<PAGE>
FORM 10Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1995
SEC File No. 1-9972
Hooper Holmes, Inc.
-------------------------------------------------------
(Exact name of registrant as specified in
its charter)
New York 22-1659359
- ----------------------------------------------- ----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
170 Mt. Airy Rd., Basking Ridge, NJ 07920
- ------------------------------------------------ ----------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (908) 766-5000
None
- --------------------------------------------------------------------------------
(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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Class Outstanding at September 30, 1995
- -------------------------------- --------------------------------------
Common stock, $.04 par value 6,707,052
<PAGE>
HOOPER HOLMES, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I - Financial Information
ITEM 1 - Financial Statements
Consolidated Balance Sheets 1
as of September 30, 1995 and
December 31, 1994
Consolidated Statements of Income 2
for the Three Months and Nine Months
Ended September 30, 1995 and 1994
Consolidated Statements of Cash Flows 3
for the Nine Months Ended
September 30, 1995 and 1994
Notes to Consolidated Financial Statements 4,5
ITEM 2 - Management's Discussion and Analysis 6,7,8
of Financial Condition and Results
of Operations
PART II - Other Information
ITEM 4 - Submission of Matters to a vote of 9
Security Holders
ITEM 6 - Exhibits and Reports on Form 8-K
</TABLE>
<PAGE>
HOOPER HOLMES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
09/30/95 12/31/94
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 1,864,392 $ 1,695,844
Accounts receivable 24,039,678 12,706,513
Prepaid expenses 2,666,420 2,347,383
Deferred / refundable taxes 9,454,365 0
Escrow funds 15,000,000 0
------------ ------------
Total current assets 53,024,855 16,749,740
PROPERTY, PLANT AND EQUIPMENT:
Land 570,116 567,947
Building 3,440,840 3,432,655
Furniture & fixtures 15,092,261 8,179,498
Leasehold improvements 118,676 110,726
------------ ------------
Total property, plant & equipment 19,221,893 12,290,826
Less: accumulated depreciation 6,806,541 6,027,686
------------ ------------
Net property, plant & equipment 12,415,352 6,263,140
Cost in excess of net assets of acquired companies 16,690,942 4,283,384
Intangible assets 8,972,660 197,284
Other assets 3,643,757 1,632,763
Net assets -- discontinued operations (Note 3) 0 74,045,993
------------ ------------
$ 94,747,566 $103,172,304
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current maturities of long term debt $ 1,000,000 $ 2,150,000
Accounts payable 8,612,183 5,043,424
Accrued expenses:
Insurance benefits 129,588 117,717
Salaries and wages 414,177 522,181
Payroll and other taxes 749,037 422,392
Income taxes payable 0 450,518
Discontinued operations 12,072,075 0
Workers' compensation 1,995,189 247,887
Other 4,937,995 1,388,835
------------ ------------
Total current liabilities 29,910,244 10,342,954
OTHER LIABILITIES:
Long term debt 27,616,942 46,326,942
Deferred tax liability 4,143,418 0
------------ ------------
Total other liabilities 31,760,360 46,326,942
STOCKHOLDERS' EQUITY:
Common stock 269,777 269,777
Additional paid-in capital 24,097,717 24,114,410
Retained earnings 9,122,580 22,589,370
------------ ------------
33,490,074 46,973,557
Less: treasury stock 413,112 471,149
------------ ------------
Total stockholders' equity 33,076,962 46,502,408
------------ ------------
$ 94,747,566 $103,172,304
============ ============
</TABLE>
See Notes to Consolidated Financial Statements
- 1 -
<PAGE>
HOOPER HOLMES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
--------------------------- ---------------------------
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 23,184,270 $ 22,680,230 $ 71,577,324 $ 68,358,022
Cost of operations 17,897,069 17,190,957 54,334,181 52,182,720
------------ ------------ ------------ ------------
Gross profit 5,287,201 5,489,273 17,243,143 16,175,302
Selling, general and administrative expenses 4,199,022 4,769,278 14,046,312 13,344,824
------------ ------------ ------------ ------------
Operating income 1,088,179 719,995 3,196,831 2,830,478
Other income (expense):
Interest expense (451,801) (337,299) (1,198,426) (598,609)
Interest income 81,999 6,375 269,218 24,436
Other 0 0 0 0
------------ ------------ ------------ ------------
(369,802) (330,924) (929,208) (574,173)
------------ ------------ ------------ ------------
Income before income taxes 718,377 389,071 2,267,623 2,256,305
Income taxes 324,000 169,236 1,021,161 981,935
------------ ------------ ------------ ------------
Income from continuing operations 394,377 219,835 1,246,462 1,274,370
------------ ------------ ------------ ------------
Discontinued operations: (Note 3)
Income (loss) from operations, net of taxes (720,000) 94,544 (4,051,864) 671,056
Loss on disposal, net of taxes 0 0 (10,326,068) 0
------------ ------------ ------------ ------------
Income (loss) from discontinued operations (720,000) 94,544 (14,377,932) 671,056
------------ ------------ ------------ ------------
Net income (loss) $ (325,623) $ 314,379 $(13,131,470) $ 1,945,426
============ ============ ============ ============
Earnings (loss) per share:
Weighted average number of shares 6,707,052 6,704,828 6,705,552 6,708,011
Income from continuing operations $ 0.06 $ 0.03 $ 0.19 $ 0.19
Income (loss) from discontinued operations (0.11) 0.02 (2.14) 0.10
------------ ------------ ------------ ------------
Net income (loss) $ (0.05) $ 0.05 $ (1.95) $ 0.29
============ ============ ============ ============
</TABLE>
See Notes to Consolidated Financial Statements
- 2 -
<PAGE>
Hooper Holmes, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30,
-----------------------------
1995 1994
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from continuing operations $ 1,246,462 $ 1,274,370
Adjustments to reconcile income from continuing
operations to net cash provided by operating activities:
Depreciation and amortization 1,260,043 812,341
Provision for bad debt expense 97,650 51,000
Loss on disposal of NHC Division 10,326,068 0
Change in assets and liabilities:
Accounts receivable 217,029 2,472
Prepaid expenses and other assets (347,674) (961,046)
Deferred/refundable taxes (9,454,365) 0
Escrow account (15,000,000) 0
Accrued expenses -- discontinued operations 6,507,430 0
Accounts payable and accrued expenses 7,723,321 (204,872)
------------ ------------
Net cash (used in) provided by operating activities of continuing operations 2,575,964 974,265
------------ ------------
Net cash provided by (used in) operating activities of discontinued operations (7,273,919) (13,220,328)
------------ ------------
NET CASH (USED IN) OPERATING ACTIVITIES (4,697,955) (12,246,063)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of ASB Corporation, net of cash acquired (31,000,000) 0
Proceeds from disposition of NHC Division 57,412,355 0
Capital expenditures, net of disposals (595,435) (717,114)
Net investing activities of discontinued operations (796,441) (329,157)
------------ ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 25,020,479 (1,046,271)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long term debt 7,000,000 17,826,942
Principal payments on long term debt (26,860,000) (1,550,000)
Payment of note 0 (3,000,000)
Proceeds from exercise of stock options 41,344 38,722
Treasury stock acquired 0 (98,964)
Dividends paid (335,320) (1,509,565)
------------ ------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (20,153,976) 11,707,135
------------ ------------
Net increase (decrease) in cash and cash equivalents 168,548 (1,585,199)
Cash and cash equivalents at beginning of year 1,695,844 1,585,199
------------ ------------
Cash and cash equivalents at end of period $ 1,864,392 $ 0
============ ============
</TABLE>
See Notes to Consolidated Financial Statements
- 3 -
<PAGE>
HOOPER HOLMES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 1995
NOTE 1: BASIS OF PRESENTATION
The financial information included herein is unaudited unless otherwise
indicated; however, such information reflects all adjustments (consisting solely
of normal recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of results for the interim periods.
The results of operations for the third quarter and nine month period ended
September 30, 1995 are not necessarily indicative of the results to be expected
for the full year. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" for additional information.
NOTE 2: EARNINGS PER SHARE
Earnings per share are computed by dividing net earnings by the weighted average
number of shares of common stock outstanding during the respective periods as
outlined in Part I.
NOTE 3: DISCONTINUED OPERATIONS
The Company entered into an agreement that related to the sale, transfer and
assignment of substantially all of the assets and business of the health care
division of Hooper Holmes, Inc. a New York corporation, to Olsten Corporation, a
Delaware corporation, or an affiliate thereof (the "NHC Transaction"), pursuant
to an Agreement of Acquisition between the Company and Olsten, dated as of the
26th day of May, 1995. The NHC Division consists of the assets and business of
the Company and its wholly-owned subsidiary Hooper Holmes Health Care, Inc.
which are utilized principally in (a) providing comprehensive home health care
services, including, without limitation, skilled and unskilled home health care
services, pharmaceutical and ancillary services and products, (b) providing
private duty nursing services in institutional settings; (c) providing
supplemental staffing services to or on behalf of health care facilities,
providers and payors, and (d) operating six pharmacies. The NHC Division
includes the assets and business of Nurse's House Call.
The transaction closed September 29, 1995 subject to the final adjustment of the
cash portion of the purchase price as discussed below. The Acquisition
Agreement provided that as consideration for the sale of the NHC Assets, Olsten
will transfer, assign and deliver to the Company all of the issued and
outstanding capital stock ("ASB Meditest Stock ") of American Service Bureau,
Inc., an Illinois corporation engaged in the business of providing paramedical
examinations and related services to the life and health insurance industries
under the name ASB Meditest ("ASB Meditest"), pay the Company Thirty-Four
Million Five Hundred Thousand Dollars ($34,500,000) in cash as adjusted to
reflect changes in the NHC Division Net Asset Amount between November 30, 1994
and the Closing Date, and in the ASB Meditest
- 4 -
<PAGE>
Net Asset Amount between December 31, 1994 and the Closing Date and assume
certain specified liabilities relating to the NHC Division. The preliminary net
asset values as of September 29, 1995 resulted in a Cash Portion of the Purchase
Price of $26.4 million and the liabilities to be assumed by Olsten were
approximately $5.1 million. The final determination of the cash portion of the
purchase price and of the net liabilities to be assumed is expected to occur no
later than December 31, 1995. The Purchase Price was determined through arm's-
length negotiation between the officers and financial advisors of Olsten and
those of the Company. The accompanying consolidated financial statements have
been restated to conform with the discontinued operations presentation.
Net sales for the Company's discontinued operation (the "NHC Division") for the
three and nine months ended September 30, 1995 were $37.6 million and $117.2
million respectively, compared to $39.7 million and $118.7 million for three and
nine months ended September 30, 1994, respectively.
In the third quarter ended September 30, 1995, the Company increased the after
tax operating charge by $.7 million for legal fee accruals and additional losses
from operations, which now totals $4.0 million for the nine months ended
September 30, 1995 pertaining to the discontinued operations.
NOTE 4: ACQUISITION
On September 29, 1995, as part of the NHC transaction, the Company purchased all
of the outstanding stock of ASB Meditest, a national health information services
company, headquartered in Framingham, Massachusetts. The acquisition was valued
at approximately $33.5 million which included direct costs of the acquisition
and was recorded under the purchase method of accounting. Cost in excess of net
assets acquired of approximately $12.8 million is being amortized over 25 years
using the straight line method. Additionally, a non-competition agreement was
entered into in the amount of $2.0 million and is being expensed over 5 years.
The following unaudited pro forma information has been prepared as if the
acquisition of ASB Meditest had occurred on January 1, 1995. This pro forma
information does not purport to be an indication of the results that actually
would have been obtained if the operations had been combined during the periods.
(in thousands, except per share amounts)
Nine Months Ended Nine Months Ended
September 30,1995 September 30,1994
----------------- -----------------
Revenues $130,560 $130,785
Net (loss) income $ (416) $ 497
Net (loss) income per share $ (.06) $ .07
======== ========
- 5 -
<PAGE>
HOOPER HOLMES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO
THREE MONTHS ENDED SEPTEMBER 30, 1994
Revenues from continuing operations for the third quarter of 1995 were
$23,184,000 compared to $22,680,000 for the third quarter of 1994, an increase
of 2.2%. This increase continues to result from increased utilization of our
premium priced services.
The Company's direct cost of operations from continuing operations, as a
percentage of revenues, increased from 75.8% for the third quarter of 1994 to
77.2% for the third quarter of 1995. This increase in cost of sales results
primarily from an increase in operating expenses of the field operations,
including branch sales personnel and expenses, and upgrades of computer systems.
Selling, general and administrative expenses totaled $4.2 million as compared to
$4.8 million, for 1995 and 1994 respectively, representing an improvement as a
percentage of revenue to 18.1% from 21.0%. This improvement is primarily the
result of improved control of expenses in the continuing Portamedic business.
Operating income improved to $1.1 million from $720,000 and as a percentage of
revenues, increased to 4.7% from 3.2% for the third quarter of 1995 compared to
the third quarter of 1994. This improvement is the result of improvement in
selling, general and administrative expenses, offset by slightly higher cost of
sales. Interest expense for the third quarter of 1995 was up just over $.1
million as a result of higher interest rates and higher net borrowings.
Interest income increased due primarily to a deferred gain recognized on the
partial payment of the fully reserved note receivable resulting from the sale of
our Direct Marketing business in 1992.
Earnings per share from continuing operations, for the third quarter of 1995 was
$394,000 or $.06 per share versus $220,000 or $.03 per share for the third
quarter of 1994. Average shares for the respective periods were 6,707,052 and
6,704,828, respectively.
The Company incurred a $13.3 million or $1.98 per share loss from discontinued
operations in the second quarter of 1995. This loss was increased $.7 million
in the third quarter primarily due to legal fee accruals and additional losses
from operations. The loss relates to the sale of the "NHC Division" to Olsten
Corporation and includes an after tax loss from operations of $4.0 million and
an after tax loss of $10.3 million on the disposition of the "NHC Division."
- 6 -
<PAGE>
RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED TO
NINE MONTHS ENDED SEPTEMBER 30, 1994
Revenues from continuing operations for the first nine months ended September
30, 1995 were $71,577,000 compared to $68,358,000 for the nine months ended
September 30, 1994, an increase of 4.7%. The growth in Health Information
Services revenue is primarily due to internal growth, resulting in part to
increased utilization of our premium priced services for the first nine months
of 1995 compared to the first nine months of 1994.
The Company's direct cost of operations from continuing operations for the nine
months ended September 30, 1995 decreased to $54,334,000 or 75.9%, as a
percentage of revenues, compared to $52,183,000 or 76.3% for the same period in
1994. This improvement resulted from management action in 1994 which resulted
in the closing of nine (9) offices, and the elimination of certain contractor
revenue sources with less than acceptable margins.
Selling, general and administrative (SG&A) expenses increased slightly as a
percentage of revenues, to 19.6% from 19.5% for the first nine months of 1995
compared to the first nine months of 1994.
As a result of the foregoing, operating profit for the nine months ended
September 30, 1995, increased as a percentage of revenue to 4.5% from 4.1% as a
result of the above factors. Interest expense for the nine months ended
September 1995 was up $.6 million as a result of higher interest rates and
higher net borrowings. The increase in interest expense was partially offset by
the $.3 million increase in interest income. This increase is due primarily to a
deferred gain recognized on the partial payment of the fully reserved note
receivable resulting from the sale of our Direct Marketing operation in 1992.
Earning per share from continuing operations, for the nine months ended
September 1995 was $.19 per share versus $.19 per share for the nine months
ended September 1994. Average shares outstanding for the respective periods
were 6,705,552 and 6,708,011, respectively.
- 7 -
<PAGE>
FINANCIAL CONDITION
The Company's primary sources of cash are its bank credit facility and
internally generated funds. Due to the impact of the NHC transaction (as
defined below) on the Company's balance sheet, the Company has negotiated a
replacement financing agreement with its banks. The negotiated terms are
consistent with that of the current agreement. As of September 30, 1995, the
Company had total outstanding debt of $28.6 million, compared to $48.5 million
as of December 31, 1994 following the application of certain of the proceeds of
the NHC transaction.
The Company's current ratio, as of September 30, 1995 was 1.8 to 1. The Company
closed the first nine months of 1995 with $23.1 million in working capital.
Having completed the sale of the Nurse's House Call division and the acquisition
of the ASB Meditest business, the Company's business is now primarily health
information services. Historically, Health Information Services has experienced
lower accounts receivable days sales outstanding (DSO's) than that of the
Nurse's House Call business, which ranged between 115 and 125 DSO. At September
30, 1995 the accounts receivable from the Company's continuing operation was
$12.4 million with a DSO of approximately 47 days. The acquired Company's
accounts receivable was approximately $11.6 million with a DSO of 53 days. The
Company anticipates improving the acquired Company's DSO. Due to the
historically lower DSO of the Company's health information services business,
the Company expects to maintain a substantially lower overall DSO than its
historic level which included the Nurse's House Call healthcare business.
The NHC transaction called for a portion of the purchase price to be placed in
escrow until collections reduce the accounts receivables sold to Olsten to $15.0
million. The Company expects this will occur and, as required by its bank
agreement, will reduce its long term debt as money is released from escrow.
On October 6, 1995, the Company sold the drug screening business (projected
annualized revenue of approximately $6 million), acquired in the NHC
transaction, for $1.2 million. Cash in the amount of $.7 million and a one year
note for $.5 million have been received by the Company.
Inflation has not nor will it have a material impact on the Company results nor
have there been any material commitments for capital expenditures.
- 8 -
<PAGE>
PART II - OTHER INFORMATION
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's Special Meeting of Shareholders on September 29, 1995, the
shareholders (1) approved the sale, transfer and assignment of substantially all
of the assets and business of the Company's health care division (the "NHC
Division") to Olsten Corporation, in return for all of the outstanding stock of
American Service Bureau, Inc. an affiliate Company of Olsten, cash and other
consideration.
The chart below summarizes the number of votes cast for, against or withheld and
the number of broker non-votes with respect to the aforementioned transaction:
Votes Cast
------------------------------- Total
For Against Withheld Voted
--------- ------- -------- ---------
5,322,460 8,750 21,036 5,352,246
With respect to the above transaction, the total number of votes cast was
5,352,246, and there were 1,400,384 broker non-votes.
- 9 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
HOOPER HOLMES, INC.
Dated: November 14, 1995
/s/ James M. McNamee
BY: _______________________________________
James M. McNamee
President and
Chief Executive Officer
/s/ Fred Lash
BY: _______________________________________
Fred Lash
Senior Vice President
Chief Financial Officer &
Treasurer
- 10 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET OF HOOPER HOMES, INC. AND SUBSIDIARIES AS OF
SEPTEMBER 30, 1995 AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME AND CASH
FLOWS FOR THE PERIOD ENDED SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 1,864,392
<SECURITIES> 0
<RECEIVABLES> 27,365,152
<ALLOWANCES> 3,325,474
<INVENTORY> 0
<CURRENT-ASSETS> 53,024,855
<PP&E> 19,221,893
<DEPRECIATION> 6,806,541
<TOTAL-ASSETS> 94,747,566
<CURRENT-LIABILITIES> 29,910,244
<BONDS> 0
<COMMON> 269,777
0
0
<OTHER-SE> 32,807,185
<TOTAL-LIABILITY-AND-EQUITY> 33,076,962
<SALES> 71,577,324
<TOTAL-REVENUES> 71,577,324
<CGS> 54,334,181
<TOTAL-COSTS> 54,334,181
<OTHER-EXPENSES> 14,046,312
<LOSS-PROVISION> 97,650
<INTEREST-EXPENSE> 1,198,426
<INCOME-PRETAX> 2,267,623
<INCOME-TAX> 1,021,161
<INCOME-CONTINUING> 1,246,462
<DISCONTINUED> (14,377,932)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,131,470)
<EPS-PRIMARY> (1.95)
<EPS-DILUTED> 0
</TABLE>
