World News: 20:15 GMT Monday 20th March 2017. [Hooper Holmes, Inc. via Globe Newswire via SPi World News]
OLATHE, Kan., March 20, 2017 (GLOBE NEWSWIRE) -- Hooper Holmes Inc. (NYSE:HH) has filed its Annual Report on Form 10-K for the year ended December 31, 2016, and Form S-4 related to the Company's proposed merger with Provant Health Solutions LLC, with the Securities and Exchange Commission (“SEC”).
As reported in the Company's Annual Report, Hooper’s adjusted EBITDA for the 2016 fourth quarter improved by 65% compared to the same period in 2015. For the full year 2016, the Company’s adjusted EBITDA was negative $3.1 million, reflecting an improvement of $1.2 million, or 28% from the prior year.
"We believe continued improvements in our adjusted EBITDA demonstrate the benefits of driving to scale, which we anticipate will accelerate upon completion of our merger with Provant. Further, our clients have reacted positively to the merger announcement. We are enthusiastic about our prospects as a combined company, with scale, growth and synergies expected to significantly improve operating cash flow," said Henry E. Dubois, President and CEO of Hooper Holmes.
On March 8, 2017, the Company announced an agreement to combine with Provant Health Solutions LLC in an all-stock transaction which will create one of the largest, pure-play health and wellness companies in the United States.
Since announcing the pending merger with Provant, Hooper Holmes has filed a Form S-4 proxy statement for review by the SEC in preparation for a special shareholders' meeting to approve the merger. In this filing, the Company reported that, on a pro-forma basis as if combined, 2016 revenues for the two companies were $67 million, net of gift-card pass-through revenue.
Once the Form S-4 has been reviewed by the SEC and becomes effective, the Company anticipates closing the merger at the end of April or in early May 2017, pursuant to the approval of Hooper Holmes’ shareholders.
Financing to support the merger transaction and provide working capital has been arranged from SWK Holdings, a specialized finance company focused on the healthcare sector, through a $6.5 million, five-year term loan at LIBOR plus 12.5%, a reduction of 150 basis points from Hooper's current term facility. The Company has also expanded its current asset-based credit facility from $7 million to $10 million with an accordion to $15 million during high-volume months. Both of Hooper’s current lenders are participating in this transaction and are providing sufficient working capital to support integration and growth.
The Company’s audit opinion in the Form 10-K for the year ended December 31, 2016, included a going concern clarifying statement as it did in 2015. The Company will continue to monitor its liquidity carefully and work to reduce this uncertainty.
Copies of the Annual Report on Form 10-K and the Form S-4 are available to be viewed or downloaded at .
Hooper Holmes mobilizes a national network of health professionals to provide on-site health screenings, laboratory testing, risk assessment and sample collection services to wellness and disease management companies, employers and brokers, government organizations and academic institutions nationwide. Under the Accountable Health Solutions brand, the Company combines smart technology, healthcare and behavior change expertise to offer comprehensive health and wellness programs that improve health, increase efficiencies and reduce healthcare delivery costs.
Provant is a leader of comprehensive workplace well-being solutions in North America, with a growing global presence. Founded in 2001, Provant partners with employers to improve employee health and productivity while supporting healthcare cost management. Through a network of 13,000+ health professionals, Provant touches millions of lives by delivering customized well-being strategies and services on-site, telephonically and digitally utilizing advanced data management. Provant is a privately held company headquartered in East Greenwich, Rhode Island.
For further information:
Henry E. Dubois
President and CEO
Investors: Andrew Berger
S.M. Berger & Company
Investors: Scott Gordon
Globe Newswire: 20:15 GMT Monday 20th March 2017
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