the Loan Documents without further notice. Borrowers hereby agree that Lender shall have no obligation to extend the Forbearance Period; provided, however, that Borrowers and Lender may extend such Forbearance Period by written agreement. 3. Default Interest. During the Forbearance Period and while any Event of Default remains outstanding and uncured, in accordance with Section 3.6 of the Credit Agreement, the Applicable Rate of interest with respect to the Obligations shall continue to accrue at the Default Rate. 4. Amendment to Credit Agreement. (a) The definition of “Termination Date” set forth in Section 1.2 of the Credit Agreement is hereby amended and restated in its entirety as follows: “ “Termination Date” means, unless extended by Lender in its sole discretion in writing in advance of the Termination Date, the earlier to occur of (a) consummation of a Transaction (as defined in the Forbearance 2 DM3\5225908.2

Agreement), (b) September 4, 2018, (c) any date on which the Lender accelerates the maturity of the Loans pursuant to Article VIII, or (d) the termination date stated in any notice of termination of this Agreement provided by Borrowers in accordance with Section 11.1.” (b) The definition of “Forbearance Agreement” is hereby added to Section 1.2 of the Credit Agreement as follows: “ “Forbearance Agreement” means the Forbearance Agreement and Amendment to Credit and Security Agreement, dated as of May 31, 2018, by and among the Borrowers and the Lender.” 5. Overadvance. In accordance with Section 2.1(a)(iii) of the Credit Agreement, the Lender has made Advances to Borrowers of up to $250,000 in excess of Availability. Subject to the terms and conditions of this Agreement, during the period beginning on June 1, 2018 and ending on August 28, 2018, the Lender shall continue to make Advances to Borrowers of up to $250,000 in excess of Availability (the “Overadvances”). Borrowers hereby agree that Lender shall have no obligation to make any Overadvances beyond the earlier to occur of August 28, 2018 and the termination of the Forbearance Period. 6. No Waiver. Nothing contained in this Agreement or any other communication between Lender, Borrowers or any other loan party shall be a waiver of any past, present or future violation, Default or Event of Default of Borrowers under the Credit Agreement or any Loan Document. Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any violation, Default or Event of Default, and any failure by Lender to exercise any right, privilege or remedy as a result of the violations set forth above shall not directly or indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the rights of Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any Loan Document or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrowers or any rights, privilege or remedy of Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing in this Agreement shall be construed to be a consent by Lender to any prior, existing or future violations of the Credit Agreement or any Loan Document. 7. Future Compliance. Borrowers are hereby notified that irrespective of (i) any waivers or consents previously granted by Lender regarding the Credit Agreement and the Loan Documents, (ii) any previous failures or delays of Lender in exercising any right, power or privilege under the Credit Agreement or the Loan Documents or (iii) any previous failures or delays of Lender in the monitoring or in the requiring of compliance by Borrowers with the duties, obligations and agreements of Borrowers in the Credit Agreement and the Loan Documents, Borrowers will be expected to and required to comply strictly with its duties, obligations and agreements under the Credit Agreement and the Loan Documents. 8. Representations and Warranties. Each Borrower represents and warrants to Lender that, before and after giving effect to this Agreement: 3 DM3\5225908.2

(a) All warranties and representations made to Lender under the Credit Agreement and the Loan Documents are true and correct on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date (except to the extent such representations and warranties expressly relate to an earlier date). (b) The execution, delivery and performance by each Credit Party of this Agreement and any assignment, instrument, document, or agreement executed and delivered in connection herewith and the consummation of the transactions contemplated hereby and thereby (i) have been duly authorized by all requisite action of the appropriate Credit Party and have been duly executed and delivered by or on behalf of such Credit Party; (ii) do not violate any provisions of (A) applicable law, statute, rule, regulation, ordinance or tariff, (B) any order of any Governmental Authority binding on any Credit Party or any of the Credit Parties’ respective properties the effect of which would reasonably be expected to have a Material Adverse Effect, or (C) the certificate of incorporation or bylaws (or any other equivalent governing agreement or document) of each Credit Party, or any agreement between any Credit Party and its shareholders, members, partners or equity owners or among any such shareholders, members, partners or equity owners; (iii) are not in conflict with, and do not result in a breach or default of or constitute an Event of Default, or an event, fact, condition, breach, Default or Event of Default under, any indenture, agreement or other instrument to which any Credit Party is a party, or by which the properties or assets of any Credit Party are bound, the effect of which would reasonably be expected to have a Material Adverse Effect; (iv) except as set forth herein, will not result in the creation or imposition of any Lien of any nature upon any of the properties or assets of any Credit Party, and (v) do not require the consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or Credit Party unless otherwise obtained. (c) This Agreement and any assignment, instrument, document, or agreement executed and delivered in connection herewith constitutes the legal, valid and binding obligation of each respective Credit Party, enforceable against such Credit Party in accordance with its respective terms. (d) Except for the Subject Events of Default, no Default or Event of Default has occurred and is continuing or would exist under the Credit Agreement or any of the Loan Documents, before and after giving effect to this Agreement. 9. Conditions Precedent. The forbearance set forth in Section 2 hereof and the amendments set forth in Section 4 hereof shall be effective on the date hereof upon completion of the following conditions precedent (with all documents to be in form and substance satisfactory to Lender and Lender’s counsel): (a) Lender shall have received this Agreement duly executed by Borrowers; (b) Lender shall have received that certain Fifth Amendment to Amended and Restated Credit Agreement by and among Hooper Holmes and Closing Date Subordinated Creditor dated as of May 31, 2018 (the “SWK Forbearance Agreement”), duly executed by all parties thereto; 4 DM3\5225908.2

(c) Payment of all fees, charges and expenses payable to Lender on or prior to the date hereof, if any, and a forbearance fee which Borrowers hereby agree Lender has fully earned as of the date hereof in an amount equal to Twenty Nine Thousand and No/100 Dollars ($29,000.00); (d) All corporate, limited partnership and limited liability company proceedings taken in connection with the transactions contemplated by this Agreement and all documents, instruments and other legal matters incident thereto shall be satisfactory to Lender; and (e) Borrowers shall have executed and/or delivered such additional documents, instruments and agreements as requested by Lender. 10. Post-Closing Obligations. Borrowers shall comply with each of the following additional covenants and requirements at all times prior to the payment in full of the Obligations, the failure of which would constitute an immediate Event of Default and termination of the forbearance provided for in Section 2 of this Agreement: (a) On the first Business Day of each week during the Forbearance Period, Borrowers shall provide to Lender an updated cash flow forecast for Borrowers substantially in the form attached hereto as Exhibit A, as well as a cumulative comparison of actual results to prior cash flow projections delivered by Borrowers to Lender in form and substance acceptable to Lender. Any financial reporting or information provided to the Closing Date Subordinated Creditor shall be provided contemporaneously to the Lender. (b) Borrowers’ actual expenses for the period covered in the cash flow forecast attached hereto as Exhibit A shall not exceed the budget amounts for such expenses by more than 15% unless otherwise agreed to by Lender in its sole discretion. (c) Borrowers shall continue to use reasonable best efforts to identify potential acquirers or investors and to effectuate a transaction that results in a merger, acquisition, or similar material investment (a “Transaction”) in Borrowers as imminently as reasonably possible. Borrowers further agree to cooperate with Lender and potential acquirers and investors and to use reasonable best efforts to assist all parties in completing the Transaction. In addition, Borrowers shall continue to engage a financial advisor (the “Advisor”), reasonably acceptable to Lender to advise and represent Borrowers in relation to the Transaction until the earlier of the consummation of such Transaction or the payment in full of the Obligations. Borrowers shall provide to Lender any and all information and documentation provided to the Closing Date Subordinated Creditor, including any information and documentation relating to a Transaction or potential Transaction, with such information and documentation provided to Lender contemporaneously with its provision to the Closing Date Subordinated Creditor. (d) Unless otherwise agreed to by Lender in its commercially-reasonable discretion, Borrowers shall meet or exceed any milestone or deadlines established by the Advisor from time to time in relation to a Transaction, as such milestones or deadlines shall be agreed to by Lender and Borrowers from time to time in their commercially reasonable discretion. 11. Miscellaneous. 5 DM3\5225908.2

(a) Full Force and Effect. Each reference in the Credit Agreement to “this Agreement”, “herein”, “hereof” and words of like import and each reference in the Credit Agreement and the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Credit Agreement. (b) Ratification. Borrowers hereby restate, ratify and reaffirm each and every term and condition set forth in the Credit Agreement and the Loan Documents effective as of the date hereof. (c) Release. By execution of this Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employees, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the “Indemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement, the other Loan Documents, or any Transaction, which Releasing Parties ever had or now have against any Released Party, including, without limitation, any presently existing claim or defense whether or not presently suspected, contemplated or anticipated. (d) Security Interest. Borrowers hereby confirm and agree that all security interests and liens granted to Lender continue in full force and effect and shall continue to secure the Obligations. All Collateral remains free and clear of any liens other than liens in favor of Lender and Permitted Liens. Nothing herein contained is intended to in any way impair or limit the validity, priority and extent of Lender’s existing security interest in and liens upon the Collateral. (e) Costs and Expenses. Borrowers agree to pay on demand all usual and customary costs and expenses of Lender and/or its Affiliates in connection with the preparation, execution, delivery and enforcement of this Agreement and all other agreements and instruments executed in connection herewith, including, without limitation, reasonable attorneys’ fees and expenses of Lender’s counsel. 6 DM3\5225908.2

(f) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PROVISIONS. (g) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same respective agreement. Signatures sent by facsimile or electronic mail shall be deemed originals for all purposes and shall bind the parties hereto. (h) Loan Document. This Agreement and any assignment, instrument, document, or agreement executed and delivered in connection with or pursuant to this Agreement shall be deemed to be a “Loan Document” under and as defined in the Credit Agreement for all purposes. [Signature Pages Follow.] 7 DM3\5225908.2

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first hereinabove written. BORROWERS: HOOPER HOLMES, INC., a New York corporation HOOPER WELLNESS, LLC, a Kansas limited liability company ACCOUNTABLE HEALTH SOLUTIONS, LLC, a Kansas limited liability company HOOPER INFORMATION SERVICES, INC., a New Jersey corporation HOOPER KIT SERVICES, LLC, a Kansas limited liability company By: Name: James E. Fleet Title: Chief Restructuring Officer HOOPER DISTRIBUTION SERVICES, LLC, a New Jersey limited liability company By: Name: James E. Fleet Title: Chief Restructuring Officer PROVANT HEALTH SOLUTIONS, LLC, a Rhode Island limited liability company By: Name: James E. Fleet Title: Chief Restructuring Officer Signature Page to Forbearance Agreement and Amendment to Credit and Security Agreement

LENDER: CNH FINANCE FUND I, L.P., a Delaware limited partnership By: Name: Timothy Peters Title: Authorized Signatory Signature Page to Forbearance Agreement and Amendment to Credit and Security Agreement

EX-10.4

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of May 31, 2018 (the “Effective Date”), is entered into by and among HOOPER HOLMES, INC., a New York Corporation (“Borrower”), each of the undersigned financial institutions (individually each a “Lender” and collectively “Lenders”) and SWK FUNDING LLC, a Delaware limited liability company, in its capacity as administrative agent for the other Lenders (in such capacity, “Agent”). RECITALS WHEREAS, Borrower, Agent and Lenders entered into that certain Amended and Restated Credit Agreement, dated as of May 11, 2017, which amended and restated that certain Credit Agreement, dated as of April 17, 2015, by and among the Borrower, Agent and Lenders (as heretofore amended and as the same may be further amended, modified or restated from time to time, being hereinafter referred to as the “Credit Agreement”; capitalized terms used in this Amendment are defined in the Credit Agreement unless otherwise stated); WHEREAS, Borrower, Agent and Lenders desire to enter into an immediate initial forbearance to allow for further discussions among Borrower, Agent and Lenders regarding a resolution acceptable to Borrower, Agent and Lenders; and WHEREAS, Borrower, Agent and Lenders desire and are willing, to amend the Credit Agreement as set forth below. AGREEMENT NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: ARTICLE I Limited Forbearance 1.1 Certain Events of Default have occurred and are continuing, including, without limitation, Borrower’s failure to repay all outstanding principal and interest in relation to the August 2017 Term Loan on or prior to April 30, 2018 (collectively, the “Existing Defaults”). At the request of Borrower, Agent and Lenders shall forbear from exercising any remedies in connection with any Existing Default so long as Borrower complies with the covenants set forth in Section 3.2 of this Amendment. The forbearance provided for in this Section 1.1 shall automatically terminate on August 31, 2018 (the “Forbearance Period”) without the need for any further action or notice by Agent or Lenders. Notwithstanding anything herein to the contrary, Borrower, Agent, and Lenders may extend such Forbearance Period by written agreement. 1 [Hooper] Fifth Amendment to A&R Credit Agreement #57987201

1.2 Nothing contained in this Amendment or any other communication between Agent, any Lender, Borrower or any other Loan Party shall be a waiver of any past, present or future violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Subject to Section 1.1 of this Amendment, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any violation, Default or Event of Default, and any failure by Agent or any Lender to exercise any right, privilege or remedy as a result of the violations set forth above shall not directly or indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the rights of Agent or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any Loan Document or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any Loan Document. 1.3 Subject to the terms of this Amendment, Borrower is hereby notified that irrespective of (i) any waivers or consents previously granted by Agent or any Lender regarding the Credit Agreement and the Loan Documents, (ii) any previous failures or delays of Agent or any Lender in exercising any right, power or privilege under the Credit Agreement or the Loan Documents or (iii) any previous failures or delays of Agent or any Lender in the monitoring or in the requiring of compliance by Borrower with the duties, obligations and agreements of Borrower in the Credit Agreement and the Loan Documents, Borrower will be expected to comply strictly with its duties, obligations and agreements under the Credit Agreement and the Loan Documents. ARTICLE II Amendments to Credit Agreement 2.1 Amendment to Section 2.1.1. Effective as of the Effective Date, Section 2.1.1 of the Credit Agreement is amended and restated in its entirety to read as follows: “2.1.1 Term Loan Commitments. (a) (i) The Lenders, severally and for themselves alone, made (i) a term loan (the “Original Term Loan”) in connection with the Existing Credit Agreement in the original principal amount of $5,000,000 and (ii) an additional term loan (“Additional Term Loan” and together with the Original Term Loan, collectively the “Closing Date Term Loan”) on the Closing Date in the original principal amount of $2,824,123.80, resulting in an aggregate, outstanding principal amount of $6,500,000 as of the Closing Date. (ii) The Lenders, severally and for themselves alone, made an additional term loan to Borrower, on or about August 8, 2017, in the amount of $2,000,000 (the “August 2017 Term Loan”). 2 [Hooper] Fifth Amendment to A&R Credit Agreement #57987201

(iii) The Lenders, severally and for themselves alone, made additional term loans to Borrower, pursuant to that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of May 8, 2018, in the aggregate amount of $1,500,000 (collectively, the “May 2018 Term Loan”). (iv) As of May 31, 2018 (and prior to any additional advances of the Term Loan described in Section 2.1.1(b) below) (x) the outstanding principal balance of the Closing Date Term Loan is $6,500,000.00, (y) the outstanding principal balance of the August 2017 Term Loan is $1,750,000.00 and (z) the outstanding principal balance of the May 2018 Term Loan is $1,500,000. (b) Subject to the terms and conditions set forth in that certain Fifth Amendment to Amended and Restated Credit Agreement dated as of May 31, 2018 (the “Fifth Amendment”), each Lender, severally and for itself alone, agrees to make additional term loans to Borrower (each such loan, individually and collectively, the “Fifth Amendment Term Loan”) in an aggregate amount equal to such Lender’s applicable Pro Rata Share of $5,017,000.00. During the period beginning on June 1, 2018 and ending on August 28, 2018, so long as Borrower is in compliance with the covenants set forth in the Fifth Amendment, Lenders shall make additional advances within two (2) Business Days of the written request therefore to Agent, in an amount not to exceed $5,017,000.00 in the aggregate and subject to a distribution schedule as reasonably agreed to by Agent and Borrower from time to time. The Additional Term Loan, the Original Term Loan, the August 2017 Term Loan, the May 2018 Term Loan and the Fifth Amendment Term Loan shall be deemed a single term Loan (each such loan, individually and collectively, the “Term Loan”). The Commitments of Lenders to make the Fifth Amendment Term Loan (or any portion thereof) shall terminate concurrently with the making of the Fifth Amendment Term Loan (or any portion thereof) in accordance with this Section 2.1.1(b). The Loan is not a revolving credit facility, and therefore, any amount thereof that is repaid or prepaid by Borrower, in whole or in part, may not be re-borrowed. (c) Notwithstanding anything set forth in this Agreement (including, without limitation, Section 2.9 hereof) or any other Loan Document to the contrary, the remaining principal balance of the August 2017 Term Loan, the May 2018 Term Loan and the Fifth Amendment Term Loan, together with all interest accrued in relation thereto, shall be due and payable on or prior to September 4, 2018.” ARTICLE III Conditions Precedent and Post-Closing Obligations 3.1 Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent in a manner satisfactory to Agent, unless specifically waived in writing by Agent in its sole discretion: 3 [Hooper] Fifth Amendment to A&R Credit Agreement #57987201

A. Agent shall have received this Amendment and the Reaffirmation of the Amended and Restated Guarantee and Collateral Agreement, duly executed by all parties thereto. B. The representations and warranties contained herein and in the Credit Agreement and the other Loan Documents, as each is amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof, except for such representations and warranties as are by their express terms limited to a specific date. C. All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Agent. 3.2 Post-Closing Obligations. Borrower shall comply with each of the additional covenants and requirements at all times prior to the payment in full of the Obligations, the failure of which would constitute an immediate Event of Default and termination of the forbearance provided for in Section 1.1 of this Amendment: A. On the first Business Day of each week following the Effective Date, Borrower shall provide to Agent an updated cash flow forecast for Borrower substantially in the form attached hereto as Exhibit A, as well as a cumulative comparison of actual results to prior cash flow projections delivered by Borrower to Agent in form and substance acceptable to Agent. B. Borrower’s actual expenses for the period covered in the cash flow forecast attached hereto as Exhibit A shall not exceed the budget amounts for such expenses by more than 15% unless otherwise agreed to by Agent in its sole discretion. C. Borrower shall continue to use reasonable best efforts to identify potential acquirers or investors and to effectuate a transaction that results in a merger, acquisition, or similar material investment (the “Transaction”) in Borrower as imminently as reasonably possible. D. Borrower further agrees to cooperate with Agent and potential acquirers and investors and to use reasonable best efforts to assist all parties in completing the Transaction. In addition, Borrower shall continue to engage a financial advisor (the “Advisor”), reasonably acceptable to Agent to advise and represent Borrower in relation to the Transaction, until the earlier of the consummation of such Transaction or the payment in full of the Obligations. E. Unless otherwise agreed to by Agent in its commercially-reasonable discretion, Borrower shall meet or exceed any milestone or deadlines established by the Advisor from time to time in relation to the Transaction, as such milestones or deadlines shall be agreed to by Agent and Borrower from time to time in their commercially reasonable discretion. ARTICLE IV 4 [Hooper] Fifth Amendment to A&R Credit Agreement #57987201

Ratifications, Representations and Warranties 4.1 Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and the other Loan Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Borrower, Lenders and Agent agree that the Credit Agreement and the other Loan Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. Borrower agrees that this Amendment is not intended to and shall not cause a novation with respect to any or all of the Obligations. 4.2 Representations and Warranties. Borrower hereby represents and warrants to Agent and Lenders that (a) the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith have been authorized by all requisite action (as applicable) on the part of Borrower and will not violate the organizational documents of Borrower; (b) Borrower’s directors have authorized the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Credit Agreement, as amended hereby, and any other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date (except to the extent such representations and warranties expressly relate to an earlier date); and (d) except as disclosed to Agent, Borrower has not amended its organizational documents since the date of the Credit Agreement. ARTICLE V Miscellaneous Provisions 5.1 Survival of Representations and Warranties. All representations and warranties made in the Credit Agreement or any other Loan Document, including, without limitation, any document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Agent or any Lender or any closing shall affect the representations and warranties or the right of Agent and each Lender to rely upon them. 5.2 Reference to Credit Agreement. Each of the Credit Agreement and the other Loan Documents, and any and all other Loan Documents, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby amended so that any reference in the Credit Agreement and such other Loan Documents to the Credit Agreement shall mean a reference to the Credit Agreement, as amended hereby. 5.3 Expenses of Agent. As provided in the Credit Agreement, Borrower agrees to pay on demand all costs and expenses incurred by Agent, or its Affiliates, in connection with the preparation, negotiation, and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the reasonable costs and fees of legal counsel, and all costs and 5 [Hooper] Fifth Amendment to A&R Credit Agreement #57987201

expenses incurred by Agent and each Lender in connection with the enforcement or preservation of any rights under the Credit Agreement, as amended hereby, or any other Loan Documents, including, without, limitation, the reasonable costs and fees of legal counsel. 5.4 Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. 5.5 Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Agent and each Lender and Borrower and their respective successors and assigns, except that Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Agent. 5.6 Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. This Amendment may be executed by facsimile or electronic (.pdf) transmission, which facsimile or electronic (.pdf) signatures shall be considered original executed counterparts for purposes of this Section 5.6, and each party to this Amendment agrees that it will be bound by its own facsimile or electronic (.pdf) signature and that it accepts the facsimile or electronic (.pdf) signature of each other party to this Amendment. 5.7 Effect of Waiver. No consent or waiver, express or implied, by Agent to or for any breach of or deviation from any covenant or condition by Borrower shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty. 5.8 Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. 5.9 Applicable Law. THE TERMS AND PROVISIONS OF SECTIONS 10.17 (GOVERNING LAW) AND 10.18 (FORUM SELECTION; CONSENT TO JURISDICTION) OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED HEREIN BY REFERENCE, AND SHALL APPLY TO THIS AMENDMENT MUTATIS MUTANDIS AS IF FULLY SET FORTH HEREIN. 5.10 Final Agreement. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BORROWER AND AGENT. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 6 [Hooper] Fifth Amendment to A&R Credit Agreement #57987201

REAFFIRMATION OF AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT The undersigned (the “Guarantor”) each hereby acknowledges and agrees to the amendments of the Credit Agreement contained in this Fifth Amendment to Amended and Restated Credit Agreement, dated as of May 31, 2018 (the “Amendment”), and acknowledges and reaffirms its obligations owing to Agent and the Lenders under that certain Amended and Restated Guarantee and Collateral Agreement, dated as of May 11, 2017 (the “Guarantee Agreement”) and any of the other Loan Documents to which it is a party, and agrees that such Guarantee and Loan Documents are and shall remain in full force and effect. Although Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, Guarantor understands that Agent and Lenders have no obligation to inform Guarantor of such matters in the future or to seek Guarantor’s acknowledgement or agreement to future amendments or waivers, and nothing herein shall create such a duty. [Signatures Follow] [Hooper] Fifth Amendment to A&R Credit Agreement #57987201

HOOPER HOLMES, INC., a New York corporation By: Name: James E. Fleet Title: Chief Restructuring Officer PROVANT HEALTH SOLUTIONS, LLC, a Rhode Island limited liability company By: Name: James E. Fleet Title: Chief Restructuring Officer HOOPER WELLNESS, LLC, a Kansas limited liability company By: Name: James E. Fleet Title: Chief Restructuring Officer ACCOUNTABLE HEALTH SOLUTIONS, LLC, a Kansas limited liability company By: Name: James E. Fleet Title: Chief Restructuring Officer [Hooper] Fifth Amendment to A&R Credit Agreement #57987201

HOOPER INFORMATION SERVICES, INC., a New Jersey corporation By: Name: James E. Fleet Title: Chief Restructuring Officer HOOPER DISTRIBUTION SERVICES, LLC, a New Jersey limited liability company By: Hooper Holmes, Inc., its Manager By: _________________________________ Name: James E. Fleet Title: Chief Restructuring Officer HOOPER KIT SERVICES, LLC, a Kansas limited liability company By: Hooper Holmes, Inc., its sole Member By: _______________________________ Name: James E. Fleet Title: Chief Restructuring Officer [Hooper] Fifth Amendment to A&R Credit Agreement #57987201

EXHIBIT A Form of Cash Flow Forecast (See Attached) [Hooper] Fifth Amendment to A&R Credit Agreement #57987201

EX-10.5

SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of August 10, 2018, is entered into by and among HOOPER HOLMES, INC., a New York Corporation (“Borrower”), each of the undersigned financial institutions (individually each a “Lender” and collectively “Lenders”) and SWK FUNDING LLC, a Delaware limited liability company, in its capacity as administrative agent for the other Lenders (in such capacity, “Agent”). RECITALS WHEREAS, Borrower, Agent and Lenders entered into that certain Amended and Restated Credit Agreement, dated as of May 11, 2017, which amended and restated that certain Credit Agreement, dated as of April 17, 2015, by and among the Borrower, Agent and Lenders (as heretofore amended and as the same may be further amended, modified or restated from time to time, being hereinafter referred to as the “Credit Agreement”; capitalized terms used in this Amendment are defined in the Credit Agreement unless otherwise stated); WHEREAS, Borrower, Agent and Lenders desire to enter into an immediate initial forbearance to allow for further discussions among Borrower, Agent and Lenders regarding a resolution acceptable to Borrower, Agent and Lenders; and WHEREAS, Borrower, Agent and Lenders desire and are willing, to amend the Credit Agreement as set forth below. AGREEMENT NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: ARTICLE I No Waiver; Existing Forbearance 1.1 Nothing contained in this Amendment or any other communication between Agent, any Lender, Borrower or any other Loan Party shall be a waiver of any past, present or future violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any violation, Default or Event of Default, and any failure by Agent or any Lender to exercise any right, privilege or remedy as a result of the violations set forth above shall not directly or indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the rights of Agent or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any Loan Document or any other contract or instrument or (iii) constitute 1 [Hooper] Sixth Amendment to A&R Credit Agreement #59283933

any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any Loan Document. 1.2 Borrower is hereby notified that irrespective of (i) any waivers or consents previously granted by Agent or any Lender regarding the Credit Agreement and the Loan Documents, (ii) any previous failures or delays of Agent or any Lender in exercising any right, power or privilege under the Credit Agreement or the Loan Documents or (iii) any previous failures or delays of Agent or any Lender in the monitoring or in the requiring of compliance by Borrower with the duties, obligations and agreements of Borrower in the Credit Agreement and the Loan Documents, Borrower will be expected to comply strictly with its duties, obligations and agreements under the Credit Agreement and the Loan Documents. 1.3 For the avoidance of doubt, nothing set forth in this Amendment shall have any effect on the forbearance provided for in Section 1.1 of that certain Fifth Amendment to Amended and Restated Credit Agreement dated as of May 31, 2018 (the “Forbearance”). ARTICLE II Amendments to Credit Agreement 2.1 Amendment to Section 2.1.1. Effective as of the date hereof, Section 2.1.1 of the Credit Agreement is amended and restated in its entirety to read as follows: “2.1.1 Term Loan Commitments. (a) (i) The Lenders, severally and for themselves alone, made (i) a term loan (the “Original Term Loan”) in connection with the Existing Credit Agreement in the original principal amount of $5,000,000 and (ii) an additional term loan (“Additional Term Loan” and together with the Original Term Loan, collectively the “Closing Date Term Loan”) on the Closing Date in the original principal amount of $2,824,123.80, resulting in an aggregate, outstanding principal amount of $6,500,000 as of the Closing Date. (ii) The Lenders, severally and for themselves alone, made an additional term loan to Borrower, on or about August 8, 2017, in the amount of $2,000,000 (the “August 2017 Term Loan”). (iii) The Lenders, severally and for themselves alone, made additional term loans to Borrower, pursuant to that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of May 8, 2018, in the aggregate amount of $1,500,000 (collectively, the “May 2018 Term Loan”). (iv) As of August 10, 2018 (and in addition to any additional advances of the Term Loan described in Section 2.1.1(b) below) (x) the 2 [Hooper] Sixth Amendment to A&R Credit Agreement #59283933

outstanding principal balance of the Closing Date Term Loan is $6,500,000.00, (y) the outstanding principal balance of the August 2017 Term Loan is $1,750,000.00 and (z) the outstanding principal balance of the May 2018 Term Loan is $1,500,000. (b) Subject to the terms and conditions set forth in that certain Fifth Amendment to Amended and Restated Credit Agreement dated as of May 31, 2018 (the “Fifth Amendment”), each Lender, severally and for itself alone, agrees to make additional term loans to Borrower (each such loan, individually and collectively, the “Fifth Amendment Term Loan”) in an aggregate amount equal to such Lender’s applicable Pro Rata Share of $5,817,000. During the period beginning on June 1, 2018 and ending on August 28, 2018, so long as Borrower is in compliance with the covenants set forth in the Fifth Amendment, Lenders shall make additional advances within two (2) Business Days of the written request therefore to Agent, in an amount not to exceed $5,817,000 in the aggregate and subject to a distribution schedule as reasonably agreed to by Agent and Borrower from time to time. The Additional Term Loan, the Original Term Loan, the August 2017 Term Loan, the May 2018 Term Loan and the Fifth Amendment Term Loan shall be deemed a single term Loan (each such loan, individually and collectively, the “Term Loan”). The Commitments of Lenders to make the Fifth Amendment Term Loan (or any portion thereof) shall terminate concurrently with the making of the Fifth Amendment Term Loan (or any portion thereof) in accordance with this Section 2.1.1(b). The Loan is not a revolving credit facility, and therefore, any amount thereof that is repaid or prepaid by Borrower, in whole or in part, may not be re-borrowed. Borrower, Agent and Lenders each hereby acknowledge and Agree that, as of the execution of that certain Sixth Amendment to Amended and Restated Credit Agreement, dated as of August 10, 2018, by and among Borrower, Agent and Lenders, the outstanding principal balance of the Fifth Amendment Term Loan that has previously been advanced to Borrower is equal to $5,017,000.00. (c) Notwithstanding anything set forth in this Agreement (including, without limitation, Section 2.9 hereof) or any other Loan Document to the contrary, the remaining principal balance of the August 2017 Term Loan, the May 2018 Term Loan and the Fifth Amendment Term Loan, together with all interest accrued in relation thereto, shall be due and payable on or prior to September 4, 2018.” ARTICLE III Conditions Precedent and Post-Closing Obligations 3.1 Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent in a manner satisfactory to Agent, unless specifically waived in writing by Agent in its sole discretion: A. Agent shall have received this Amendment and the Reaffirmation of the Amended and Restated Guarantee and Collateral Agreement, duly executed by all parties 3 [Hooper] Sixth Amendment to A&R Credit Agreement #59283933

thereto. B. The representations and warranties contained herein and in the Credit Agreement and the other Loan Documents, as each is amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof, except for such representations and warranties as are by their express terms limited to a specific date. C. All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Agent. 3.2 Post-Closing Obligations. Borrower shall comply with each of the additional covenants and requirements at all times prior to the payment in full of the Obligations, the failure of which would constitute an immediate Event of Default and termination of the Forbearance: A. On the first Business Day of each week, Borrower shall provide to Agent an updated cash flow forecast for Borrower substantially in the form attached hereto as Exhibit A, as well as a cumulative comparison of actual results to prior cash flow projections delivered by Borrower to Agent in form and substance acceptable to Agent. Such cash flow forecast will also detail the Borrower’s accounts receivable, accounts payable and accrued liabilities with days aging. B. Borrower’s actual expenses for the period covered in the cash flow forecast attached hereto as Exhibit A shall not exceed the budget amounts for such expenses by more than 15% unless otherwise agreed to by Agent in its sole discretion. C. Borrower shall continue to use reasonable best efforts to identify potential acquirers or investors and to effectuate a transaction that results in a merger, acquisition, or similar material investment (the “Transaction”) in Borrower as imminently as reasonably possible. D. Borrower further agrees to cooperate with Agent and potential acquirers and investors and to use reasonable best efforts to assist all parties in completing the Transaction. In addition, Borrower shall continue to engage a financial advisor (the “Advisor”), reasonably acceptable to Agent to advise and represent Borrower in relation to the Transaction, until the earlier of the consummation of such Transaction or the payment in full of the Obligations. E. Unless otherwise agreed to by Agent in its commercially-reasonable discretion, Borrower shall meet or exceed any milestone or deadlines established by the Advisor from time to time in relation to the Transaction, as such milestones or deadlines shall be agreed to by Agent and Borrower from time to time in their commercially reasonable discretion. ARTICLE IV Ratifications, Representations and Warranties 4 [Hooper] Sixth Amendment to A&R Credit Agreement #59283933

4.1 Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and the other Loan Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Borrower, Lenders and Agent agree that the Credit Agreement and the other Loan Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. Borrower agrees that this Amendment is not intended to and shall not cause a novation with respect to any or all of the Obligations. 4.2 Representations and Warranties. Borrower hereby represents and warrants to Agent and Lenders that (a) the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith have been authorized by all requisite action (as applicable) on the part of Borrower and will not violate the organizational documents of Borrower; (b) Borrower’s directors have authorized the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Credit Agreement, as amended hereby, and any other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date (except to the extent such representations and warranties expressly relate to an earlier date); and (d) except as disclosed to Agent, Borrower has not amended its organizational documents since the date of the Credit Agreement. ARTICLE V Miscellaneous Provisions 5.1 Survival of Representations and Warranties. All representations and warranties made in the Credit Agreement or any other Loan Document, including, without limitation, any document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Agent or any Lender or any closing shall affect the representations and warranties or the right of Agent and each Lender to rely upon them. 5.2 Reference to Credit Agreement. Each of the Credit Agreement and the other Loan Documents, and any and all other Loan Documents, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby amended so that any reference in the Credit Agreement and such other Loan Documents to the Credit Agreement shall mean a reference to the Credit Agreement, as amended hereby. 5.3 Expenses of Agent. As provided in the Credit Agreement, Borrower agrees to pay on demand all costs and expenses incurred by Agent, or its Affiliates, in connection with the preparation, negotiation, and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the reasonable costs and fees of legal counsel, and all costs and expenses incurred by Agent and each Lender in connection with the enforcement or preservation 5 [Hooper] Sixth Amendment to A&R Credit Agreement #59283933

of any rights under the Credit Agreement, as amended hereby, or any other Loan Documents, including, without, limitation, the reasonable costs and fees of legal counsel. 5.4 Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. 5.5 Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Agent and each Lender and Borrower and their respective successors and assigns, except that Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Agent. 5.6 Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. This Amendment may be executed by facsimile or electronic (.pdf) transmission, which facsimile or electronic (.pdf) signatures shall be considered original executed counterparts for purposes of this Section 5.6, and each party to this Amendment agrees that it will be bound by its own facsimile or electronic (.pdf) signature and that it accepts the facsimile or electronic (.pdf) signature of each other party to this Amendment. 5.7 Effect of Waiver. No consent or waiver, express or implied, by Agent to or for any breach of or deviation from any covenant or condition by Borrower shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty. 5.8 Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. 5.9 Applicable Law. THE TERMS AND PROVISIONS OF SECTIONS 10.17 (GOVERNING LAW) AND 10.18 (FORUM SELECTION; CONSENT TO JURISDICTION) OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED HEREIN BY REFERENCE, AND SHALL APPLY TO THIS AMENDMENT MUTATIS MUTANDIS AS IF FULLY SET FORTH HEREIN. 5.10 Final Agreement. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BORROWER AND AGENT. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 6 [Hooper] Sixth Amendment to A&R Credit Agreement #59283933

IN WITNESS WHEREOF, this Amendment has been executed and is effective as of the date first above-written. BORROWER: HOOPER HOLMES, INC., a New York corporation By: Name: James E Fleet Title: Chief Restructuring Officer AGENT AND LENDER: [Signature Page] Sixth Amendment to A&R Credit Agreement #59283933

SWK FUNDING LLC, as Agent and a Lender By: SWK Holdings Corporation, its sole Manager By: Name: Winston Black Title: Chief Executive Officer [Signature Page] Sixth Amendment to A&R Credit Agreement #59283933

REAFFIRMATION OF AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT The undersigned (the “Guarantor”) each hereby acknowledges and agrees to the amendments of the Credit Agreement contained in this Sixth Amendment to Amended and Restated Credit Agreement, dated as of August 10, 2018 (the “Amendment”), and acknowledges and reaffirms its obligations owing to Agent and the Lenders under that certain Amended and Restated Guarantee and Collateral Agreement, dated as of May 11, 2017 (the “Guarantee Agreement”) and any of the other Loan Documents to which it is a party, and agrees that such Guarantee and Loan Documents are and shall remain in full force and effect. Although Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, Guarantor understands that Agent and Lenders have no obligation to inform Guarantor of such matters in the future or to seek Guarantor’s acknowledgement or agreement to future amendments or waivers, and nothing herein shall create such a duty. [Signatures Follow] [Hooper] Sixth Amendment to A&R Credit Agreement #59283933

HOOPER HOLMES, INC., a New York corporation By: Name: James E Fleet Title: Chief Restructuring Officer PROVANT HEALTH SOLUTIONS, LLC, a Rhode Island limited liability company By: Name: James E Fleet Title: Chief Restructuring Officer HOOPER WELLNESS, LLC, a Kansas limited liability company By: Name: James E Fleet Title: _______________________________Chief Restructuring Officer ACCOUNTABLE HEALTH SOLUTIONS, LLC, a Kansas limited liability company By: Name: James E Fleet Title: Chief Restructuring Officer HOOPER INFORMATION SERVICES, INC., a New Jersey corporation By: Name: James E Fleet Title: _______________________________Chief Restructuring Officer [Hooper] Sixth Amendment to A&R Credit Agreement #59283933

HOOPER DISTRIBUTION SERVICES, LLC, a New Jersey limited liability company By: Hooper Holmes, Inc., its Manager By: _________________________________ Name: James E Fleet Title: Chief Restructuring Officer HOOPER KIT SERVICES, LLC, a Kansas limited liability company By: Hooper Holmes, Inc., its sole Member By: _______________________________ Name: James E Fleet Title: Chief Restructuring Officer [Hooper] Sixth Amendment to A&R Credit Agreement #59283933

EX-31.1

EXHIBIT 31.1CERTIFICATIONS

I, James Fleet, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hooper Holmes, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 14, 2018

/s/ James Fleet

---------------------------------------------

James Fleet

Chief Restructuring Officer

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2CERTIFICATIONS

I, Kevin Johnson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hooper Holmes, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 14, 2018

/s/ Kevin Johnson

---------------------------------------------

Kevin Johnson

Chief Financial Officer

EX-32.1

EXHIBIT 32.1CERTIFICATIONS

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, James Fleet, Chief Restructuring Officer (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, the Quarterly Report of Hooper Holmes, Inc., on Form 10-Q for the quarter ended June 30, 2018, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Hooper Holmes, Inc.

Dated: August 14, 2018

/s/ James Fleet

_________________________

James Fleet

Chief Restructuring Officer

(Principal Executive Officer)

This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of Section 18 of the Exchange Act. Such certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to Hooper Holmes, Inc. and will be retained by Hooper Holmes, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2CERTIFICATIONS

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin Johnson, Chief Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, the Quarterly Report of Hooper Holmes, Inc., on Form 10-Q for the quarter ended June 30, 2018, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Hooper Holmes, Inc.

Dated: August 14, 2018

/s/ Kevin Johnson

__________________________

Kevin Johnson

Chief Financial Officer

This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of Section 18 of the Exchange Act. Such certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to Hooper Holmes, Inc. and will be retained by Hooper Holmes, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Jul. 31, 2018
DEI [Abstract]
Entity Registrant Name	HOOPER HOLMES INC
Entity Central Index Key	0000741815
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		26,768,498

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 582	$ 884
Accounts receivable, net of allowance for doubtful accounts of $629 and $260 at June 30, 2018 and December 31, 2017, respectively	8,753	16,762
Inventories	696	1,004
Other current assets	794	998
Total current assets	10,825	19,648
Property, plant and equipment, net	1,175	1,752
Intangible assets, net	8,398	9,644
Goodwill	8,852	8,759
Other assets	982	397
Total assets	30,232	40,200
Current liabilities:
Accounts payable	15,945	12,690
Accrued expenses	8,091	9,255
Short-term debt	18,583	19,314
Other current liabilities	4,220	5,529
Total current liabilities	46,839	46,788
Other long-term liabilities	149	268
Commitments and contingencies	0	0
Stockholders' deficit:
Common stock, par value $0.04 per share; Authorized: 240,000,000 shares; Issued and Outstanding: 26,768,498 shares at June 30, 2018, and December 31, 2017	1,071	1,071
Additional paid-in capital	177,469	177,397
Accumulated deficit	(195,296)	(185,324)
Total stockholders' deficit	(16,756)	(6,856)
Total liabilities and stockholders' deficit	$ 30,232	$ 40,200

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 629	$ 260
Common stock, par value (in dollars per share)	$ 0.04	$ 0.04
Common stock, shares authorized (in shares)	240,000,000	240,000,000
Common stock, shares issued (in shares)	26,768,498	26,768,498
Common stock, shares outstanding (in shares)	26,768,498	26,768,498

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Revenues	$ 10,275	$ 8,883	$ 21,610	$ 16,484
Cost of operations	8,149	7,206	16,816	13,115
Gross profit	2,126	1,677	4,794	3,369
Selling, general and administrative expenses	6,433	5,281	13,284	8,760
Transaction costs	77	1,595	203	2,277
Operating loss from continuing operations	(4,384)	(5,199)	(8,693)	(7,668)
Interest expense and other income	779	693	1,664	1,461
Loss from continuing operations before income tax (benefit) expense	(5,163)	(5,892)	(10,357)	(9,129)
Income tax (benefit) expense	(86)	12	(86)	17
Loss from continuing operations	(5,077)	(5,904)	(10,271)	(9,146)
Discontinued operations:
Gain (loss) from discontinued operations	0	21	(35)	134
Net loss	$ (5,077)	$ (5,883)	$ (10,306)	$ (9,012)
Continuing operations
Basic and Diluted (in dollars per share)	$ (0.19)	$ (0.28)	$ (0.38)	$ (0.57)
Discontinued operations
Basic and Diluted (in dollars per share)	0.00	0.00	0.00	0.01
Net loss
Basic and Diluted (in dollars per share)	$ (0.19)	$ (0.28)	$ (0.38)	$ (0.56)
Weighted Average number of shares:
Basic and Diluted (in shares)	26,768,498	21,336,209	26,768,498	16,104,369

XML

Condensed Consolidated Statement of Stockholders' Deficit - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adoption of ASU 2014-09	$ 334			$ 334
Beginning Balance (in shares) at Dec. 31, 2017		26,768,498
Beginning Balance at Dec. 31, 2017	(6,856)	$ 1,071	$ 177,397	(185,324)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(10,306)			(10,306)
Share-based compensation	95		95
Issuance of common stock in connection with the LPC Equity Line	(23)		(23)
Ending Balance (in shares) at Jun. 30, 2018		26,768,498
Ending Balance at Jun. 30, 2018	$ (16,756)	$ 1,071	$ 177,469	$ (195,296)

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash flows from operating activities:
Net loss	$ (10,306)	$ (9,012)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	1,827	1,497
Other debt related costs included in interest expense	428	820
Provision for bad debt expense	257	30
Share-based compensation expense	95	162
Expense for issuance of warrant to SWK in connection with debt amendment	0	361
Issuance of warrant to Century in connection with the Merger	0	152
Expense for common stock issuance - payment of transaction costs for the Merger	0	364
Expense for common stock issuance - payment of transaction costs for LPC Equity Line	(23)	0
Change in assets and liabilities:
Accounts receivable	7,752	125
Inventories	308	6
Other assets	(134)	149
Accounts payable, accrued expenses and other liabilities	489	(1,335)
Net cash provided by (used in) operating activities	693	(6,681)
Cash flows from investing activities:
Capital expenditures	(5)	(130)
Cash acquired from Merger with PHS	0	1,936
Net cash (used in) provided by investing activities	(5)	1,806
Cash flows from financing activities:
Principal payments on Term Loan	(250)	0
Proceeds from amendments of Term Loan	3,610	2,824
Issuance of common stock and warrants, net of issuance costs	0	3,414
Payments on capital lease obligations	(85)	(53)
Debt issuance costs	(15)	0
Net cash (used in) provided by financing activities	(990)	4,259
Net decrease in cash and cash equivalents	(302)	(616)
Cash and cash equivalents at beginning of period	884	1,866
Cash and cash equivalents at end of period	582	1,250
Supplemental disclosure of non-cash investing and financing activities:
Fixed assets vouchered but not paid	133	198
Fair value of common stock issued as Merger consideration	0	6,792
Fair value of debt assumed in the Merger	0	7,110
Supplemental disclosure of cash paid during period for:
Income taxes	43	25
Interest	672	488
2016 Credit and Security Agreement
Cash flows from financing activities:
Borrowings under credit facilities	23,738	18,856
Payments under credit facilities	(27,988)	(18,098)
Seasonal Facility
Cash flows from financing activities:
Borrowings under credit facilities	0	2,000
Provant
Cash flows from financing activities:
Payments under credit facilities	$ 0	$ (4,684)

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Basis of Presentation

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

Hooper Holmes, Inc. and its subsidiaries (“Hooper Holmes” or the "Company”) provide on-site screening services and flu shots, laboratory testing, health risk assessment, and sample collection services to individuals as part of comprehensive health and wellbeing programs offered through organizations sponsoring such programs including corporate and government employers, health plans, hospital systems, health care management companies, wellbeing companies, brokers and consultants, disease management organizations, reward administrators, third party administrators, clinical research organizations and academic institutions. Through the Company's comprehensive health and wellbeing services, the Company also provides health coaching to support positive health risk migration, access to a wellbeing platform with individual and team challenges and rewards management, interoperability with third party digital health providers, data analytics, and reporting services. The Company contracts with health professionals to deliver these services nationwide, all of whom are trained and certified to deliver quality service. In addition, the Company leverages our national network of health professionals to support the delivery of other similar products and services. The Company’s Food and Drug Administration ("FDA") and International Organization for Standardization ("ISO") certified medical-kit facility provides services to global pharmaceutical companies and supports the delivery of our products and services in a high-quality, secure manner. In 2017, the Company merged with Provant Health Solutions LLC ("PHS"), which offered a similar set of services as Hooper Holmes. The combined company provides a personalized, one-stop programming experience for customers, with proven outcomes powered by sophisticated data collection and management. This uniquely positions the Company to transform and capitalize on the large and growing health and wellbeing market. On January 23, 2018, the Company announced that it has re-branded to Hooper Holmes, Inc. d/b/a Provant Health.

The Company operates under one reporting segment. The Company’s biometric screening services are subject to seasonality, with the third and fourth quarters typically being its strongest quarters due to increased demand for screening services from mid-August through late-November related to annual benefit renewal cycles as well as the seasonal delivery of flu shots. Engagement in the Company’s health and wellbeing service operations are more constant, though there are some variations due to the timing of the health coaching programs which are billed per participant and typically start shortly after the conclusion of onsite screening events. In addition to the Company’s screening and health and wellbeing services, the Company generates ancillary revenue through the assembly of medical kits for sale to third parties.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Hooper Holmes and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with instructions for Form 10-Q and the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's 2017 Annual Report on Form 10-K, filed with the SEC on April 17, 2018, as amended by Amendment No. 1 on Form 10-K/A, which was filed with the SEC on May 1, 2018.

Prior to 2015, the Company completed the sale of certain assets comprising its Portamedic, Heritage Labs, and Hooper Holmes Services businesses. The operating results of these businesses have been segregated and reported as discontinued operations for all periods presented in this Quarterly Report on Form 10-Q.

On May 11, 2017, the Company closed the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger dated March 7, 2017 (the "Merger Agreement") by and among the Company, Piper Merger Corp., PHS, and Wellness Holdings, LLC. PHS was the surviving entity in the Merger, as a result of which it became a wholly-owned subsidiary of the Company. See Note 3 to the condensed consolidated financial statements for further discussion.

Immaterial out-of-period corrections to prior period amounts

During the period ended June 30, 2018, the Company identified an immaterial error in its previously issued consolidated financial statements for the year ended December 31, 2017, which has been corrected out-of-period in the accompanying condensed consolidated financial statement as of June 30, 2018. Subsequent to determining that the measurement period was finalized, the company recorded a $0.1 million adjustment to increase goodwill and income tax benefit related to a tax adjustment of the acquired valuation allowance of PHS.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions about future events.  The financial information included herein is unaudited; however, such information reflects all adjustments that are, in the opinion of the Company's management, necessary for a fair statement of results for the interim periods presented. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses.  Such estimates include the valuation of receivable balances, property, plant and equipment, valuation of goodwill and other intangible assets, deferred tax assets, share based compensation expense and the assessment of contingencies and legal contingencies, among others.  These estimates and assumptions are based on the Company’s best estimates and judgment.  The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which the Company believes to be reasonable under the circumstances.  The Company adjusts such estimates and assumptions when facts and circumstances dictate.  As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.  Changes in those estimates will be reflected in the condensed consolidated financial statements in future periods.

The results of operations for the three and six months ended June 30, 2018 and 2017, are not necessarily indicative of the results to be expected for any other interim period or the full year. See “Management's Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

Adoption of new accounting standard

Accounting Standards Update (“ASU”) 2014-09, “Revenue - Revenue from Contracts with Customers (Topic 606)” (“ASU-2014-09”), which with amendments is collectively known as ASC 606. On January 1, 2018, the Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) using the modified retrospective method. As a policy election, the new revenue standard was applied only to contracts that were not substantially completed as of the date of adoption. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the January 1, 2018 opening balance of accumulated deficit. The prior period condensed consolidated financial statements have not been retrospectively adjusted and continue to be reported under the accounting standards in effect for those periods.

As a result of the adoption of ASU 2014-09, the Company has changes to its revenue recognition policy for revenue recognition. Revenue is recognized when control of the services or goods, through the performance obligation of the Company is transferred to the customer in an amount that reflects the consideration it expects to be entitled to in exchange for the performance obligations. The Company accounts for revenue contracts with customers based on the following steps:

• Identification of the contract, or contracts with a customer

• Identification of the performance obligations in the contract

• Determination of the transaction price

• Allocation of the transaction price to the performance obligations in the contract

• Recognition of revenue when, or as, the Company satisfies a performance obligation

Revenue is recognized for screening services when the screening is completed based on the either the actual number of participants screened or an estimated minimum depending on the terms of the contract. Revenue for wellness portal services are recognized on a per eligible member, per month basis, while revenue from wellness coaching services are recognized as services are performed or ratable over the delivery period. The ratable recognition is the result of a stand ready obligation under which we expect the customer to receive and consume the benefits throughout the period. This is a faithful depiction of the satisfaction of the performance obligation because we cannot reasonably estimate when they will request performance and therefore have determined that the straight-line method is the most appropriate measure of performance. Revenue for kit assembly is recorded upon completion of the kit as the Company only assembles components on behalf of the customer and does not take control of the raw materials or finished goods. For contracts with multiple performance obligations, the transaction price is allocated to each individual performance obligation based on the standalone selling price of that performance obligation. We use standalone transactions when available to value each performance obligation. If standalone transactions are not available, we will estimate the standalone selling price through a cost plus a reasonable margin analysis. Any discounts from standalone selling price are spread proportionally to each performance obligation.

The Company has agreements with third parties for the procurement of rewards and gift cards for some customers who subsequently distribute these rewards and gift cards to their employees for engaging in certain health and wellness activities. The Company does not control the rewards and gift cards before they are transferred to the customer, the pricing is controlled by the third party and the Company does not generate any profit or loss for these activities as the service is only a “pass-though” cost, and therefore the Company has been classified as an agent with regards to these subcontracted services. These pass-through costs are not included in the transaction price and the Company will record the reimburse of these costs net of the amount it pays the third party.

The Company recognizes contract assets, or unbilled receivables, related to the rights to consideration for services completed but not billed at the reporting date. Unbilled receivables are classified as receivables when the Company has the right to invoice the customer. Unbilled receivables were $1.9 million at June 30, 2018. The unbilled receivables of $2.7 million outstanding at December 31, 2017 were subsequently billed prior to March 31, 2018.

The Company records contract liabilities when cash payments are received for due in advance of performance to deferred revenue. Deferred revenue primarily relates to the advance consideration received from the customer. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion is recorded as long-term deferred revenue. Deferred revenue during the three and six months ended June 30, 2018 decreased by $0.4 million and $0.7 million, respectively, resulting from $0.7 million and $1.5 million of additional invoicing and was offset by revenue recognized of $1.0 million and $2.2 million during the same periods, of which $0.3 million and $1.0 million were included in deferred revenue at the beginning of the respective periods. As of June 30, 2018, there is $1.6 million in total deferred revenue of which $0.03 million is long-term and will be recognized over a period exceeding 12 months. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an expected length of one year of less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

The recognition of our revenues remains substantially unchanged under ASC 606 with the exception of upfront fees charged to our customers which had a material impact. Depending on the terms of the contract, the period over which the upfront fees will be recognized may differ from the current treatment. In addition to the revenue change for up-front fees, the Company expects a change to the direct and incremental costs to obtain contract with customers, such as sales commissions, as these costs will be deferred and recognized over the period of benefit rather than expensing them as incurred in the period that the commissions are earned by our employees. The change in deferred commission expense as a result of deferring incremental costs of obtaining a contract and the related offset of amortization were both immaterial during the three and six months ended June 30, 2018.

The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of the new revenue standard was as follows:

(in thousands)	Balance at December 31, 2017			Adjustments due to ASC 606			Balance at January 1, 2018
ASSETS
Other current assets	$	998		$	70		$	1,068
Other assets	397			359			756
LIABILITIES AND STOCKHOLDERS' DEFICIT
Other current liabilities	5,529			(42		)	5,487
Other long-term liabilities	268			(53		)	215
Accumulated deficit	(185,324		)	(334		)	(184,990		)

In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our Condensed Consolidated Balance Sheet and Condensed Consolidated Statement of Operations was as follows:

	June 30, 2018
(in thousands)	As Reported			Balances Without Adoption of ASC 606			Effect of Change Higher/(Lower)
BALANCE SHEET
ASSETS
Other current assets	$	794		$	740		$	54
Other assets	982			623			359
LIABILITIES AND STOCKHOLDERS' DEFICIT
Other current liabilities	4,220			4,184			36
Other long-term liabilities	149			96			53
Accumulated deficit	(195,296		)	(194,962		)	334

	Three months ended									Six months ended
	June 30, 2018									June 30, 2018
(in thousands)	As Reported			Balances Without Adoption of ASC 606			Effect of Change Higher/(Lower)			As Reported			Balances Without Adoption of ASC 606			Effect of Change Higher/(Lower)
STATEMENT OF OPERATIONS
Revenues	$	10,275		$	10,183		$	92		$	21,610		$	21,604		$	6
Selling, general and administrative expenses	6,433			6,451			(18		)	13,284			13,300			(16		)
Net loss	(5,077		)	(5,151		)	74			(10,306		)	(10,296		)	(10		)

The following table disaggregates our revenue by major product line:

	Three months ended		Six months ended
(in thousands)	June 30, 2018		June 30, 2018
Screening revenues	$	6,726	$	14,071
Portal revenues	2,685		5,715
Coaching revenues	485		1,074
Other revenues	379		750
Total revenues	$	10,275	$	21,610

New Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, "Leases", which is intended to improve financial reporting about leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on its consolidated financial position, results of operations or cash flows.

In January 2017, the FASB issued ASU 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment", which is intended to simplify goodwill impairment testing by eliminating the second step of the analysis under which the implied fair value of goodwill is determined as if the reporting unit were being acquired in a business combination. The update instead requires entities to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for any amount by which the carrying amount exceeds the reporting unit’s fair value, to the extent that the loss recognized does not exceed the amount of goodwill allocated to that reporting unit. The standard is effective, prospectively, for public companies in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted the guidance during the fourth fiscal quarter of 2017, prior to our annual testing of goodwill impairment. See Note 7 to the consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting", which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. ASU 2017-09 will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if the award's fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2017-09 to have a material impact on its consolidated financial position, results of operations or cash flows.

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Liquidity and Going Concern Assessment

6 Months Ended

Jun. 30, 2018

Liquidity [Abstract]

Liquidity and Going Concern Assessment

Liquidity and Going Concern Assessment

The Company's primary sources of liquidity are cash and cash equivalents as well as availability under a Credit and Security Agreement (the "2016 Credit and Security Agreement") with CNH Finance Fund I, L.P., f/k/a SCM Specialty Finance Opportunities Fund, L.P. ("CNH"), as amended. If the Company needs to borrow in the future under its 2016 Credit and Security Agreement, as amended, which is solely at the lender's discretion, the amount available for borrowing may be less than the $15.0 million under this facility at any given time due to the manner in which the maximum available amount is calculated.  The Company has an available borrowing base subject to reserves established at the lender's discretion of 85% of Eligible Receivables up to $15.0 million under this facility. At June 30, 2018, the Company had $5.8 million of outstanding borrowings under the 2016 Credit and Security Agreement, with no available borrowing capacity due to the balance of the Company’s receivables. In addition, the Company entered into an Amended and Restated Credit Agreement dated as of May 11, 2017 (the “A&R Credit Agreement”) with SWK Funding, LLC (“SWK”), as amended, which provided for an increase in the principal balance under the previous term loan to $6.5 million (the "Term Loan") and provided for an additional $2.0 million term loan (the “August 2017 Term Loan”). The debt agreements with CNH and SWK described above contain certain financial covenants, including various affirmative and negative covenants including minimum aggregate revenue, adjusted EBITDA, and consolidated unencumbered liquid assets requirements, which the Company was not in compliance with as of June 30, 2018. On February 2, 2018, the Company entered into a Third Amendment to the A&R Credit Agreement which extended the August 2017 Term Loan’s maturity date to April 30, 2018. The Company has repaid $250,000 of the principal balance thereon as part of this Third Amendment. Under this Third Amendment, there was a second payment of $250,000 due in March 2018, with the balance of the August 2017 Term Loan due April 30, 2018, neither of which was repaid in accordance with the amendment. On May 10, 2018, the Company signed a Fourth Amendment to the A&R Credit Agreement (the "Fourth Amendment"), which provided a forbearance period that ran through June 1, 2018 with respect to the Company’s outstanding payment and covenant defaults under the A&R Credit Agreement. Under this agreement SWK has also agreed to lend an additional $1.5 million (the “May 2018 Term Loan”). On May 31, 2018, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”) with CNH pursuant to which CNH agreed to forbear from enforcing its rights with respect to all outstanding covenant violations under the 2016 Credit and Security Agreement until August 31, 2018. Pursuant to both the Fourth Amendment and the Forbearance Agreement, the Company must use reasonable best efforts to identify potential acquirers or investors and to effectuate a transaction that results in a sale, merger, acquisition, or similar material investment in the Company as imminently as reasonably possible (the “Transaction”) and is required to engage an investment banker acceptable to SWK to advise and represent the Company with respect to the Transaction. On May 10, 2018, the Company engaged Raymond James in fulfillment of the requirement to engage an acceptable investment banker. On June 1, 2018, the Company signed a Fifth Amendment to the A&R Credit Agreement (the "Fifth Amendment" which provided the Company a forbearance period that runs through August 31, 2018. Under the Fifth Amendment, SWK has agreed to lend an additional $5.0 million (the "Fifth Amendment Term Loan") with all principal and accrued interest on the Fifth Amendment Term Loan, the August 2017 Term Loan with a principal balance of $1.75 million, and the May 2018 Term Loan with a principal balance of $1.5 million due and payable on September 4, 2018. Pursuant to the Sixth Amendment to Amended and Restated Credit Agreement dated as of August 9, 2018 (the “Sixth Amendment”), SWK agreed to lend an additional $0.8 million (the “Sixth Amendment Term Loan”) to the Company under the same payment terms and subject to the same conditions as the Fifth Amendment.

The Company has historically used availability under a revolving credit facility to fund operations due to a lag between the payment of certain operating expenses and the subsequent billing and collection of the associated revenue based on customer payment terms. To illustrate, in order to conduct successful screening services, the Company must expend cash to deliver the equipment and supplies required for the screening services. The Company must also expend cash to pay the health professionals and site management conducting the screening services. All of these expenditures are incurred in advance of the customer invoicing process and ultimate cash receipts for services performed. Given the seasonal nature of our operations, management expects to need a revolving credit facility in 2018 and beyond.

Going Concern

In accordance with ASC 205-40, the following information reflects the results of management’s assessment of its ability to continue as a going concern.

Principal conditions or events that require management's consideration

Following are conditions and events which require management's consideration:

• The Company had a working capital deficit of $36.0 million with $0.6 million in cash and cash equivalents at June 30, 2018. The Company had $15.0 million of payables at June 30, 2018, that were past due-date terms. The Company continues to work with its vendors to facilitate revised payment terms; however, the Company has had an increasing number of vendors who have terminated services, threatened to terminate services, filed legal action or threatened to file legal action due to aged outstanding payables and in order to accelerate invoice payments.  At June 30, 2018, over 79% of the Company's outstanding payables were more than 90 days past due. If certain services were terminated and the Company was not able to find alternative sources of supply, it could have a material adverse impact on our business.

• The Company’s net cash provided by operating activities during the six months ended June 30, 2018, was $0.7 million. The Company’s current forecast does not indicate positive operating cash flow in 2018, and our history of losses requires us to be cautious in our forecasting. The Company continues reviewing restructuring within our organization for additional cost savings and improved strategic market and customer services offerings.

• The Company incurred a loss from continuing operations before income tax expense of $10.4 million for the six months ended June 30, 2018.

• The Company had $5.8 million of outstanding borrowings under the 2016 Credit and Security Agreement with CNH, with no available borrowing capacity, as of June 30, 2018. As of July 31, 2018, the Company had $4.4 million of outstanding borrowings and $0.1 million of unused borrowing capacity. Any borrowings on the unused borrowing capacity are at the discretion of CNH.

• The Company owes $11.9 million at June 30, 2018, under the Term Loan, the August 2017 Term Loan, the May 2018 Term Loan and the Fifth Amendment Term Loan with SWK (collectively, the “SWK Term Loans”), which was used to fund the Merger and working capital. In addition, at June 30, 2018, the Company owes $1.9 million to Century Equity Partners. See Note 8 to the condensed consolidated financial statements for the Subordinated Promissory Note issued in connection with the Merger.

• All principal and accrued interest on the Sixth Amendment Term Loan with a principal balance of $0.8 million, the Fifth Amendment Term Loan with a principal balance of 5.0 million, the August 2017 Term Loan with a principal balance of $1.75 million, and the May 2018 Term Loan with a principal balance of $1.5 million will be due and payable on September 4, 2018. As a result of the cross-default clause with CNH, the Company also entered into the Forbearance Agreement through August 31, 2018 with CNH with respect to defaults under the 2016 Credit and Security Agreement. If the Company is unable to negotiate forbearance agreements beyond August 31, 2018, raise sufficient capital to repay the facilities, or replace the facilities with new debt facilities, the defaults could have a material adverse impact on our business. For additional information regarding the 2016 Credit and Security Agreement, the A&R Credit Agreement, and the related covenants, refer to Note 8 to the condensed consolidated financial statements.

•     The debt agreements with CNH and SWK described above contain certain financial covenants, including various affirmative and negative covenants including minimum aggregate revenue, adjusted EBITDA, and consolidated unencumbered liquid assets requirements, which the Company did not comply with as of June 30, 2018 but which are subject to the forbearance under the Fifth Amendment and the Forbearance Agreement. The Fifth Amendment with SWK contains additional covenants as disclosed in Note 8 which the Company is currently in compliance with.

• Pursuant to both the Fifth Amendment and the Forbearance Agreement, the Company must use reasonable best efforts to identify potential acquirers or investors and to effectuate a transaction that results in a sale, merger, acquisition, or similar material investment in the Company as imminently as reasonably possible (the “Transaction”) and is required to engage an investment banker acceptable to SWK to advise and represent the Company with respect to the Transaction. On May 10, 2018, the Company engaged Raymond James in fulfillment of the requirement to engage an acceptable investment banker.

• There is an increased risk of losing key managerial and operational personnel as we seek to remedy our going concern and liquidity problems and pursue a Transaction.

• We have contractual obligations related to operating leases for our two locations in Olathe, KS, and East Greenwich, RI, capital leases obtained in the Merger and employment contracts which could adversely affect liquidity. Refer to Note 9 to the condensed consolidated financial statements.

Management's plans

The Company expects to continue to monitor its liquidity carefully, work to reduce this uncertainty, and address its cash needs through a combination of one or more of the following actions:

• The Company appointed a Chief Restructuring Officer ("CRO"). Under the leadership of the CRO, the Company has established a working capital plan and plans to address the Company’s balance sheet surrounding both the secured and unsecured creditors, operating expense structure and overall strategies in an effort to resolve this going concern assessment. Under the restructuring plan, the Company will consider all available options for strengthening its balance sheet through acquisitions and divestitures, capital-raising activities, and restructuring existing obligations, while continuing to manage its past due payables. The initial plans developed by the CRO continue to evolve as the Transaction process and the Company’s business operations progress over time. During the CRO’s tenure, the executive officers will continue to report to the CRO.

• The CRO is also working with the management team and Raymond James to seek to implement the Transaction required under the Fifth Amendment and Forbearance Agreement and to maximize the enterprise value of the Transaction as the Company continues its current operations. The form the Transaction might take, if a Transaction is successfully negotiated and consummated, has not yet been determined but could involve a merger, a stock sale, an asset sale, a sale under Article 9 of the Uniform Commercial Code, a sale under Section 363 of the Bankruptcy Code, or some variation or combination of the foregoing.

• The Company is undertaking efforts, including providing additional incentive-based compensation, to retain its key personnel as it seeks a Transaction to satisfy the requirements of the Fifth Amendment and the Forbearance Agreement.

• The Company executed forbearance agreements with both of its secured lenders through August 31, 2018 and will continue to work with its lenders in securing a longer period forbearance agreement, although to date nothing has been formally agreed upon and the Company may be unable to complete such an extended forbearance agreement.

• Pursuant to the Fourth, Fifth and Sixth Amendments SWK has agreed to lend an additional $7.3 million to the Company. The lender will provide the Company advances under this agreement as long as the Company is in compliance with the additional covenants set forth in the Fifth Amendment (see Note 8). As of June 30, 2018, the Company has received advances totaling $3.6 million under these amendments. The Company may seek additional bridge financing as necessary to implement its business plan during the Transaction process.

• The Company will continue to aggressively seek new and return business from our existing customers and expand our presence in the health and wellness marketplace. The Company will also evaluate the overall profitability of our existing customer contracts and attempt to address underperforming business through price increases, cost savings or termination of services or a combination thereof.

• The Company will continue to analyze and implement further cost reduction initiatives and efficiency improvements (see Note 9 to the condensed consolidated financial statements). In March 2018, the Company reorganized several departments which resulted in headcount reductions and additional savings.

Management's assessment and conclusion

Considering the Company's recent history of liquidity challenges, the Company has evaluated its plans described above to determine the likelihood that they will be effectively implemented and, if so, the likelihood that they will alleviate or mitigate the conditions and events that raise substantial doubt about the Company's ability to continue as a going concern.  Successful implementation of these plans involves both the Company's efforts and factors that are outside its control, such as its ability to effectuate a Transaction, attract and retain new and existing customers and to negotiate suitable terms with vendors and financing sources.  As a result, the Company can give no assurance that its plans will be effectively implemented in such a way that they will sufficiently alleviate or mitigate the conditions and events noted above, which results in substantial doubt about the Company's ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued.

The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

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Merger

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Merger

Merger

On May 11, 2017, the Company closed the Merger contemplated by the Merger Agreement by and among the Company, Piper Merger Corp., PHS, and Wellness Holdings, LLC. PHS was the surviving entity in the Merger, as a result of which it became a wholly-owned subsidiary of the Company. As Merger consideration, the Company issued 10,448,849 shares to the PHS equity holders (the “Former PHS Owners”). The Former PHS Owners now hold approximately 47% of the Company’s approximately26.8 millionoutstanding shares of common stock as of June 30, 2018. During the three and six months ended June 30, 2018, there were no transaction costs associated with the Merger. During the three and six months ended June 30, 2017, the Company recorded $1.6 million and $2.3 million, respectively, of transaction costs in connection with the Merger in the condensed consolidated statement of operations.

The Company expects the Merger to increase the scale of the Company, improving gross margins due to combined revenues and combined operations which will produce operational synergies by reducing fixed costs, which is the basis for the Merger and comprises the resulting goodwill recorded. While the Company expects its financial condition to improve after the Merger, PHS has a history of operating losses as well, and the Company has incurred significant costs and additional debt for the transaction.

In order to provide additional working capital for the consolidated Company after the Merger, the Company entered into the A&R Credit Agreement with SWK which increased the principal balance under the existing Term Loan from $3.7 million to $6.5 million and provided the $2.0 million Seasonal Facility. The Company also entered into the Third Amendment with CNH to expand the Company's revolving credit facility from $7.0 million to $10.0 million with an accordion to $15.0 million during high-volume months. See Note 8 to the condensed consolidated financial statements for further discussion of the debt and warrants issued in connection with the Merger.

The Company allocated the purchase price to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The allocation of the purchase price was based on management's estimates and assumptions at the time of acquisition. As of December 31, 2017, the Company has made adjustments to certain accrued expenses, subordinated debt discount, and tax balances during the measurement period, resulting in a $1.6 million increase in goodwill. As disclosed in Note 1, during the quarter ended June 30, 2018, the Company made an adjustment of $0.1 million out-of-period to increase goodwill related to a tax adjustment of the acquired valuation allowance of PHS.

The allocation of purchase price is as follows:

(in thousands)	December 31, 2017
Cash	$	1,936
Accounts receivable	3,128
Inventory and other assets	1,209
Fixed assets	1,041
Technology	4,200
Customer relationships	3,400
Trade name/trademark	200
Non-compete agreements	10
Goodwill	8,126
Accounts payable	(2,945		)
Accrued expenses and other liabilities	(6,789		)
Line of credit	(4,684		)
Capital leases	(334		)
Deferred revenue	(200		)
Subordinated promissory note	(1,917		)
Subordinated promissory note, discount	411
Purchase Price	$	6,792

Intangible assets acquired include existing technologies including a customer-facing wellness portal, customer relationships, trade name/trademark, and an executive non-compete agreement. The fair value assessment of the acquired assets and liabilities utilized Level 3 inputs. The method used to determine the fair value of the intangible assets acquired and their estimated useful lives are as follows:

Intangible Asset	Fair Value Method	Estimated Useful Life
Portal (Technology)	Income Approach, Relief from Royalty	6 years
Customer relationships	Income Approach, Multi-Period Excess Earnings	8 years
Trade name/trademark	Income Approach, Relief from Royalty	9 months
Non-compete agreements	Income Approach Lost Profits Method	1 year

Amortization is expected to be recorded on a straight-line basis over the estimated useful life of the asset. The Company recorded amortization expense of $0.3 million and $0.6 million during the three and six months ended June 30, 2018, respectively, related to the intangible assets acquired in the Merger, of which $0.2 million is recorded as a component of cost of operations and $0.1 million is recorded as a component of selling, general and administrative expenses. The goodwill of $8.1 million was recorded in one reporting unit as the Company does not report segments and is expected to be deductible for tax purposes.

The condensed consolidated statement of operations for the three and six months ended June 30, 2018, includes revenue of $4.1 million and $9.6 million, respectively, attributable to PHS compared to $1.9 million for the three and six months ended June 30, 2017 since the Merger date of May 11, 2017. Disclosure of the earnings contribution from the PHS business is not practicable, as the Company has already integrated operations in many areas.

The following table provides unaudited pro forma results of operations for the three and six months ended June 30, 2017,as if the Merger had been completed on the first day of the Company's 2017 fiscal year.

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
(in thousands)				(Proforma)						(Proforma)
Revenues	$	10,275		$	10,884		$	21,610		$	24,034
Loss from continuing operations	$	(5,077	)	$	(5,873	)	$	(10,271	)	$	(11,680	)

These pro forma results are based on estimates and assumptions, which the Company believes are reasonable. They are not the results that would have been realized had the Company been a combined company during the periods presented, nor are they indicative of the consolidated results of operations in future periods, as they do not reflect the operational synergies expected to be achieved by reducing fixed costs by combining operations. Pro forma results for the three and six months ended June 30, 2017, include immaterial pre-tax adjustments for net amortization of intangible assets and the addition of transaction costs of $2.1 million and $3.3 million, respectively.

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Loss Per Share

6 Months Ended

Jun. 30, 2018

Earnings Per Share [Abstract]

Loss Per Share

Loss Per Share

Basic loss per share equals net loss divided by the weighted average common shares outstanding during the period.  Diluted loss per share equals net loss divided by the sum of the weighted average common shares outstanding during the period plus dilutive common stock equivalents. The calculation of loss per common share on a basic and diluted basis was the same for the three and six months ended June 30, 2018 and 2017, because the inclusion of dilutive common stock equivalents - the A&R Warrant (1,317,289 shares), the 10% Warrant (326,052 shares), the 2017 Private Offering Warrants (2,187,500 shares), and the August Warrant (450,000 shares) (all as defined in Note 8 to the condensed consolidated financial statements), would have been anti-dilutive for all periods presented. The Company has granted options to purchase shares of the Company's common stock through employee stock plans with the weighted average options outstanding as of June 30, 2018 and 2017, of 2,512,860 and 938,062, respectively, all of which were outstanding as of June 30, 2018, but are anti-dilutive because the Company is in a net loss position.

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Share-Based Compensation

6 Months Ended

Jun. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation

Share-Based Compensation

EmployeeShare-Based Compensation Plans - On May 29, 2008, the Company's shareholders approved the 2008 Omnibus Employee Incentive Plan (the "2008 Plan") providing for the grant of stock options, stock appreciation rights, non-vested stock, and performance shares. The 2008 Plan provides for the issuance of an aggregate of 333,333 shares. There were no options for the purchase of shares granted under the 2008 Plan during the three and six months ended June 30, 2018, or the three and six months ended June 30, 2017. As of June 30, 2018, 154,141 shares remain available for grant under the 2008 Plan.

On May 24, 2011, the Company's shareholders approved the 2011 Omnibus Employee Incentive Plan (as subsequently amended and restated (the "2011 Plan"), providing for the grant of stock options and non-vested stock awards. The 2011 Plan provides for the issuance of an aggregate of 3,650,000 shares. During the three and six months ended June 30, 2018, the Company granted 110,000 and 235,000, respectively, options for the purchase of shares under the 2011 Plan. During the three months ended June 30, 2017, the Company granted 2,075,000 options for the purchase of shares granted under the 2011 Plan conditioned on shareholder approval which was granted at the August 10, 2017, annual meeting of the Company’s shareholders of a proposed increase in the number of shares subject to issuance under the 2011 Plan. For the three and six months ended June 30, 2018, the Company granted no stock awards under the 2011 Plan, and during the six-month period ended June 30, 2017, the Company granted a total of 19,800 stock awards under the 2011 Plan to non-employee Board of Directors that immediately vested. As of June 30, 2018, 592,893 shares remained available for grant under the 2011 Plan.

Options under the 2008 and 2011 Plans are granted at fair value on the date of grant, are exercisable in accordance with various vesting schedules specified in the individual grant agreements and have contractual lives of 10 years from the date of grant.

The fair value of the stock options granted during the three and six months ended June 30, 2018, was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	Three months ended	Six months ended
	June 30, 2018	June 30, 2018
Expected life (years)	4.0	3.9
Expected volatility	91.3%	90.5%
Expected dividend yield	—%	—%
Risk-free interest rate	2.4%	2.4%
Weighted average fair value of options granted during the period	$0.30	$0.29

The following table summarizes stock option activity for the six-month period ended June 30, 2018:

	Number of Options		Weighted Average Exercise Price Per Option		Weighted Average remaining Contractual Life (years)	Aggregate Intrinsic Value (in thousands)
Outstanding balance at December 31, 2017	2,577,860		$	1.17
Granted	235,000		0.65
Forfeited and Expired	(300,000	)	0.93
Outstanding balance at June 30, 2018	2,512,860		$	1.15	8.8	$0
Options exercisable at June 30, 2018	1,247,489		$	1.62	8.4	$0

There were no options exercised during the six-month periods ended June 30, 2018 and 2017. Options for the purchase of an aggregate of 220,989 shares of common stock vested during the six-month period ended June 30, 2018, and the aggregate fair value at grant date of these options was $0.2 million. As of June 30, 2018, there was approximately $0.4 million of total unrecognized compensation cost related to stock options. The cost is expected to be recognized over a weighted average period of 3.1 years.

The Company recorded $0.1 million of share-based compensation expense in selling, general and administrative expenses for the three and six-month periods ended June 30, 2018. During the three and six-month periods ended June 30, 2017, the Company recorded $0.1 million and $0.2 million, respectively, of share-based compensation expense in selling, general and administrative expenses.

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Inventories

6 Months Ended

Jun. 30, 2018

Inventory Disclosure [Abstract]

Inventories

Inventories

Included in inventories at June 30, 2018, and December 31, 2017, are $0.3 million and $0.5 million, respectively, of finished goods and $0.4 million and $0.5 million, respectively, of components.

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Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

The Company recorded goodwill of $8.9 million as of June 30, 2018, and December 31, 2017.

Intangible assets subject to amortization are amortized on a straight-line basis, with the estimated useful life for the wellness portal and customer relationships as 4 - 6 years and 8 years, respectively. Intangible assets are summarized in the table below:

	June 30, 2018						December 31, 2017
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, net		Gross Carrying Amount		Accumulated Amortization		Intangible Assets, net
Portal	$	8,351	$	4,125	$	4,226	$	8,351	$	3,256	$	5,095
Customer relationships	5,497		1,325		4,172		5,497		981		4,516
Trade name/trademark	200		200		—		200		171		29
Non-compete agreements	10		10		—		10		6		4
Total	$	14,058	$	5,660	$	8,398	$	14,058	$	4,414	$	9,644

Amortization expense for the three-month periods ended June 30, 2018 and 2017, was $0.6 million and $0.5 million, respectively, and $1.2 million and $0.8 million for the six-month periods ended June 30, 2018 and 2017, respectively.

Impairment Considerations

The Company has both current period operating and cash flow losses along with a history of operating and cash flow losses as described in Note 2 - Liquidity and Going Concern Assessment. The process of an impairment test is to identify any potential impairment by comparing the carrying value of a reporting unit including goodwill and its fair value. In 2017, the Company utilized an undiscounted cash flow methodology based on the projections for the asset group from 2018 through 2025 to test for recoverability. For the period ended June 30, 2018, given the potential sale transaction described in Note 2, the Company reduced the undiscounted cash flows to reflect the potential disposal of the asset group during 2018. The carrying amount of an asset group is considered recoverable if the total undiscounted future cash flows from the asset group are greater than the carrying amount of the asset group. We evaluated only the future cash flows that are directly associated with and expected to arise as a direct result of the use of the asset group and its eventual disposition. These cash flow estimates excluded cash outflows for interest and were determined on a pre-tax basis. Based on our analysis it was determined that the undiscounted cash flows from the use and estimated proceeds from the disposition of the asset group were greater than the $1.8 million carrying amount and the asset group would therefore not be considered impaired.

During the fourth fiscal quarter of 2017, prior to our annual testing of goodwill, the Company adopted ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment", which requires entities to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for any amount by which the carrying amount exceeds the reporting unit’s fair value, to the extent that the loss recognized does not exceed the amount of goodwill allocated to that reporting unit. As previously disclosed, the Company has a single reporting unit, inclusive of $8.9 million of goodwill. The Company used the equity premise in assigning assets and liabilities to a reporting unit to determine its carrying value, which resulted in a stockholders’ deficit balance of $6.9 million as of December 31, 2017. The fair value of the Company is based on its market capitalization using outstanding shares and the closing stock price as of December 31, 2017 and June 30, 2018, which resulted in positive fair value of over $11 million and $1 million, respectively. Therefore, the fair value of the reporting unit is greater than the carrying amount, and goodwill is not considered to be impaired at June 30, 2018.

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Debt

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Debt

Debt

The following table summarizes the Company's outstanding debt:

(in thousands)	June 30, 2018			December 31, 2017
2016 Credit and Security Agreement	$	5,766		$	10,015
Term Loans	11,860			8,500
Discount on Term Loans	(467		)	(631		)
Unamortized debt issuance costs related to Term Loans	(174		)	(220		)
Subordinated Promissory Note, net	1,575			1,543
Capital Leases	23			107
Total debt	18,583			19,314
Short-term portion	(18,583		)	(19,314		)
Total long-term debt	$	—		$	—

The following table summarizes the components of interest expense:

	Three Months Ended					Six months ended
	June 30,					June 30,
(in thousands)	2018			2017		2018			2017
Interest expense on Term Loans (effective interest rate at June 30, 2018 and 2017 was 31% and 15%, respectively)	$	458		$	179	$	807		$	317
Interest expense on 2016 Credit and Security Agreement	174			117		347			198
Interest expense on Subordinated Promissory Note	39			23		78			23
Interest expense on Seasonal Facility	—			23		—			23
Interest expense on Capital Leases	—			2		5			2
Interest expense, other	—			2		—			2
Accretion of termination fees (over term of Term Loan at rate of 8%)	49			98		160			140
Amortization of debt issuance costs	77			79		152			219
Amortization of debt discount associated with SWK Warrants #1 and #2 (defined below)	87			170		164			537
Amortization of Subordinated Promissory Note Discount	17			—		32			—
Mark to market of SWK Warrant #2 (defined below)	(122		)	—		(80		)	—
Total	$	779		$	693	$	1,665		$	1,461

Credit Facilities

As of June 30, 2018, the Company had two primary credit facilities the 2016 Credit and Security Agreement with CNH and the A&R Credit Agreement with SWK. The 2016 Credit and Security Agreement provides us with a revolving credit facility, the proceeds of which are to be used for general working capital purposes and capital expenditures. The A&R Credit Agreement with SWK provides us with additional working capital with a $6.5 million term loan and two overdraft lines of $2.0 million each, one being the Seasonal Facility which is available to us throughout the year subject to certain conditions, and the second one, the 2017 August Term Loan, which was put in place in August 2017. Pursuant to the Fourth and Fifth Amendments, SWK has agreed to lend the Company an additional $1.5 million and $5.0 million, respectively.

2016 Credit and Security Agreement

On April 29, 2016, the Company entered into the 2016 Credit and Security Agreement with CNH, as amended. The 2016 Credit and Security Agreement provides the Company with a revolving credit facility, the proceeds of which are to be used for general working capital purposes and capital expenditures. The 2016 Credit and Security Agreement replaced the 2013 Loan and Security Agreement, eliminating the requirement of the Company to issue SWK Warrant #2 (as defined below) for the purchase of common stock valued at $1.25 million to SWK, the holder of the Company’s Credit Agreement.

In connection with the Merger, the Company entered into the Third Amendment, which expanded the Company's revolving credit facility from $7.0 million to $10.0 million with an accordion to $15.0 million during high-volume months, at the discretion of CNH. The Company evaluated the application of ASC 470-50 and ASC 470-60 for the Third Amendment and concluded that the transaction should be accounted for as a debt modification. CNH makes cash advances to the Company in an aggregate principal amount outstanding at any one time not to exceed the maximum borrowing capacity, subject to certain loan balance limits based on the value of the Company’s eligible collateral (the “Revolving Loan Commitment Amount”). The 2016 Credit and Security Agreement has a term of three years, expiring on April 29, 2019.

As of June 30, 2018, the Company had $5.8 million of outstanding borrowings under the 2016 Credit and Security Agreement, with no available borrowing capacity. As of July 31, 2018, the Company had $4.4 million of outstanding borrowings and $0.1 million of unused borrowing capacity. Any borrowings on the unused borrowing capacity are at the discretion of CNH. Immediately following the Merger, the Company paid off PHS's outstanding line of credit balance, noted in the purchase price allocation in Note 3 to the condensed consolidated financial statements, of $4.7 million.

Borrowings under the 2016 Credit and Security Agreement bear interest at a fluctuating rate that when annualized is equal to the Prime Rate plus 4.5%, subject to increase in the event of a default. The Company paid CNH a $0.1 million facility fee, and monthly, CNH will receive an unused line fee equal to one-half of one percent (0.5%) per annum of the difference derived by subtracting (i) the greater of (x) the average daily outstanding balance under the Revolving Facility during the preceding month and (y) the Minimum Balance, from (ii) the Revolving Loan Commitment Amount and also a collateral management fee equal to one-half of one percent (0.5%) per annum of the Revolving Loan Commitment Amount. In connection with the Third Amendment, the Company paid fees of $0.1 million to CNH that were capitalized in Other Assets. As of June 30, 2018, the remaining balance in debt issuance costs recorded in Other Assets on the condensed consolidated balance sheet was $0.2 million.

Borrowings under the 2016 Credit and Security Agreement are secured by a security interest in all existing and after-acquired property of the Company, including, but not limited to, its receivables (which are subject to a lockbox account arrangement), inventory, and equipment.

The Third Amendment revised the previous covenants and contains customary representations and warranties and various affirmative and negative covenants including minimum aggregate revenue, adjusted EBITDA, and consolidated unencumbered liquid assets requirements. Noncompliance with these covenants constitutes an event of default. The covenants are summarized in the tables below and are on a pro forma basis as if the Merger with PHS happened as of April 1, 2017:

(in thousands)	Minimum Aggregate Revenue (LTM) as of the end of:
Months Ending	Twelve	Twelve	Twelve	Twelve
Period Ended	June 30, 2018	September 30, 2018	December 31, 2018	each fiscal quarter thereafter
	$70,000	$71,000	$74,000	$75,000
	Minimum Adjusted EBITDA as of the end of:
Months Ending	Twelve	Twelve	Twelve	Twelve
Period Ended	June 30, 2018	September 30, 2018	December 31, 2018	each fiscal quarter thereafter
	$5,200	$6,000	$8,000	$9,000
	Minimum Consolidated Unencumbered Liquid Assets as of:
	The end of each fiscal quarter
	$1,000

The Company was not in compliance with the covenants as of June 30, 2018, and was in default, which enables its lenders to accelerate the repayment of all amounts outstanding and exercise remedies with respect to collateral. Due to the covenant violations, the debt has been classified as short term on the condensed consolidated balance sheet as of June 30, 2018. On June 1, 2018, the Company entered into a Forbearance Agreement and Amendment to Credit and Security Agreement with CNH. CNH has provided a forbearance through August 31, 2018, with respect to the Company’s outstanding covenant defaults subject to the same covenants as set forth in the Fifth Amendment with SWK.

A&R Credit Agreement

In order to fund the acquisition of Accountable Health Solutions in 2015, the Company entered into the Credit Agreement with SWK on April 17, 2015, as amended on February 25, 2016, March 28, 2016, August 15, 2016, and November 15, 2016. The Credit Agreement provided the Company with a $5.0 million Term Loan. In order to provide additional working capital for the consolidated Company after the Merger, the Company entered into the A&R Credit Agreement with SWK which increased the Term Loan balance from $3.7 million to $6.5 million on May 11, 2017. The A&R Credit Agreement provides the Company a principal repayment holiday until February 2019.  Interest, fees, costs, and expenses are payable quarterly beginning in the third quarter of 2017.  All mandatory payments of principal, interest, fees, costs, and expenses are determined by the revenue-based formula that has been in effect since the original Credit Agreement.  Principal payments, once they begin, are capped at $0.5 million per quarter. The Company will be required to make the quarterly revenue-based payments in an amount equal to fifteen percent (15.0%) of yearly aggregate revenue up to and including $20 million plus ten percent (10%) of yearly aggregate revenue greater than $20 million less any revenue-based payments made in prior quarters in the same fiscal year. The Company evaluated the application of ASC 470-50 and ASC 470-60 for the A&R Credit Agreement and concluded that the revised terms did constitute a troubled debt restructuring ("TDR"), and thus has expensed all direct costs in the period in which they were incurred, discussed further below.

The outstanding principal balance under the A&R 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 twelve-and-a-half percent (12.5%) and is due and payable quarterly, in arrears, commencing in the third quarter of 2017. Upon the earlier of (a) the maturity date on May 11, 2021, 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 A&R 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. In connection with the A&R Credit Agreement, the Company paid a $97,500 origination fee to SWK and $150,000 of legal fees, which per the TDR guidance noted above were recorded as transaction costs in 2017. The Company was also required to pay the $0.4 million exit fee from the original Credit Agreement to SWK at the time of the Merger.

In addition, SWK is providing a $2.0 million seasonal revolving credit facility (the "Seasonal Facility"), which was guaranteed by the parent company of one of the Former PHS Owners, Century Focused Fund III, LP (“Century”). In exchange for Century’s guaranty of the Seasonal Facility pursuant to a Limited Guaranty Agreement dated May 11, 2017, among Century, SWK and the Company (the “Century Guaranty”), the Company issued to WH-HH Blocker, Inc., a subsidiary of Century (“WH-HH Blocker”), a Common Stock Purchase Warrant to purchase 326,052 shares of Common Stock, with a strike price of $0.6134 per share (the “10% Warrant”). If the guaranty is called, the Company would issue to WH-HH Blocker an additional Common Stock Purchase Warrant to purchase 2,934,468 shares of Common Stock, with a strike price of $0.6134 per share (the “90% Contingent Warrant”) (together with the 10% Warrant, the "Century Warrants"). The Century Warrants will be exercisable for seven years and will each have a strike price equal to the average trading price used to determine the number of shares subject to such warrant. The 10% Warrant will not be exercisable during the first year after closing of the Merger. The 10% Warrant was issued by the Company in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, and Rule 506 thereunder. Pursuant to a Credit Agreement Side Letter between the Company and Century executed on May 11, 2017 (the “Side Letter”), the Company is also obligated, if it fails to pay the amount outstanding under the Seasonal Facility by November 30 each year to SWK, regardless if the Century Guaranty is called by SWK, to pay interest to Century at an annual rate of 25% on the outstanding balance from November 30 until the outstanding balance under the Seasonal Facility is paid in full to SWK. As noted above, as the modification of the Term Loan was treated as a TDR, the Century Warrants issued as part of the TDR were treated similarly to the cash transaction costs discussed above and thus the fair value of the Century Warrants was recorded as transaction costs in the three-month period ended March 31, 2018. The Century Warrants are being accounted for as derivatives and thus will be re-measured at fair value at each reporting date with the change in fair value reflected in earnings. The Company valued the Century Warrants using the Black-Scholes pricing model, which utilizes Level 3 Inputs. The Company utilized volatility of 80.6%, a risk-free rate of 2.22%, dividend rate of zero, and term of 7 years, which is consistent with the exercise period of the Century Warrants.

To fulfill a condition of the A&R Credit Agreement, the Company issued 4,375,000 shares of its common stock to various investors in a private offering for an aggregate purchase price of $3.4 million, net of issuance costs, between February 1, 2017 and May 11, 2017 (the "2017 Private Offering"). These shares were sold at a purchase price of $0.80 per share plus one-half warrant per share with a strike price of $1.35 per share. Warrants to purchase up to an additional 2,187,500 shares of common stock were issued (the "2017 Private Offering Warrants"). The 2017 Private Offering Warrants are exercisable for a period of four years from the date of issuance but are not exercisable during the first six months after closing of the 2017 Private Offering.

In connection with the execution of the Credit Agreement in 2015, the Company issued SWK a warrant (the "SWK Warrant #1") to purchase 543,479 shares of the Company’s common stock. As part of the conditions in the Third Amendment to Credit Agreement and Limited Waiver and Forbearance (the “Third SWK Amendment”) dated August 15, 2016, the Company modified the exercise price of the SWK Warrant #1 to $1.30 per share, recording the change in fair value of the SWK Warrant #1 of $0.3 million in accumulated paid-in capital in the condensed consolidated balance sheet. The warrant was considered equity classified, and as such, the Company allocated the proceeds from the Term Loan to the warrant using the relative fair value method. Further, pursuant to the Credit Agreement, if the 2013 Loan and Security Agreement was not repaid in full and terminated, and all liens securing the 2013 Loan and Security Agreement were not released, on or prior to April 30, 2016, as amended in the First Amendment to the Credit Agreement dated February 25, 2016, the Company agreed to issue an additional warrant (“SWK Warrant #2”) to SWK to purchase common stock valued at $1.25 million, with an exercise price of the closing price on April 30, 2016. In accordance with the relevant accounting guidance, SWK Warrant #2 was determined to be an embedded derivative. The fair value of both of the SWK warrants at the inception of the Credit Agreement of approximately $3.6 million was recorded as a debt discount and has been amortized through interest expense over the term of the Credit Agreement using the effective interest method. In accordance with the relevant accounting guidance for a TDR, the debt discount is now being amortized through expense over the revised term of the A&R Credit Agreement. The Company valued both warrants using the Black-Scholes pricing model, which utilizes Level 3 Inputs. For SWK Warrant #1, the Company utilized volatility of 85.0%, a risk-free rate of 1.4%, dividend rate of zero, and term of 7 years, which is consistent with the exercise period of the Warrant. For the SWK Warrant #2, the Company utilized volatility of 80.0%, a risk-free rate of 2.1%, dividend rate of zero, and a term of 7 years, which is consistent with the exercise period of the warrant. The requirement of the Company to issue the SWK Warrant #2 was eliminated when the Company entered into the 2016 Credit and Security Agreement with CNH, which is discussed further above.

In connection with the execution of the A&R Credit Agreement, the Company issued to SWK a Second Amended and Restated Closing Date Warrant (the “A&R Warrant”) to replace SWK Warrant #1 to purchase 543,479 shares of the Company’s common stock. The A&R Warrant is exercisable on a cashless basis. The exercise price of the warrant is subject to customary adjustment provisions for stock splits, stock dividends, recapitalizations and the like. The warrant grants the holder certain piggyback registration rights. The A&R Warrant will be exercisable for seven years, and upon exercise, the total number of shares of the Company’s common stock to be issued to SWK will be approximately 1.3 million at a strike price of $0.84 per share. The A&R Warrant is being issued by the Company in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 thereunder. As noted above, as the modification of the Term Loan was treated as a TDR, the A&R Warrant issued as part of the TDR was treated similarly to the cash transaction costs discussed above and thus the change in the fair value of SWK Warrant #1 and the A&R Warrant was recorded as a transaction cost at the time of the Merger. The Company valued the A&R Warrant using the Black-Scholes pricing model, which utilizes Level 3 Inputs. The Company utilized volatility of 80.6%, a risk-free rate of 2.22%, dividend rate of zero, and a term of 7 years, which is consistent with the exercise period of the A&R Warrant.

On August 8, 2017, the Company entered into the First Amendment that provides for an additional $2.0 million term loan (the “August 2017 Term Loan”). The Company was originally required to repay the August 2017 Term Loan by February 1, 2018 but that date has been extended to June 1, 2018. In consideration for the First Amendment, the Company issued a new warrant (the “August Warrant” (together with SWK Warrant #1, SWK Warrant #2, and the A&R Warrant, the "SWK Warrants") for SWK to purchase up to 450,000 shares of the Company’s common stock for a strike price of $0.80 per share, paid a fee of $0.03 million, and will pay an exit fee of $0.14 million if the August 2017 Term Loan is repaid by November 30, 2017, or $0.28 million if it is repaid later. The warrant was considered equity classified, and as such, the Company allocated the proceeds from the August 2017 Term Loan to the warrant using the relative fair value method. The fair value of the August Warrant at the inception of the First Amendment of approximately $0.2 million was recorded as a debt discount and will be amortized through interest expense over the term of the A&R Credit Agreement using the effective interest method. The Company valued the August Warrant using the Black-Scholes pricing model, which utilizes Level 3 Inputs. The Company utilized volatility of 79.3%, a risk-free rate of 2.1%, a dividend rate of zero, and a term of 7 years, which is consistent with the exercise period of the August Warrant. The warrant was being issued by the Company in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506 thereunder.

The A&R Credit Agreement revised the previous covenants and contains customary representations and warranties and various affirmative and negative covenants including minimum aggregate revenue, adjusted EBITDA, and consolidated unencumbered liquid assets requirements. Additional covenants have been subsequently adopted as disclosed in Note 13. Noncompliance with these covenants constitutes an event of default. The covenants are summarized in the tables below and are on a pro forma basis as if the Merger with PHS happened as of April 1, 2017:

(in thousands)	Minimum Aggregate Revenue (LTM) as of the end of:
Months Ending	Twelve	Twelve	Twelve	Twelve
Period Ended	June 30, 2018	September 30, 2018	December 31, 2018	each fiscal quarter thereafter
	$70,000	$71,000	$74,000	$75,000
	Minimum Adjusted EBITDA as of the end of:
Months Ending	Twelve	Twelve	Twelve	Twelve
Period Ended	June 30, 2018	September 30, 2018	December 31, 2018	each fiscal quarter thereafter
	$5,200	$6,000	$8,000	$9,000
	Minimum Consolidated Unencumbered Liquid Assets as of:
	The end of each fiscal quarter
	$1,000

The Company was not in compliance with the covenants under the A&R Credit Agreement as of June 30, 2018, and on March 15, 2018, the Company did not make its $0.25 million payment; therefore, is in default. This enables the lenders to accelerate the repayment of all amounts outstanding and exercise remedies with respect to collateral, but subsequent to March 31, 2018 the lenders have agreed to forbear from enforcing these rights until August 31, 2018. Due to the covenant violations, the debt has been classified as short term on the condensed consolidated balance sheet as of June 30, 2018.

On May 10, 2018, the Company entered into a Fourth Amendment (together with related agreements and documents, the “Fourth Amendment”) to the A&R Credit Agreement dated as of May 11, 2017 (as amended, the “Credit Agreement”), by and between the Company and SWK. Pursuant to the Fourth Amendment, SWK has agreed to lend an additional $1.5 million (the “May 2018 Term Loan”) to the Company.

On June 1, 2018, the Company entered into a Fifth Amendment (together with related agreements and documents, the “Fifth Amendment”) to the Amended and Restated Credit Agreement dated as of May 11, 2017 (as amended, the “Credit Agreement”), by and between the Company and SWK.

The Fifth Amendment provides the Company a forbearance period that runs through August 31, 2018 with respect to the Company’s outstanding payment and covenant defaults under the Credit Agreement. SWK’s forbearance agreement is conditioned on the Company’s compliance with the following covenants, which the Company is currently in compliance with:

• The Company must provide periodic cash flow forecasts to SWK.

• The Company’s actual expenses must not exceed budgeted amounts by more than 15%.

• The Company must use reasonable best efforts to identify potential acquirers or investors and to effectuate a transaction that results in a merger, acquisition, or similar material investment in the Company as imminently as reasonably possible (the “Transaction”).

• The Company must continue to engage Raymond James as its financial adviser to advise and represent the Company with respect to the Transaction and must meet or exceed the milestones and deadlines established by Raymond James from time to time with respect to the Transaction.

Pursuant to the Fifth Amendment, SWK has agreed to lend an additional $5.0 million (the “Fifth Amendment Term Loan”) to the Company. All principal and accrued interest on the Fifth Amendment Term Loan, the August 2017 Term Loan with a principal balance of $1.75 million, and the May 2018 Term Loan with a principal balance of $1.5 million will be due and payable on September 4, 2018. The other terms and conditions of the Fifth Amendment Term Loan, the May 2018 Term Loan, and the August 2017 Term Loan are the same as those applicable to the primary term loan advanced by SWK to the Company under the Credit Agreement.

Borrowings under the A&R Credit Agreement are secured by a security interest in all existing and after our acquired property, including PHS, including, but not limited to, its receivables (which are subject to a lockbox account arrangement), inventory and equipment.

The A&R 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 2016 Credit and Security Agreement and the Company fails to make payments to CNH when due or if CNH is entitled to accelerate the maturity of debt in response to a default situation under the 2016 Credit and Security Agreement, which may include violation of any financial covenants.

Subordinated Promissory Note

Century invested $2.5 million in PHS prior to the Merger in the form of subordinated, convertible debt bearing interest at 8.25%. Immediately prior to closing of the Merger, approximately $0.4 million of the balance of the note converted to equity in PHS. Subject to a net debt calculation in the Merger Agreement, which included a post-closing true-up, the remaining approximately $1.9 million remained outstanding as subordinated debt (not convertible anymore) of PHS to Century pursuant to the Subordinated Promissory Note dated May 11, 2017 (the “Subordinated Promissory Note”). As noted in Note 3 to the condensed consolidated financial statements, the Subordinated Promissory Note was part of the PHS purchase price allocation and is recorded in short-term liabilities on the condensed consolidated balance sheet as of June 30, 2018.

The unpaid principal balance of the Subordinated Promissory Note is due on May 11, 2022, or if earlier, the date on which the Term Loan to SWK and the 2016 Credit and Security Agreement with CNH is discharged, repaid, refinanced or otherwise satisfied (the "Maturity Date"). The Subordinated Promissory Note bears interest at annual rate of 8.25%. Interest shall accrue daily and be paid in full on the Maturity Date; provided that a minimum amount of interest equal to the “Tax Distribution” shall be paid on or before March 31 of each year. “Tax Distribution” means 40% of the accrued interest for the most recently completed calendar year. The Subordinated Promissory Note is subordinated to the Term Loan with SWK and the 2016 Credit and Security Agreement with CNH, pursuant to the terms outlined in the Subordinated Promissory Note. This debt is subject to acceleration in the event of default. This acceleration can be the result of the Company’s default with the CNH and SWK debt agreements if CNH or SWK were to accelerate the Company's obligations. Given the going concern described in Note 2 and the covenant violations on the CNH and SWK debt agreements described above, this debt has been classified as short term on the condensed consolidated balance sheet as of June 30, 2018.

Capital Leases

As a result of the Merger with PHS, the Company acquired two leases accounted for as capital leases, which related to a phone system, which expired in October 2017, and a data center, which expires in June 2018. The underlying assets and accumulated depreciation are recorded in property, plant and equipment, with the corresponding liability of $0.02 million recorded in short-term debt in the condensed consolidated balance sheet as of June 30, 2018.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Lease obligations

The Company currently has two major locations, our corporate office located in Olathe, KS, and our East Greenwich, RI, office. Both locations are under operating leases which expire in 2018 and 2019, respectively.

Through the acquisition of AHS in 2015, the Company acquired two leased properties in Des Moines, IA and Indianapolis, IN under operating leases which would have expired in 2018. The Company determined that neither lease was necessary for its operations, thus, in April 2017, settlement agreements for the remaining lease obligations were reached with both landlords. Additionally, the Company was obligated under a lease related to the discontinued Hooper Holmes Services operations center through 2018 and had ceased use of this facility, and on March 9, 2017, the parties to the lease reached a settlement agreement for the remaining lease obligation. The lease settlement liabilities for the three settled lease agreements of $0.1 million are accrued in other current liabilities in the accompanying condensed consolidated balance sheet as of June 30, 2018.

The Company also leases vehicles, copiers, and other miscellaneous office equipment. Many of our leases expire at various times through 2019; however, some extend beyond 2022.

Employment obligations

The Company has employment agreements with certain executive employees that provide for payment of base salary for a defined period in the event their employment with us is terminated in certain circumstances, including following a change in control, as further defined in the agreements.

The Company incurred certain severance and other costs related to its ongoing initiatives to increase the flexibility of its cost structure that were recorded in selling, general, and administrative expenses, and at June 30, 2018, and December 31, 2017, the Company recorded a $0.6 million and $0.6 million liability, respectively, related to these initiatives in other current liabilities in the accompanying condensed consolidated balance sheet.

On June 21, 2018, the Company adopted a Key Employee Retention Incentive Plan (the “Plan”) to provide incentives for key management personnel to make extraordinary efforts to execute the strategic objectives of the Company in connection with its previously announced plan to seek a significant equity investment or a transaction involving the merger or sale of the Company (a “Transaction”). The Plan provides an opportunity for key management personnel, including the Company’s executive officers among others, to earn a one-time cash bonus on closing of a Transaction on the condition that the participant affirmatively and continuously assists the Company in and through the successful completion of a Transaction. The maximum authorized size of the aggregate bonus pool under the Plan cannot exceed a cap of five percent of Gross Enterprise Value (as defined in the Plan), and the Company’s current expectation is that the actual aggregate bonuses to be awarded will total less than four percent of Gross Enterprise Value.

Loss contingencies

The Company accrued $1.3 million related to a vendor arrangement acquired in the Merger. The arrangement had a minimum purchase commitment for which it was probable that the Company would not achieve. This amount has been recorded in Accruals as part of the purchase price allocation disclosed in Note 3.

Legal contingencies and obligations

The Company is, in the normal course of business, a party to various claims and other legal proceedings. If management believes that a material loss not covered by insurance arising from these actions is probable and can reasonably be estimated, the Company may record the amount of the estimated loss or, if a loss cannot be estimated but the minimum liability may be estimated using a range and no point is more probable than another, the Company may record the minimum estimated liability. As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary. The Company is not involved in any pending legal proceeding that, in the opinion of management after taking into account our loss reserves and insurance coverage, is likely to have a material adverse effect on our financial position or results of operations, with one exception. On June 21, 2018, Cantor Fitzgerald & Co. filed a complaint with the Supreme Court of the State of New York seeking $4.0 million in damages under a commercial contract. The Company intends to vigorously defend itself against the claim but the size of the claim, if successful, could have a material adverse effect on the Company’s operations. Litigation and claims are subject to inherent uncertainties and unfavorable outcomes can occur that exceed any amounts reserved for such losses. If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operations in the period in which the outcome occurs or in future periods.

Prior to our merger with PHS, PHS settled a lawsuit filed in California state court in which a former employee claimed that PHS failed to follow specific requirements under California wage and hour laws and regulations. Under the settlement agreement, PHS agreed to pay the plaintiff approximately $0.8 million, a portion of which was covered by PHS's insurance, with final payment due by November 2018. The uninsured balance of $0.4 million has been accrued in other current liabilities in the condensed consolidated balance sheet as of June 30, 2018.

On September 30, 2016, a former employee filed a class action complaint against the Company in state court in California, alleging employment-related claims. The parties have agreed in principle to settle the case, subject to negotiation of a definitive settlement agreement. The Company has accrued $0.1 million in other current liabilities in the condensed consolidated balance sheet as of June 30, 2018.

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Income Taxes

6 Months Ended

Jun. 30, 2018

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company's income tax expense was not material for any period presented in the condensed consolidated statement of operations. No amounts were recorded for unrecognized tax benefits or for the payment of interest and penalties during the three and six-month periods ended June 30, 2018 and 2017. No federal or state tax benefits were recorded relating to the current year loss. Additional income tax benefit for the period ended December 31, 2017 in the amount of $0.1 million has been recorded related to the further adjustment and release of the acquired valuation allowance of PHS. The Company continues to believe that a full valuation allowance is required on its net deferred tax assets, with the exception of deferred income tax on the liabilities of certain indefinite-lived intangibles.

The tax years 2014 through 2017 may be subject to federal examination and assessment. Tax years from 2009 through 2013 remain open solely for purposes of federal and certain state examination of net operating loss ("NOL") and credit carryforwards. State income tax returns may be subject to examination for tax years 2013 through 2017, depending on state tax statute of limitations.

As of December 31, 2017, the Company had U.S. federal and state net operating loss carryforwards of $19.9 million and $19.3 million, respectively. There has been no significant change in these balances as of June 30, 2018. The net operating loss carryforwards, if not utilized, will expire in the years 2018 through 2037. No tax benefit has been reported since a full valuation allowance offsets these tax attributes. However, limitations could apply upon the release of the valuation allowance.

Since the Company had changes in ownership during 2015, continuing into 2016 and 2017, the Company has determined that additional limitations under IRC Section 382 of the Internal Revenue Code of 1986 apply to the future utilization of certain tax attributes including NOL carryforwards, other tax carryforwards, and certain built-in losses.  Limitations on future net operating losses apply when a greater than 50% ownership change over a three-year period occurs under the rules of IRC Section 382. The Company has not had a formal study completed with respect to IRC Section 382; however, the Company did complete its own analysis and determined that there has been a greater than 50% change in ownership following the Merger on May 11, 2017. The allowance of future net operating losses is limited to the market capitalization value multiplied by the “long-term tax-exempt rate” as of May 2017, the month in which the ownership change took place. It is estimated that the Company will be limited to approximately $0.2 million of NOL per year, and due to expiring net operating loss provisions, the Company has estimated it will be unable to utilize approximately $173.1 million and $140.4 million of remaining federal and state net operating losses, respectively, in the future. The net operating loss carryforwards expiring prior to utilization as a result of the Section 382 limitations reduce the deferred tax assets, with a corresponding reduction of the valuation allowance.

In addition to the Company’s existing net operating losses, the Company is confirming that the net operating losses of PHS are acquired as part of the Merger, satisfying the continuity of business requirements. PHS has an estimated $1.87 million and $1.86 million of federal and state net operating losses, respectively, as of the Merger date after applying the limitations of IRC Section 382. Preliminary calculations indicate the PHS losses will be limited to $0.09 million of NOL per year.

Tax reform legislation commonly known as the Tax Cuts and Jobs Act (“Tax Act”) was signed into law on December 22, 2017 and included a shift to a flat federal corporate income tax rate of 21% effective in the first quarter of 2018. The statutory rate was 35% for the period ending June 30, 2017. The SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118"), which provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification 740 - Income Taxes ("ASC 740"). The Company completed a re-measurement of deferred income tax assets and liabilities as of December 31, 2017 and does not anticipate further adjustments to income tax expense as a result of the Tax Act.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company determines the fair value measurements used in our condensed consolidated financial statements based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

• Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

• Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

• Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company estimated the fair value of the Term Loans and the Century 10% Warrant using Level 3 valuation techniques. The estimated fair value of the Term Loans was determined by discounting future projected cash flows using a discount rate commensurate with the risks involved and by using the Black-Scholes valuation model. The estimated fair value of the Century 10% Warrant was determined by using the Black-Scholes valuation model.

	June 30, 2018						December 31, 2017
(in thousands)	Face Value		Fair Value		Carrying Amount		Face Value		Fair Value		Carrying Amount
Term Loans	$	8,250	$	6,107	$	11,219	$	8,500	$	6,013	$	7,649
Century 10% Warrant	$	152	$	8	$	131	$	152	$	89	$	89

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Related Party Transactions

6 Months Ended

Jun. 30, 2018

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

The Company completed its acquisition of PHS on May 11, 2017. As a result of the Merger, Century has a significant equity interest in the Company and representation on the Company’s board of directors. As previously disclosed in Note 8 - Debt, the Company has an outstanding Subordinated Promissory Note with Century. In March 2018, the Company entered into a letter agreement with Century related to payments for certain consulting agreements. Under this letter agreement, Century will pay advances due to the consultants on behalf of the Company. The Company was expected repay the aggregate amount of the advances to Century no later than June 1, 2018, however the amounts are still outstanding.

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Subsequent Events

6 Months Ended

Jun. 30, 2018

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Pursuant to the Sixth Amendment to A&R Credit Agreement dated as of August 9, 2018 (the “Sixth Amendment”), SWK agreed to lend an additional $0.8 million (the “Sixth Amendment Term Loan”) to the Company under the same payment terms and subject to the same conditions as the Fifth Amendment. All principal and accrued interest on the Sixth Amendment Term Loan, the Fifth Amendment Term Loan with a principal balance of $5.0 million, the August 2017 Term Loan with a principal balance of $1.75 million, and the May 2018 Term Loan with a principal balance of $1.5 million will be due and payable on September 4, 2018. The other terms and conditions of the Sixth Amendment Term Loan, the Fifth Amendment Term Loan, the May 2018 Term Loan, and the August 2017 Term Loan are the same as those applicable to the primary term loan advanced by SWK to the Company under the Credit Agreement.

In 2016, the Company filed a lawsuit against a channel partner for breach of contract alleging lost profit damages. The partner filed a counterclaim against the Company for failure to pay for services rendered. On August 1, 2018, the court ruled that the contract was breached but awarded only nominal damages due to a limitation provision in the contract. The court also ruled in favor of the partner’s counterclaim awarding them the value of the outstanding invoices plus interest. The liability for services has been previously recorded in accounts payable, however the Company will also be required to pay interest in the amount of $111,000 which has been accrued for at June 30, 2018. The Company is still considering its options with respect to this ruling.

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Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Hooper Holmes and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with instructions for Form 10-Q and the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's 2017 Annual Report on Form 10-K, filed with the SEC on April 17, 2018, as amended by Amendment No. 1 on Form 10-K/A, which was filed with the SEC on May 1, 2018.

Prior to 2015, the Company completed the sale of certain assets comprising its Portamedic, Heritage Labs, and Hooper Holmes Services businesses. The operating results of these businesses have been segregated and reported as discontinued operations for all periods presented in this Quarterly Report on Form 10-Q.

Use of Estimates

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions about future events.  The financial information included herein is unaudited; however, such information reflects all adjustments that are, in the opinion of the Company's management, necessary for a fair statement of results for the interim periods presented. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses.  Such estimates include the valuation of receivable balances, property, plant and equipment, valuation of goodwill and other intangible assets, deferred tax assets, share based compensation expense and the assessment of contingencies and legal contingencies, among others.  These estimates and assumptions are based on the Company’s best estimates and judgment.  The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which the Company believes to be reasonable under the circumstances.  The Company adjusts such estimates and assumptions when facts and circumstances dictate.  As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.  Changes in those estimates will be reflected in the condensed consolidated financial statements in future periods.

Adoption of New Accounting Standard

Adoption of new accounting standard

Accounting Standards Update (“ASU”) 2014-09, “Revenue - Revenue from Contracts with Customers (Topic 606)” (“ASU-2014-09”), which with amendments is collectively known as ASC 606. On January 1, 2018, the Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) using the modified retrospective method. As a policy election, the new revenue standard was applied only to contracts that were not substantially completed as of the date of adoption. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the January 1, 2018 opening balance of accumulated deficit. The prior period condensed consolidated financial statements have not been retrospectively adjusted and continue to be reported under the accounting standards in effect for those periods.

As a result of the adoption of ASU 2014-09, the Company has changes to its revenue recognition policy for revenue recognition. Revenue is recognized when control of the services or goods, through the performance obligation of the Company is transferred to the customer in an amount that reflects the consideration it expects to be entitled to in exchange for the performance obligations. The Company accounts for revenue contracts with customers based on the following steps:

• Identification of the contract, or contracts with a customer

• Identification of the performance obligations in the contract

• Determination of the transaction price

• Allocation of the transaction price to the performance obligations in the contract

• Recognition of revenue when, or as, the Company satisfies a performance obligation

Revenue is recognized for screening services when the screening is completed based on the either the actual number of participants screened or an estimated minimum depending on the terms of the contract. Revenue for wellness portal services are recognized on a per eligible member, per month basis, while revenue from wellness coaching services are recognized as services are performed or ratable over the delivery period. The ratable recognition is the result of a stand ready obligation under which we expect the customer to receive and consume the benefits throughout the period. This is a faithful depiction of the satisfaction of the performance obligation because we cannot reasonably estimate when they will request performance and therefore have determined that the straight-line method is the most appropriate measure of performance. Revenue for kit assembly is recorded upon completion of the kit as the Company only assembles components on behalf of the customer and does not take control of the raw materials or finished goods. For contracts with multiple performance obligations, the transaction price is allocated to each individual performance obligation based on the standalone selling price of that performance obligation. We use standalone transactions when available to value each performance obligation. If standalone transactions are not available, we will estimate the standalone selling price through a cost plus a reasonable margin analysis. Any discounts from standalone selling price are spread proportionally to each performance obligation.

The Company has agreements with third parties for the procurement of rewards and gift cards for some customers who subsequently distribute these rewards and gift cards to their employees for engaging in certain health and wellness activities. The Company does not control the rewards and gift cards before they are transferred to the customer, the pricing is controlled by the third party and the Company does not generate any profit or loss for these activities as the service is only a “pass-though” cost, and therefore the Company has been classified as an agent with regards to these subcontracted services. These pass-through costs are not included in the transaction price and the Company will record the reimburse of these costs net of the amount it pays the third party.

The Company recognizes contract assets, or unbilled receivables, related to the rights to consideration for services completed but not billed at the reporting date. Unbilled receivables are classified as receivables when the Company has the right to invoice the customer. Unbilled receivables were $1.9 million at June 30, 2018. The unbilled receivables of $2.7 million outstanding at December 31, 2017 were subsequently billed prior to March 31, 2018.

The Company records contract liabilities when cash payments are received for due in advance of performance to deferred revenue. Deferred revenue primarily relates to the advance consideration received from the customer. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion is recorded as long-term deferred revenue. Deferred revenue during the three and six months ended June 30, 2018 decreased by $0.4 million and $0.7 million, respectively, resulting from $0.7 million and $1.5 million of additional invoicing and was offset by revenue recognized of $1.0 million and $2.2 million during the same periods, of which $0.3 million and $1.0 million were included in deferred revenue at the beginning of the respective periods. As of June 30, 2018, there is $1.6 million in total deferred revenue of which $0.03 million is long-term and will be recognized over a period exceeding 12 months. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an expected length of one year of less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

The recognition of our revenues remains substantially unchanged under ASC 606 with the exception of upfront fees charged to our customers which had a material impact. Depending on the terms of the contract, the period over which the upfront fees will be recognized may differ from the current treatment. In addition to the revenue change for up-front fees, the Company expects a change to the direct and incremental costs to obtain contract with customers, such as sales commissions, as these costs will be deferred and recognized over the period of benefit rather than expensing them as incurred in the period that the commissions are earned by our employees. The change in deferred commission expense as a result of deferring incremental costs of obtaining a contract and the related offset of amortization were both immaterial during the three and six months ended June 30, 2018.

New Accounting Pronouncements

New Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, "Leases", which is intended to improve financial reporting about leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on its consolidated financial position, results of operations or cash flows.

In January 2017, the FASB issued ASU 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment", which is intended to simplify goodwill impairment testing by eliminating the second step of the analysis under which the implied fair value of goodwill is determined as if the reporting unit were being acquired in a business combination. The update instead requires entities to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for any amount by which the carrying amount exceeds the reporting unit’s fair value, to the extent that the loss recognized does not exceed the amount of goodwill allocated to that reporting unit. The standard is effective, prospectively, for public companies in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted the guidance during the fourth fiscal quarter of 2017, prior to our annual testing of goodwill impairment. See Note 7 to the consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting", which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. ASU 2017-09 will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if the award's fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2017-09 to have a material impact on its consolidated financial position, results of operations or cash flows.

Loss Per Share

Loss Per Share

Basic loss per share equals net loss divided by the weighted average common shares outstanding during the period.  Diluted loss per share equals net loss divided by the sum of the weighted average common shares outstanding during the period plus dilutive common stock equivalents.

Fair Value Measurements

Fair Value Measurements

The Company determines the fair value measurements used in our condensed consolidated financial statements based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

• Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

• Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

• Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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Basis of Presentation (Tables)

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Cumulative Changes on Consolidated Financials Statements

The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of the new revenue standard was as follows:

(in thousands)	Balance at December 31, 2017			Adjustments due to ASC 606			Balance at January 1, 2018
ASSETS
Other current assets	$	998		$	70		$	1,068
Other assets	397			359			756
LIABILITIES AND STOCKHOLDERS' DEFICIT
Other current liabilities	5,529			(42		)	5,487
Other long-term liabilities	268			(53		)	215
Accumulated deficit	(185,324		)	(334		)	(184,990		)

In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our Condensed Consolidated Balance Sheet and Condensed Consolidated Statement of Operations was as follows:

	June 30, 2018
(in thousands)	As Reported			Balances Without Adoption of ASC 606			Effect of Change Higher/(Lower)
BALANCE SHEET
ASSETS
Other current assets	$	794		$	740		$	54
Other assets	982			623			359
LIABILITIES AND STOCKHOLDERS' DEFICIT
Other current liabilities	4,220			4,184			36
Other long-term liabilities	149			96			53
Accumulated deficit	(195,296		)	(194,962		)	334

	Three months ended									Six months ended
	June 30, 2018									June 30, 2018
(in thousands)	As Reported			Balances Without Adoption of ASC 606			Effect of Change Higher/(Lower)			As Reported			Balances Without Adoption of ASC 606			Effect of Change Higher/(Lower)
STATEMENT OF OPERATIONS
Revenues	$	10,275		$	10,183		$	92		$	21,610		$	21,604		$	6
Selling, general and administrative expenses	6,433			6,451			(18		)	13,284			13,300			(16		)
Net loss	(5,077		)	(5,151		)	74			(10,306		)	(10,296		)	(10		)

Schedule of Disaggregation of Revenue by Major Product Line

The following table disaggregates our revenue by major product line:

	Three months ended		Six months ended
(in thousands)	June 30, 2018		June 30, 2018
Screening revenues	$	6,726	$	14,071
Portal revenues	2,685		5,715
Coaching revenues	485		1,074
Other revenues	379		750
Total revenues	$	10,275	$	21,610

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Merger (Tables)

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Schedule of Preliminary Allocation of Purchase Price

The allocation of purchase price is as follows:

(in thousands)	December 31, 2017
Cash	$	1,936
Accounts receivable	3,128
Inventory and other assets	1,209
Fixed assets	1,041
Technology	4,200
Customer relationships	3,400
Trade name/trademark	200
Non-compete agreements	10
Goodwill	8,126
Accounts payable	(2,945		)
Accrued expenses and other liabilities	(6,789		)
Line of credit	(4,684		)
Capital leases	(334		)
Deferred revenue	(200		)
Subordinated promissory note	(1,917		)
Subordinated promissory note, discount	411
Purchase Price	$	6,792

Schedule of Methods Used to Determine Fair Value of Acquired Intangibles

The method used to determine the fair value of the intangible assets acquired and their estimated useful lives are as follows:

Intangible Asset	Fair Value Method	Estimated Useful Life
Portal (Technology)	Income Approach, Relief from Royalty	6 years
Customer relationships	Income Approach, Multi-Period Excess Earnings	8 years
Trade name/trademark	Income Approach, Relief from Royalty	9 months
Non-compete agreements	Income Approach Lost Profits Method	1 year

Schedule of Unaudited Pro Forma Results of Operations

The following table provides unaudited pro forma results of operations for the three and six months ended June 30, 2017,as if the Merger had been completed on the first day of the Company's 2017 fiscal year.

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
(in thousands)				(Proforma)						(Proforma)
Revenues	$	10,275		$	10,884		$	21,610		$	24,034
Loss from continuing operations	$	(5,077	)	$	(5,873	)	$	(10,271	)	$	(11,680	)

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Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Valuation Assumptions for Stock Options Granted

The fair value of the stock options granted during the three and six months ended June 30, 2018, was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	Three months ended	Six months ended
	June 30, 2018	June 30, 2018
Expected life (years)	4.0	3.9
Expected volatility	91.3%	90.5%
Expected dividend yield	—%	—%
Risk-free interest rate	2.4%	2.4%
Weighted average fair value of options granted during the period	$0.30	$0.29

Schedule of Stock Option Activity

The following table summarizes stock option activity for the six-month period ended June 30, 2018:

	Number of Options		Weighted Average Exercise Price Per Option		Weighted Average remaining Contractual Life (years)	Aggregate Intrinsic Value (in thousands)
Outstanding balance at December 31, 2017	2,577,860		$	1.17
Granted	235,000		0.65
Forfeited and Expired	(300,000	)	0.93
Outstanding balance at June 30, 2018	2,512,860		$	1.15	8.8	$0
Options exercisable at June 30, 2018	1,247,489		$	1.62	8.4	$0

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Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets are summarized in the table below:

	June 30, 2018						December 31, 2017
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Intangible Assets, net		Gross Carrying Amount		Accumulated Amortization		Intangible Assets, net
Portal	$	8,351	$	4,125	$	4,226	$	8,351	$	3,256	$	5,095
Customer relationships	5,497		1,325		4,172		5,497		981		4,516
Trade name/trademark	200		200		—		200		171		29
Non-compete agreements	10		10		—		10		6		4
Total	$	14,058	$	5,660	$	8,398	$	14,058	$	4,414	$	9,644

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Debt (Tables)

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The following table summarizes the Company's outstanding debt:

(in thousands)	June 30, 2018			December 31, 2017
2016 Credit and Security Agreement	$	5,766		$	10,015
Term Loans	11,860			8,500
Discount on Term Loans	(467		)	(631		)
Unamortized debt issuance costs related to Term Loans	(174		)	(220		)
Subordinated Promissory Note, net	1,575			1,543
Capital Leases	23			107
Total debt	18,583			19,314
Short-term portion	(18,583		)	(19,314		)
Total long-term debt	$	—		$	—

Schedule of Components of Interest Expense

The following table summarizes the components of interest expense:

	Three Months Ended					Six months ended
	June 30,					June 30,
(in thousands)	2018			2017		2018			2017
Interest expense on Term Loans (effective interest rate at June 30, 2018 and 2017 was 31% and 15%, respectively)	$	458		$	179	$	807		$	317
Interest expense on 2016 Credit and Security Agreement	174			117		347			198
Interest expense on Subordinated Promissory Note	39			23		78			23
Interest expense on Seasonal Facility	—			23		—			23
Interest expense on Capital Leases	—			2		5			2
Interest expense, other	—			2		—			2
Accretion of termination fees (over term of Term Loan at rate of 8%)	49			98		160			140
Amortization of debt issuance costs	77			79		152			219
Amortization of debt discount associated with SWK Warrants #1 and #2 (defined below)	87			170		164			537
Amortization of Subordinated Promissory Note Discount	17			—		32			—
Mark to market of SWK Warrant #2 (defined below)	(122		)	—		(80		)	—
Total	$	779		$	693	$	1,665		$	1,461

Schedule of Debt Covenant Compliance

The covenants are summarized in the tables below and are on a pro forma basis as if the Merger with PHS happened as of April 1, 2017:

(in thousands)	Minimum Aggregate Revenue (LTM) as of the end of:
Months Ending	Twelve	Twelve	Twelve	Twelve
Period Ended	June 30, 2018	September 30, 2018	December 31, 2018	each fiscal quarter thereafter
	$70,000	$71,000	$74,000	$75,000
	Minimum Adjusted EBITDA as of the end of:
Months Ending	Twelve	Twelve	Twelve	Twelve
Period Ended	June 30, 2018	September 30, 2018	December 31, 2018	each fiscal quarter thereafter
	$5,200	$6,000	$8,000	$9,000
	Minimum Consolidated Unencumbered Liquid Assets as of:
	The end of each fiscal quarter
	$1,000

The covenants are summarized in the tables below and are on a pro forma basis as if the Merger with PHS happened as of April 1, 2017:

(in thousands)	Minimum Aggregate Revenue (LTM) as of the end of:
Months Ending	Twelve	Twelve	Twelve	Twelve
Period Ended	June 30, 2018	September 30, 2018	December 31, 2018	each fiscal quarter thereafter
	$70,000	$71,000	$74,000	$75,000
	Minimum Adjusted EBITDA as of the end of:
Months Ending	Twelve	Twelve	Twelve	Twelve
Period Ended	June 30, 2018	September 30, 2018	December 31, 2018	each fiscal quarter thereafter
	$5,200	$6,000	$8,000	$9,000
	Minimum Consolidated Unencumbered Liquid Assets as of:
	The end of each fiscal quarter
	$1,000

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2018

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Term Loan and Century 10% Warrants

The Company estimated the fair value of the Term Loans and the Century 10% Warrant using Level 3 valuation techniques. The estimated fair value of the Term Loans was determined by discounting future projected cash flows using a discount rate commensurate with the risks involved and by using the Black-Scholes valuation model. The estimated fair value of the Century 10% Warrant was determined by using the Black-Scholes valuation model.

	June 30, 2018						December 31, 2017
(in thousands)	Face Value		Fair Value		Carrying Amount		Face Value		Fair Value		Carrying Amount
Term Loans	$	8,250	$	6,107	$	11,219	$	8,500	$	6,013	$	7,649
Century 10% Warrant	$	152	$	8	$	131	$	152	$	89	$	89

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Basis of Presentation - Additional Information (Details) $ in Thousands	2 Months Ended	3 Months Ended		6 Months Ended		8 Months Ended	12 Months Ended
	Jun. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($) segment	Jun. 30, 2017 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2017 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reporting segments | segment				1
Unbilled receivables	$ 1,900	$ 1,900		$ 1,900		$ 2,700	$ 2,700
Decrease in deferred revenue		(400)		(700)
Deferred revenue, additional invoicing		700		1,500
Deferred revenue recognized		1,000		2,200
Deferred revenue recognized that was included in the balance at the beginning of the period		300		1,000
Deferred revenue	1,600	1,600		1,600
Deferred revenue, long-term	30	30		30
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Increase in tax benefit related to tax adjustment of acquired valuation allowance		86	$ (12)	$ 86	$ (17)
PHS
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Increase in goodwill after measurement period related to tax adjustment of acquired valuation allowance						$ 1,600
PHS | Immaterial Error Correction
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Increase in goodwill after measurement period related to tax adjustment of acquired valuation allowance	100	$ 100
Increase in tax benefit related to tax adjustment of acquired valuation allowance	$ 100						$ 100

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Basis of Presentation - Cumulative Effect of Changes in Consolidated Financial Statements (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Jan. 01, 2018	Dec. 31, 2017
ASSETS
Other current assets	$ 794		$ 794		$ 1,068	$ 998
Other assets	982		982		756	397
LIABILITIES AND STOCKHOLDERS' DEFICIT
Other current liabilities	4,220		4,220		5,487	5,529
Other long-term liabilities	149		149		215	268
Accumulated deficit	(195,296)		(195,296)		(184,990)	(185,324)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS:
Revenues	10,275		21,610
Selling, general and administrative expenses	6,433	$ 5,281	13,284	$ 8,760
Net loss	(5,077)	$ (5,883)	(10,306)	$ (9,012)
Effect of Change Higher/(Lower)
ASSETS
Other current assets	54		54
Other assets	359		359
LIABILITIES AND STOCKHOLDERS' DEFICIT
Other current liabilities	36		36
Other long-term liabilities	53		53
Accumulated deficit	334		334
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS:
Revenues	92		6
Selling, general and administrative expenses	(18)		(16)
Net loss	74		(10)
Accounting Standards Update 2014-09 | Balances Without Adoption of ASC 606
ASSETS
Other current assets	740		740
Other assets	623		623
LIABILITIES AND STOCKHOLDERS' DEFICIT
Other current liabilities	4,184		4,184
Other long-term liabilities	96		96
Accumulated deficit	(194,962)		(194,962)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS:
Revenues	10,183		21,604
Selling, general and administrative expenses	6,451		13,300
Net loss	$ (5,151)		$ (10,296)
Balance at December 31, 2017
ASSETS
Other current assets						998
Other assets						397
LIABILITIES AND STOCKHOLDERS' DEFICIT
Other current liabilities						5,529
Other long-term liabilities						268
Accumulated deficit						$ (185,324)
Adjustments due to ASC 606 | Accounting Standards Update 2014-09
ASSETS
Other current assets					70
Other assets					359
LIABILITIES AND STOCKHOLDERS' DEFICIT
Other current liabilities					(42)
Other long-term liabilities					(53)
Accumulated deficit					$ (334)

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Basis of Presentation - Disaggregation of Revenue by Product Line (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Disaggregation of Revenue [Line Items]
Revenues	$ 10,275	$ 8,883	$ 21,610	$ 16,484
Screening revenues
Disaggregation of Revenue [Line Items]
Revenues	6,726		14,071
Portal revenues
Disaggregation of Revenue [Line Items]
Revenues	2,685		5,715
Coaching revenues
Disaggregation of Revenue [Line Items]
Revenues	485		1,074
Other revenues
Disaggregation of Revenue [Line Items]
Revenues	$ 379		$ 750

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Liquidity and Going Concern Assessment (Details)			1 Months Ended		3 Months Ended		6 Months Ended
	Mar. 15, 2018 USD ($)	Feb. 01, 2018 USD ($)	Apr. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Jun. 30, 2018 USD ($) operating_lease	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($) operating_lease	Jun. 30, 2017 USD ($)	Aug. 09, 2018 USD ($)	Jul. 31, 2018 USD ($)	Jun. 01, 2018 USD ($)	May 10, 2018 USD ($)	Dec. 31, 2017 USD ($)	Aug. 08, 2017 USD ($)	May 12, 2017 USD ($)	May 11, 2017 USD ($)	May 10, 2017 USD ($)	Dec. 31, 2016 USD ($)	Nov. 15, 2016 USD ($)
Debt Instrument [Line Items]
Long-term debt					$ 18,583,000		$ 18,583,000						$ 19,314,000
Working capital deficit					36,000,000		36,000,000
Cash and cash equivalents					582,000	$ 1,250,000	582,000	$ 1,250,000					884,000					$ 1,866,000
Past due payables					$ 15,000,000		$ 15,000,000
Past due percentage of outstanding payables					79.00%		79.00%
Net cash provided by operating activities of continuing operations							$ 693,000	(6,681,000)
Loss from continuing operations before tax					$ 5,163,000	$ 5,892,000	$ 10,357,000	$ 9,129,000
Provant
Debt Instrument [Line Items]
Subordinated promissory note													1,917,000
Olathe, KS and East Greenwich, RI
Debt Instrument [Line Items]
Number of properties under operating leases | operating_lease					2		2
Line of Credit | August 2017 Term Loan | Provant
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity					$ 2,000,000		$ 2,000,000
Term Loans
Debt Instrument [Line Items]
Deb face amount					8,250,000		8,250,000						8,500,000
Term Loans | Term Loans
Debt Instrument [Line Items]
Long-term debt					11,860,000		11,860,000						8,500,000
Line of credit facility, maximum borrowing capacity																	$ 3,700,000
Debt balance in default	$ 250,000		$ 250,000	$ 250,000
Deb face amount																			$ 5,000,000
Term Loans | Term Loans | Provant
Debt Instrument [Line Items]
Long-term debt					6,500,000		6,500,000
Line of credit facility, maximum borrowing capacity																$ 6,500,000
Deb face amount																6,500,000.0
Term Loans | May 2018 Term Loan | SWK
Debt Instrument [Line Items]
Deb face amount					1,500,000.0		1,500,000.0				$ 1,500,000.0	$ 1,500,000
Term Loans | May 2018 Term Loan | SWK | Subsequent Event
Debt Instrument [Line Items]
Deb face amount									$ 1,500,000.0
Term Loans | Fifth Amendment Term Loan | SWK
Debt Instrument [Line Items]
Deb face amount											5,000,000.0
Term Loans | Fifth Amendment Term Loan | SWK | Subsequent Event
Debt Instrument [Line Items]
Deb face amount									5,000,000.0
Term Loans | August 2017 Term Loan
Debt Instrument [Line Items]
Long-term debt														$ 2,000,000
Repayments of debt		$ 250,000
Debt balance in default			$ 250,000
Deb face amount																2,000,000.0
Term Loans | August 2017 Term Loan | SWK
Debt Instrument [Line Items]
Deb face amount					1,750,000.00		1,750,000.00				$ 1,750,000.00
Term Loans | August 2017 Term Loan | SWK | Subsequent Event
Debt Instrument [Line Items]
Deb face amount									1,750,000.00
Term Loans | Sixth Amendment Term Loan | SWK | Subsequent Event
Debt Instrument [Line Items]
Deb face amount									800,000.0
Term Loans | SWK Term Loans | SWK
Debt Instrument [Line Items]
Outstanding borrowings under term loan					11,900,000		11,900,000
Term Loans | Fourth, Fifth and Sixth Amendment Term Loans [Member] | SWK
Debt Instrument [Line Items]
Outstanding borrowings under term loan					3,600,000		3,600,000
Term Loans | Fourth, Fifth and Sixth Amendment Term Loans [Member] | SWK | Subsequent Event
Debt Instrument [Line Items]
Deb face amount									$ 7,300,000
Line of Credit | 2016 Credit and Security Agreement
Debt Instrument [Line Items]
Borrowings outstanding					5,800,000		5,800,000
Long-term debt					5,766,000		5,766,000						10,015,000
Line of credit facility, maximum borrowing capacity																	$ 7,000,000
Line of Credit | 2016 Credit and Security Agreement | Subsequent Event
Debt Instrument [Line Items]
Borrowings outstanding										$ 4,400,000
Available borrowing capacity										$ 100,000
Line of Credit | 2016 Credit and Security Agreement | Provant
Debt Instrument [Line Items]
Line of credit facility, accordion feature																$ 15,000,000.0
Line of credit, percentage to calculate available borrowing base																85.00%
Line of credit facility, maximum borrowing capacity																$ 10,000,000
Line of Credit | Seasonal Facility | Guarantor Subsidiaries | Provant
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity					2,000,000.0		2,000,000.0								$ 2,000,000.0
Subordinated Debt | Subordinated Promissory Note
Debt Instrument [Line Items]
Long-term debt					1,575,000		1,575,000						$ 1,543,000
Subordinated Debt | Subordinated Promissory Note | Provant | Century Equity Partners
Debt Instrument [Line Items]
Subordinated promissory note					$ 1,900,000		$ 1,900,000

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Merger - Additional Information (Details)		2 Months Ended	3 Months Ended		6 Months Ended		8 Months Ended
	May 11, 2017 USD ($) unit shares	Jun. 30, 2018 USD ($) shares	Jun. 30, 2018 USD ($) shares	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($) shares	Jun. 30, 2017 USD ($)	Dec. 31, 2017 USD ($) shares	May 10, 2017 USD ($)
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares) | shares		26,768,498	26,768,498		26,768,498		26,768,498
Merger related costs			$ 77,000	$ 1,595,000	$ 203,000	$ 2,277,000
Amortization of intangible assets			600,000	500,000	1,200,000	800,000
Goodwill		$ 8,852,000	$ 8,852,000		$ 8,852,000		$ 8,759,000
Term Loans | Term Loans
Business Acquisition [Line Items]
Line of credit facility, maximum borrowing capacity								$ 3,700,000
Line of Credit | Revolving Credit Facility
Business Acquisition [Line Items]
Line of credit facility, maximum borrowing capacity								$ 7,000,000
Provant
Business Acquisition [Line Items]
Shared issued in merger (in shares) | shares	10,448,849
Common stock, shares outstanding (in shares) | shares		26,800,000	26,800,000		26,800,000
Merger related costs			$ 0	1,600,000	$ 0	2,300,000
Increase in goodwill during measurement period							1,600,000
Amortization of intangible assets			300,000		600,000
Goodwill	$ 8,100,000						$ 8,126,000
Number of reporting units tested for goodwill impairment | unit	1
Revenues attributable to Provant since the acquisition			4,100,000	1,900,000	9,600,000	1,900,000
Provant | Addition of Transaction Costs
Business Acquisition [Line Items]
Net income (loss)				$ 2,100,000		$ 3,300,000
Provant | Cost of operations
Business Acquisition [Line Items]
Amortization of intangible assets					200,000
Provant | Selling, general and administrative expenses
Business Acquisition [Line Items]
Amortization of intangible assets					$ 100,000
Provant | Seasonal Facility | Line of Credit
Business Acquisition [Line Items]
Line of credit facility, maximum borrowing capacity	$ 2,000,000
Provant | Immaterial Error Correction
Business Acquisition [Line Items]
Increase in goodwill during measurement period		$ 100,000	$ 100,000
Provant | Term Loans | Term Loans
Business Acquisition [Line Items]
Line of credit facility, maximum borrowing capacity	6,500,000
Provant | Line of Credit | Revolving Credit Facility
Business Acquisition [Line Items]
Line of credit facility, maximum borrowing capacity	10,000,000
Line of credit facility, capacity available during high-volume months	$ 15,000,000.0
Provant | Former Provant Ownwers
Business Acquisition [Line Items]
Ownership percentage by noncontrolling owners		47.00%	47.00%		47.00%

XML

Merger - Purchase Price Allocation (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017	May 11, 2017
Business Acquisition [Line Items]
Goodwill	$ 8,852	$ 8,759
Provant
Business Acquisition [Line Items]
Cash		1,936
Accounts receivable		3,128
Inventory and other assets		1,209
Fixed assets		1,041
Goodwill		8,126	$ 8,100
Accounts payable		(2,945)
Accrued expenses and other liabilities		(6,789)
Line of credit		(4,684)
Capital leases		(334)
Deferred revenue		(200)
Subordinated promissory note		(1,917)
Subordinated promissory note, discount		411
Purchase Price		6,792
Provant | Technology
Business Acquisition [Line Items]
Intangible assets		4,200
Provant | Customer relationships
Business Acquisition [Line Items]
Intangible assets		3,400
Provant | Trade name/trademark
Business Acquisition [Line Items]
Intangible assets		200
Provant | Non-compete agreements
Business Acquisition [Line Items]
Intangible assets		$ 10

XML

Merger - Intangible Assets Acquired (Details)		6 Months Ended
	May 11, 2017	Jun. 30, 2018
Customer relationships
Business Acquisition [Line Items]
Estimated Useful Life		8 years
Provant | Level 3 | Portal (Technology) | Income Approach Valuation Technique | Relief From Royalty
Business Acquisition [Line Items]
Estimated Useful Life	6 years
Provant | Level 3 | Customer relationships | Income Approach Valuation Technique | Multi-Period Excess Earnings
Business Acquisition [Line Items]
Estimated Useful Life	8 years
Provant | Level 3 | Trade name/trademark | Income Approach Valuation Technique | Relief From Royalty
Business Acquisition [Line Items]
Estimated Useful Life	9 months
Provant | Level 3 | Non-compete agreements | Income Approach Valuation Technique | Loss Profit Method
Business Acquisition [Line Items]
Estimated Useful Life	1 year

XML

Merger - Pro Forma Results of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Business Acquisition [Line Items]
Revenues	$ 10,275	$ 8,883	$ 21,610	$ 16,484
Loss from continuing operations	(5,077)	(5,904)	(10,271)	(9,146)
Provant
Business Acquisition [Line Items]
Revenues	10,275		21,610
Loss from continuing operations	$ (5,077)		$ (10,271)
Revenues (Proforma)		10,884		24,034
Loss from continuing operations (Proforma)		$ (5,873)		$ (11,680)

XML

Loss Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average options outstanding (in shares)	2,512,860		2,512,860		2,577,860
Weighted Average
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average options outstanding (in shares)	2,512,860		2,512,860		938,062
Provant | A&R Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,317,289	1,317,289	1,317,289	1,317,289
Provant | 10% Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	326,052	326,052	326,052	326,052
Provant | 2017 Public Offering Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	2,187,500	2,187,500	2,187,500	2,187,500
Provant | August Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	450,000	450,000	450,000	450,000

XML

Share-Based Compensation - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	May 24, 2011	May 29, 2008
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)			235,000
Options exercised (in shares)			0	0
Options vested in period (in shares)			220,989
Aggregate fair value of options vested in period			$ 0.2
Unrecognized compensation cost related to stock options	$ 0.4		$ 0.4
Weighted average period for recognition of compensation cost			3 years 1 month 2 days
Selling, general and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 0.1	$ 0.1	$ 0.1	$ 0.2
2008 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under the plans (in shares)						333,333
Options granted (in shares)	0	0	0	0
Remaining shares available for grant under the plan (in shares)	154,141		154,141
Contractual life of options			10 years
2011 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under the plans (in shares)					3,650,000
Options granted (in shares)	110,000	2,075,000		235,000
Remaining shares available for grant under the plan (in shares)	592,893		592,893
Contractual life of options			10 years
2011 Plan | Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock awards granted (in shares)		19,800	0	19,800

XML

Share-Based Compensation - Stock Options Fair Value Assumptions (Details) - Stock Options - $ / shares	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life (years)	4 years	3 years 10 months 24 days
Expected volatility	91.30%	90.50%
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	2.40%	2.40%
Weighted average fair value of options granted during the period (in dollars per share)	$ 0.30	$ 0.29

XML

Share-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2018
Number of Options
Outstanding balance at December 31, 2017 (in shares)	2,577,860
Options granted (in shares)	235,000
Forfeited and Expired (in shares)	(300,000)
Outstanding balance at June 30, 2018 (in shares)	2,512,860
Weighted Average Exercise Price Per Option
Outstanding balance at December 31, 2017 (in dollars per share)	$ 1.17
Granted (in dollars per share)	0.65
Forfeited and Expired (in dollars per share)	0.93
Outstanding balance at June 30, 2018 (in dollars per share)	$ 1.15
Additional Disclosures
Number of options exercisable at June 30, 2018 (in shares)	1,247,489
Weighted average exercise price of options exercisable at June 30, 2018 (in dollars per share)	$ 1.62
Weighted average remaining contractual life (years), outstanding at June 30, 2018	8 years 9 months
Weighted average remaining contractual life (years), exercisable at June 30, 2018	8 years 4 months 10 days
Aggregate intrinsic value, outstanding at June 30, 2018	$ 0
Aggregate intrinsic value, exercisable at June 30, 2018	$ 0

XML

Inventories (Details) - USD ($) $ in Millions	Jun. 30, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Finished goods	$ 0.3	$ 0.5
Components	$ 0.4	$ 0.5

XML

Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 8,852,000		$ 8,852,000		$ 8,759,000
Amortization expense of intangibles	600,000	$ 500,000	1,200,000	$ 800,000
Carrying value of reporting unit	1,800,000		1,800,000
Goodwill impairment			0
Stockholders' deficit balance	(16,756,000)		(16,756,000)		(6,856,000)
Fair value of market capitalization of the Company	$ 1,000,000		$ 1,000,000		$ 11,000,000
Portal (Technology) | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life of intangible assets			4 years
Portal (Technology) | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life of intangible assets			6 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Estimated useful life of intangible assets			8 years

XML

Goodwill and Other Intangible Assets - Summary of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 14,058	$ 14,058
Accumulated Amortization	5,660	4,414
Intangible Assets, net	8,398	9,644
Portal (Technology)
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	8,351	8,351
Accumulated Amortization	4,125	3,256
Intangible Assets, net	4,226	5,095
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,497	5,497
Accumulated Amortization	1,325	981
Intangible Assets, net	4,172	4,516
Trade name/trademark
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	200	200
Accumulated Amortization	200	171
Intangible Assets, net	0	29
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	10	10
Accumulated Amortization	10	6
Intangible Assets, net	$ 0	$ 4

XML

Debt - Summary of Outstanding Borrowings (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Long-term debt	$ 18,583	$ 19,314
Capital Leases	23	107
Short-term portion	(18,583)	(19,314)
Total long-term debt	0	0
Line of Credit | 2016 Credit and Security Agreement
Debt Instrument [Line Items]
Long-term debt	5,766	10,015
Term Loans | Term Loans
Debt Instrument [Line Items]
Long-term debt	11,860	8,500
Discount on Term Loans	(467)	(631)
Unamortized debt issuance costs related to Term Loans	(174)	(220)
Subordinated Debt | Subordinated Promissory Note, net
Debt Instrument [Line Items]
Long-term debt	$ 1,575	$ 1,543

XML

Debt - Summary of Components of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Debt Instrument [Line Items]
Amortization of debt issuance costs	$ 77	$ 79	$ 152	$ 219
Mark to market of SWK Warrant 2 (defined below)			0	152
Total	779	693	1,665	1,461
Warrants 1 and 2
Debt Instrument [Line Items]
Amortization of debt discount	87	170	164	537
Warrant 2
Debt Instrument [Line Items]
Mark to market of SWK Warrant 2 (defined below)	(122)	0	(80)	0
Term Loans | Term Loans
Debt Instrument [Line Items]
Interest expense	458	179	807	317
Accretion of termination fees (over term of Term Loan at rate of 8%)	$ 49	$ 98	$ 160	$ 140
Effective interest rate percentage	31.00%	15.00%	31.00%	15.00%
Accretion of termination fees percentage	8.00%	8.00%	8.00%	8.00%
Line of Credit | 2016 Credit and Security Agreement
Debt Instrument [Line Items]
Interest expense	$ 174	$ 117	$ 347	$ 198
Line of Credit | Seasonal Facility
Debt Instrument [Line Items]
Interest expense	0	23	0	23
Subordinated Debt | Subordinated Promissory Note
Debt Instrument [Line Items]
Interest expense	39	23	78	23
Amortization of debt discount	17	0	32	0
Capital Leases
Debt Instrument [Line Items]
Interest expense	0	2	5	2
Other
Debt Instrument [Line Items]
Interest expense	$ 0	$ 2	$ 0	$ 2

XML

Debt - Additional Information (Details)							1 Months Ended		3 Months Ended	4 Months Ended	6 Months Ended
	Mar. 15, 2018 USD ($)	Aug. 08, 2017 USD ($) $ / shares shares	May 11, 2017 USD ($) lease yr guarantor $ / shares shares	May 10, 2017 USD ($)	Apr. 29, 2016 USD ($)	Apr. 17, 2015 USD ($) yr shares	Apr. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Jun. 30, 2018 USD ($) credit_facility	May 24, 2017 USD ($) $ / shares shares	Jun. 30, 2018 USD ($) credit_facility	Jun. 30, 2017 USD ($)	Jun. 01, 2018 USD ($)	May 10, 2018 USD ($)	Dec. 31, 2017 USD ($)	May 12, 2017 USD ($)	Nov. 15, 2016 USD ($)	Aug. 15, 2016 $ / shares
Debt [Line Items]
Number of primary credit facilities | credit_facility									2		2
Long-term debt									$ 18,583,000		$ 18,583,000				$ 19,314,000
Number of overdraft credit facilities | credit_facility									2		2
Value of stock issued											$ 23,000
Issuance of warrant to Century in connection with the Merger											0	$ 152,000
Capital Leases									$ 23,000		23,000				107,000
Short-term Debt
Debt [Line Items]
Capital Leases									20,000		20,000
Provant
Debt [Line Items]
Business combinations, line of credit															4,684,000
Subordinated promissory note															1,917,000
Number of capital leases | lease			2
2017 Public Offering Warrant | Provant
Debt [Line Items]
Warrants strike price (in dollars per share) | $ / shares										$ 1.35
Stocks issued (in shares) | shares										4,375,000
Value of stock issued										$ 3,400,000
Sale of stock, price per share (in dollars per share) | $ / shares			$ 0.80
Number of shares to be purchased under warrant (in shares) | shares			2
A&R Warrant | Provant
Debt [Line Items]
Warrants strike price (in dollars per share) | $ / shares			$ 0.84
Stocks issued (in shares) | shares			1,300,000
August 2017 Term Loan | Line of Credit | Provant
Debt [Line Items]
Line of credit facility, maximum borrowing capacity									2,000,000		2,000,000
Line of Credit | Seasonal Facility | Provant | Guarantor Subsidiaries
Debt [Line Items]
Line of credit facility, maximum borrowing capacity									2,000,000.0		2,000,000.0					$ 2,000,000.0
Number of guarantors | guarantor			1
Interest payment amount as percentage of outstanding balance (as percent)			25.00%
Line of Credit | Seasonal Facility | 10% Warrant
Debt [Line Items]
Option indexed to issue shares (in shares) | shares			326,052
Warrants strike price (in dollars per share) | $ / shares			$ 0.6134
Line of Credit | Seasonal Facility | 90% Contingent Warrant
Debt [Line Items]
Option indexed to issue shares (in shares) | shares			2,934,468
Warrants strike price (in dollars per share) | $ / shares			$ 0.6134
Exercisable period of warrants			7 years
Line of Credit | Seasonal Facility | Century Warrants | Expected Volatility Rate
Debt [Line Items]
Debt instrument, measurement input			0.806
Line of Credit | Seasonal Facility | Century Warrants | Expected Risk Free Interest Rate
Debt [Line Items]
Debt instrument, measurement input			0.0222
Line of Credit | Seasonal Facility | Century Warrants | Expected Dividend Rate
Debt [Line Items]
Debt instrument, measurement input			0
Line of Credit | Seasonal Facility | Century Warrants | Expected Term
Debt [Line Items]
Debt instrument, measurement input | yr			7
Line of Credit | Seasonal Facility | 2017 Public Offering Warrant
Debt [Line Items]
Option indexed to issue shares (in shares) | shares			2,187,500
Exercisable period of warrants			4 years
Line of Credit | Seasonal Facility | A&R Warrant | Expected Volatility Rate
Debt [Line Items]
Debt instrument, measurement input			0.806
Line of Credit | Seasonal Facility | A&R Warrant | Expected Risk Free Interest Rate
Debt [Line Items]
Debt instrument, measurement input			0.0222
Line of Credit | Seasonal Facility | A&R Warrant | Expected Dividend Rate
Debt [Line Items]
Debt instrument, measurement input			0
Line of Credit | Seasonal Facility | A&R Warrant | Expected Term
Debt [Line Items]
Debt instrument, measurement input | yr			7
Line of Credit | 2016 Credit and Security Agreement
Debt [Line Items]
Long-term debt									5,766,000		5,766,000				10,015,000
Line of credit facility, maximum borrowing capacity				$ 7,000,000
Debt instrument term					3 years
Borrowings outstanding									5,800,000		5,800,000
Debt instrument, fee amount					$ 100,000
Commitment fee, percentage (as percent)					0.50%
Collateral fee (as percent)					0.50%
Line of Credit | 2016 Credit and Security Agreement | Prime rate
Debt [Line Items]
Spread on variable rate (as percent)					4.50%
Line of Credit | 2016 Credit and Security Agreement | Other Assets
Debt [Line Items]
Debt issuance costs, gross					$ 100,000
Deferred issuance costs, net									200,000		200,000
Line of Credit | 2016 Credit and Security Agreement | Provant
Debt [Line Items]
Line of credit facility, maximum borrowing capacity			$ 10,000,000
Line of credit facility, capacity available during high-volume months			15,000,000.0
Line of Credit | Term Loans
Debt [Line Items]
Cross-default provision on amount of debt outstanding						$ 250,000
Term Loans
Debt [Line Items]
Deb face amount									8,250,000		8,250,000				8,500,000
Term Loans | August 2017 Term Loan
Debt [Line Items]
Long-term debt		$ 2,000,000
Debt instrument, fee amount		30,000
Deb face amount			2,000,000.0
Debt balance in default							$ 250,000
Term Loans | August 2017 Term Loan | Payment by November 30, 2017
Debt [Line Items]
Debt exit fees		140,000
Term Loans | August 2017 Term Loan | Payment after November 30, 2017
Debt [Line Items]
Debt exit fees		$ 280,000
Term Loans | August 2017 Term Loan | August Warrant
Debt [Line Items]
Exercise price of warrant (in dollars per share) | $ / shares		$ 0.80
Issuance of warrant to Century in connection with the Merger		$ 200,000
Number of warrants to purchase shares issued (in shares) | shares		450,000
Term Loans | August 2017 Term Loan | August Warrant | Expected Volatility Rate
Debt [Line Items]
Debt instrument, measurement input		0.793
Term Loans | 2013 Loan and Security Agreement | Warrant 2
Debt [Line Items]
Value of warrant to be issued is debt instrument is not paid					$ 1,250,000
Term Loans | Term Loans
Debt [Line Items]
Long-term debt									11,860,000		11,860,000				8,500,000
Line of credit facility, maximum borrowing capacity				3,700,000
Debt instrument, fee amount															97,500
Deferred issuance costs, net									174,000		174,000				220,000
Deb face amount																	$ 5,000,000
Maximum quarterly principal payment			$ 500,000
Debt instrument, exit fee percentage			8.00%
Legal fees															150,000
Debt exit fees			$ 400,000
Term loan, fair value									467,000		467,000				631,000
Debt balance in default	$ 250,000						$ 250,000	$ 250,000
Term Loans | Term Loans | LIBOR
Debt [Line Items]
Spread on variable rate (as percent)			12.50%
Term Loans | Term Loans | Minimum | LIBOR
Debt [Line Items]
Spread on variable rate (as percent)			1.00%
Term Loans | Term Loans | Annual Aggregate Revenue up to and Including $20 million
Debt [Line Items]
Quarterly revenue-based payments as a percent of annual aggregate revenue (as percent)			15.00%
Term Loans | Term Loans | Annual Aggregate Revenue Greater greater than $20 million
Debt [Line Items]
Quarterly revenue-based payments as a percent of annual aggregate revenue (as percent)			10.00%
Annual aggregate revenue limit			$ 20,000,000						20,000,000
Term Loans | Term Loans | Provant
Debt [Line Items]
Long-term debt									6,500,000		6,500,000
Line of credit facility, maximum borrowing capacity			6,500,000
Deb face amount			$ 6,500,000.0
Term Loans | Term Loans | Warrant 2
Debt [Line Items]
Value of warrant to be issued is debt instrument is not paid						$ 1,250,000
Term Loans | Term Loans | Warrant 2 | Expected Volatility Rate
Debt [Line Items]
Debt instrument, measurement input						0.8
Term Loans | Term Loans | Warrant 2 | Expected Risk Free Interest Rate
Debt [Line Items]
Debt instrument, measurement input						0.021
Term Loans | Term Loans | Warrant 2 | Expected Dividend Rate
Debt [Line Items]
Debt instrument, measurement input						0
Term Loans | Term Loans | Warrant 2 | Expected Term
Debt [Line Items]
Debt instrument, measurement input | yr						7
Term Loans | Term Loans | Warrant 1
Debt [Line Items]
Exercise price of warrant (in dollars per share) | $ / shares																		$ 1.30
Number of shares to be purchased under warrant (in shares) | shares						543,479
Term Loans | Term Loans | Warrant 1 | Additional Paid-in Capital
Debt [Line Items]
Issuance of warrant to Century in connection with the Merger						$ 300,000
Term Loans | Term Loans | Warrant 1 | Expected Volatility Rate
Debt [Line Items]
Debt instrument, measurement input						0.85
Term Loans | Term Loans | Warrant 1 | Expected Risk Free Interest Rate
Debt [Line Items]
Debt instrument, measurement input						0.014
Term Loans | Term Loans | Warrant 1 | Expected Dividend Rate
Debt [Line Items]
Debt instrument, measurement input						0
Term Loans | Term Loans | Warrant 1 | Expected Term
Debt [Line Items]
Debt instrument, measurement input | yr						7
Term Loans | Term Loans | Warrants 1 and 2
Debt [Line Items]
Term loan, fair value						$ 3,600,000
Term Loans | Term Loans | A&R Warrant
Debt [Line Items]
Exercisable period of warrants						7 years
Term Loans | Term Loans | August Warrant | Expected Risk Free Interest Rate
Debt [Line Items]
Debt instrument, measurement input						0.021
Term Loans | Term Loans | August Warrant | Expected Dividend Rate
Debt [Line Items]
Debt instrument, measurement input						0
Term Loans | Term Loans | August Warrant | Expected Term
Debt [Line Items]
Debt instrument, measurement input | yr						7
Convertible Subordinated Debt | Subordinated Promissory Note | Century
Debt [Line Items]
Long-term debt				$ 2,500,000
Interest rate				8.25%
Convertible Subordinated Debt | Subordinated Promissory Note | Provant
Debt [Line Items]
Amount converted to equity				$ 400,000
Subordinated Debt | Subordinated Promissory Note
Debt [Line Items]
Long-term debt									1,575,000		1,575,000				$ 1,543,000
Interest rate				8.25%
Tax distribution interest accrual rate				40.00%
SWK | Term Loans | August 2017 Term Loan
Debt [Line Items]
Deb face amount									1,750,000.00		1,750,000.00		$ 1,750,000.00
SWK | Term Loans | Fourth Amendment Term Loan
Debt [Line Items]
Long-term debt														$ 1,500,000
SWK | Term Loans | Fifth Amendment Term Loan
Debt [Line Items]
Deb face amount													$ 5,000,000.0
Percentage of Company's actual expenses over budget													15.00%
SWK | Term Loans | May 2018 Term Loan
Debt [Line Items]
Deb face amount									$ 1,500,000.0		$ 1,500,000.0		$ 1,500,000.0	$ 1,500,000

XML

Debt - Debt Covenant Compliance (Details) $ in Thousands	Jun. 30, 2018 USD ($)
Line of Credit | 2016 Credit and Security Agreement
Debt Instrument [Line Items]
Minimum Aggregate Revenue (LTM) as of the of twelve months ended June 30, 2018	$ 70,000
Minimum Aggregate Revenue (LTM) as of the of twelve months ended September 30, 2018	71,000
Minimum Aggregate Revenue (LTM) as of the of twelve months ended December 31, 2018	74,000
Minimum Aggregate Revenue (LTM) as of each fiscal quarter thereafter	75,000
Line of Credit | Term Loans
Debt Instrument [Line Items]
Minimum Aggregate Revenue (LTM) as of the of twelve months ended June 30, 2018	70,000
Minimum Aggregate Revenue (LTM) as of the of twelve months ended September 30, 2018	71,000
Minimum Aggregate Revenue (LTM) as of the of twelve months ended December 31, 2018	74,000
Minimum Aggregate Revenue (LTM) as of each fiscal quarter thereafter	75,000
Term Loans | 2016 Credit and Security Agreement
Debt Instrument [Line Items]
Minimum Adjusted EBITDA as of the end of twelve months ended June 30, 2018	5,200
Minimum Adjusted EBITDA as of the end of twelve months ended September 30, 2018	6,000
Minimum Adjusted EBITDA as of the end of twelve months ended December 31, 2018	8,000
Minimum Adjusted EBITDA as of the end of twelve months for each of fiscal quarter thereafter	9,000
Minimum Consolidated Unencumbered Liquid Assets as of each fiscal quarter thereafter	1,000
Term Loans | Term Loans
Debt Instrument [Line Items]
Minimum Adjusted EBITDA as of the end of twelve months ended June 30, 2018	5,200
Minimum Adjusted EBITDA as of the end of twelve months ended September 30, 2018	6,000
Minimum Adjusted EBITDA as of the end of twelve months ended December 31, 2018	8,000
Minimum Adjusted EBITDA as of the end of twelve months for each of fiscal quarter thereafter	9,000
Minimum Consolidated Unencumbered Liquid Assets as of each fiscal quarter thereafter	$ 1,000

XML

Commitments and Contingencies (Details) $ in Thousands	Jun. 21, 2018 USD ($)	May 10, 2017 USD ($)	Jun. 30, 2018 USD ($) operating_lease states	Jan. 01, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2015 operating_lease
Loss Contingencies [Line Items]
Number of operating leases settlements | states			3
Accrued lease settlement liability			$ 100
Other current liabilities			4,220	$ 5,487	$ 5,529
Pending Litigation | Cantor Fitzgerald & Co. | Damages Under Commercial Contract
Loss Contingencies [Line Items]
Loss contingency, damages sought	$ 4,000
Provant
Loss Contingencies [Line Items]
Litigation settlement amount		$ 800
Provant
Loss Contingencies [Line Items]
Accrued purchased commitment obligation related to vendor			1,300
Other Current Liabilities | Employment-related claim
Loss Contingencies [Line Items]
Loss contingency accrual			400
Other Current Liabilities | Provant
Loss Contingencies [Line Items]
Other current liabilities			100
Employee Severance | Other Current Liabilities
Loss Contingencies [Line Items]
Restructuring reserve			$ 600		$ 600
Maximum | Deferred Bonus
Loss Contingencies [Line Items]
One-time cash bonus percentage of gross enterprise value	5.00%
Minimum | Deferred Bonus
Loss Contingencies [Line Items]
One-time cash bonus percentage of gross enterprise value	4.00%
Olathe, KS and East Greenwich, RI
Loss Contingencies [Line Items]
Number of properties under operating leases | operating_lease			2
Des Moines, IA and Indianapolis
Loss Contingencies [Line Items]
Number of properties under operating leases | operating_lease						2

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Income Taxes (Details) - USD ($)	2 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017	May 11, 2017
Income Tax Disclosure [Abstract]
Unrecognized tax benefits	$ 0	$ 0	$ 0	$ 0	$ 0
Interest and penalty payments		0	0	0	0
Current federal tax benefits		0	0	0	0
Current state tax benefits		0	0	0	0
Income Taxes [Line Items]
Income tax (benefit) expense		$ (86,000)	$ 12,000	$ (86,000)	$ 17,000
Ownership percentage, threshold for utilization of net operating losses carryforward	50.00%	50.00%		50.00%			50.00%
Ownership percentage, period for utilization of net operating losses carryforwards				3 years
Deferred tax assets, operating loss carryforwards, annual limitation	$ 200,000	$ 200,000		$ 200,000
PHS
Income Taxes [Line Items]
Deferred tax assets, operating loss carryforwards, annual limitation							$ 90,000
Federal
Income Taxes [Line Items]
Operating loss carryforwards, subject to expiration						$ 19,900,000
Federal | PHS
Income Taxes [Line Items]
Operating loss carryforwards							1,870,000
Federal | Operating Loss Carryforwards
Income Taxes [Line Items]
Deferred tax assets valuation allowance	173,100,000	173,100,000		173,100,000
State
Income Taxes [Line Items]
Operating loss carryforwards, subject to expiration						19,300,000
State | PHS
Income Taxes [Line Items]
Operating loss carryforwards							$ 1,860,000
State | Operating Loss Carryforwards
Income Taxes [Line Items]
Deferred tax assets valuation allowance	140,400,000	$ 140,400,000		$ 140,400,000
Immaterial Error Correction | PHS
Income Taxes [Line Items]
Income tax (benefit) expense	$ (100,000)					$ (100,000)

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Fair Value Measurements (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Century 10% Warrant
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant, Face Value	$ 152	$ 152
Term Loans
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Deb face amount	8,250	8,500
Carrying Amount | Century 10% Warrant
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant, Fair Value and Carrying Amount	131	89
Carrying Amount | Term Loans
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Term Loan, Fair Value and Carrying Amount	11,219	7,649
Level 3 | Fair Value | Century 10% Warrant
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrant, Fair Value and Carrying Amount	8	89
Level 3 | Fair Value | Term Loans
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Term Loan, Fair Value and Carrying Amount	$ 6,107	$ 6,013

XML

Subsequent Events (Details) - USD ($)	Aug. 09, 2018	Aug. 01, 2018	Jun. 30, 2018	Jun. 01, 2018	May 10, 2018	Dec. 31, 2017	May 11, 2017
Term Loans
Subsequent Event [Line Items]
Deb face amount			$ 8,250,000			$ 8,500,000
Term Loans | Fifth Amendment Term Loan | SWK
Subsequent Event [Line Items]
Deb face amount				$ 5,000,000.0
Term Loans | August 2017 Term Loan
Subsequent Event [Line Items]
Deb face amount							$ 2,000,000.0
Term Loans | August 2017 Term Loan | SWK
Subsequent Event [Line Items]
Deb face amount			1,750,000.00	1,750,000.00
Term Loans | May 2018 Term Loan | SWK
Subsequent Event [Line Items]
Deb face amount			$ 1,500,000.0	$ 1,500,000.0	$ 1,500,000
Subsequent Event | Breach of Contract and Loss Profit Damages | Pending Litigation
Subsequent Event [Line Items]
Interest amount required to be paid on pending litigation		$ 111,000
Subsequent Event | Term Loans | Sixth Amendment Term Loan | SWK
Subsequent Event [Line Items]
Deb face amount	$ 800,000.0
Subsequent Event | Term Loans | Fifth Amendment Term Loan | SWK
Subsequent Event [Line Items]
Deb face amount	5,000,000.0
Subsequent Event | Term Loans | August 2017 Term Loan | SWK
Subsequent Event [Line Items]
Deb face amount	1,750,000.00
Subsequent Event | Term Loans | May 2018 Term Loan | SWK
Subsequent Event [Line Items]
Deb face amount	$ 1,500,000.0