Hooper Holmes Inc. (fka HPHWQ)

[Mdragonpkf]

"In addition to approving the Transaction, the Sale Order adopted a distribution waterfall of the Sale Proceeds, which will govern
the Company’s use of the Sale Proceeds. Because the Sale Proceeds are insufficient to repay all of the Sellers’ secured and unsecured
debt obligations after making provision for the payment of administrative expenses in the Bankruptcy Proceeding, the approved
distribution waterfall does not provide for, and the Company does not expect, the payment of any amount to the Company’s
stockholders."

[Mdragonpkf]

Shareholders get $0/share with this deal due to outstanding debt

[DIVEROTC1]

Soooooo

[Hennypennyaz]

I have mine too...silly people who didnt read the documents...when someone discovers this they will freak!! We have a gem.

HPHWQ

[Oliverjack]

Seems that way I got my tickets :) did you load up?

[Hennypennyaz]

Crazy $27,000,000 to HPHWQ from Quest Diagnostics subsidiary? So that means when all is said and done Hooper is owned by a Nasdaq firm. Pretty good sell I would say.

[Oliverjack]

I love chapter 11!!!! Let's get these cheapies. Sorry for every one in this stock but know is the time to average down and wait for the jump. Use sdrl and bioa as example's how this is going to get fun!!

[Myth]

Item 1.03 Bankruptcy or Receivership.
On August 27, 2018, Hooper Holmes, Inc. (the “Company”) filed a voluntary petition (the “Bankruptcy Filing”) for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The case is being administered under the caption “In re: Hooper Holmes, Inc.” The Company will continue to operate its business as a debtor-in-possession under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the United States Bankruptcy Code (the “Bankruptcy Code”) and orders of the Bankruptcy Court.

https://www.sec.gov/Archives/edgar/data/741815/000074181518000060/bkfiling.htm

[Oliverjack]

Chapter 11 or chapter 7?

[ToldYaSo]

I posted more than once that another r/s was coming.

I really thought there would be another round of toxic financing. Guess someone on the board laid down the law.

glta!

****************************************************************
just my opinions, of course

[Myth]

I was wrong about this pos, I really thought they would pull another r/s before BK !!

[Myth]

makes perfect sense to me.....

why hold on to a pos like this ?

thanks !

[downthehatch]

If I own a stock and I'm unhappy with it, I sell it.....

but that's me...

I don't concern myself with other peoples investments, but thanks anyway !

[LonesomeGeorge]

Smokin'!!!!!!!!!!!!!!!!....

...pile of fetid goat-custards covered with maggots. What ever persuaded me to lend my hard-earned cash to these incompetent crooks I'll never know.

[TenKay]

HPHW Bankruptcy

http://otce.finra.org/DailyList

[Myth]

This was a train wreck just waiting to happen.....

The clowns running this circus should be behind bars....

[ToldYaSo]

Yep--100 year old company flushed down the drain.

It's just too bad that they bought that other company around a year ago, and now their employees are going through this too. Hooper had NO business buying that company.

Just hope that no one got hurt too bad here!

glta!
****************************************************************
just my opinions, of course!

[willlbone]

voluntary petition (the “Bankruptcy Filing”) for relief under Chapter 11

[ToldYaSo]

Another round of toxic financing....looking for r/s announcement any day; will have to....this has gone from looking bad to questionably tenable.

Spiraling down the drain, and the drain hole just got bigger....

glta

**************************************************************
just my opinions, of course!

[ToldYaSo]

3 cents a share....no defending this

[Myth]

Didn't they hire Houdini to turn this pos around ?

Maybe another r/s will do the trick....

[Myth]

what a pile of worthless dung......

yeah, the r/s was the hot ticket !

[Myth]

Pooper Holmes....

where good money comes to die......

[Myth]

Not even close, shareholder long term losses are increasing, and have been...

and I agree, DD is a great thing....

buy a pos, get a pos.....period !

[downthehatch]

Actually, that is not correct.
While there have been losses, the losses have been declining, not rising.

DD is a great thing!

[Myth]

so have the losses.....

lol...

[Myth]

lol......same thing was said three years ago.....

then the future was bleak, and now 3 yrs later it's even worse.

who cares about the past 3 years?

[downthehatch]

I thought investing was about what happens in the future-- who cares about the past 3 years?

[Myth]

And where has the share price gone in those 3 years ?

Revenue doesn't mean shit with a money burner like this....when's the next reverse split ?

[downthehatch]

Revenue has been growing for three years straight, continuing into Q1 2018.

That's a fact.

[Myth]

lol.....bumpy ride ?

Train wreck is more like it......

[Myth]

The fact that this pos is 100 yrs old tells me one thing...

it's an OLD pos......if they had a heart they would put it out of it's misery...

LMAO !!

That's for a 100 year old company, in the health care sector, with annual revenues last year of 56 million, and growing!

Nothing is growing here but future tax loss deductions...

[ToldYaSo]

.... if you can hang on for what might be a bumpy ride.

stock price has cratered......gone through a reverse split to get back over $1......cratered again......company has apparently become involved in toxic financing to generate cash flow......

if the bumpy ride is yet to come I feel sorry for any shareholders left!

glta!

*******************************************************************
just my opinions, of course!

[downthehatch]

At this price, the entire company is valued at less than $2 million.
That's for a 100 year old company, in the health care sector, with annual revenues last year of 56 million, and growing!

They have struggled to attain profitable operations, but they are in a great business-- delivering health care services to businesses as an employee benefit. And they are able to deliver the service nationwide.

I think the market has over-reacted to the appointment of the restructuring officer. This company is worth much more than the current price reflects, but there is uncertainty, and that is clearly depressing the price, and the willingness to buy shares here.

The restructuring officer, James Fleet, has a pretty good record of turning companies around, and avoiding bankruptcy. I think there is little chance of that, with him at the helm. (James Fleet bio)

I strongly believe that buys at this price will be rewarded, if you can hang on for what might be a bumpy ride.

[Myth]

Why not, the last merger failed....

[Btraded]

Exactly, third paragraph from the bottom,
"Merger" possible.....

[Myth]

Can't get blood from a stone, or in this case a turd....

Most believe that they will get every penny they are owed, one way or another.

Terms ?

this is pathetic...

The Company incurred a loss from continuing operations before income tax expense of $5.2 million for the three months ended March 31, 2018.

[Myth]

Hooper is a money burning pos.....period.

[Dart363]

I guess you FORGOT TO MENTION SMK NOT ONLY RECENTLY loosened their aggressive attempt to receive loan payments THEY TOPPED IT OFF BY LOANING THEM 5 MILLION more.

[Myth]

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


•

The Company had a working capital deficit of $31.5 million with $0.5 million in cash and cash equivalents at March 31, 2018. The Company had $13.6 million of payables at March 31, 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 certain 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 March 31, 2018, over 60% 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 three months ended March 31, 2018, was $5.1 million. The Company’s current forecast does not indicate positive 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 $5.2 million for the three months ended March 31, 2018.


•

The Company had $4.9 million of outstanding borrowings under the 2016 Credit and Security Agreement with CNH, with unused borrowing capacity of $0.2 million, as of March 31, 2018. As of April 30, 2018, the Company had $5.6 million of outstanding borrowings and $0.3 million of unused borrowing capacity. Any borrowings on the unused borrowing capacity are at the discretion of CNH.


•

The Company owed $8.3 million at March 31, 2018, under the Term Loans with SWK, which was used to fund the Merger and working capital. In addition, the Company owed $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.


•

The maturity date of the August 2017 Term Loan, which comprised $1.8 million of the $8.3 million balance owed under the Term Loan with SWK, was extended to April 30, 2018. As required by the Third Amendment, which provided for the April 30, 2018 extension, and on February 1, 2018, the Company repaid $250,000 of the principal balance on the August 2017 Term Loan. The extension also required a second payment of $250,000 in March and the remaining balance due on April 30, 2018, neither of which was repaid. As a result of missing these payments, the Company was in default of that agreement. Due to the cross-default clause with CNH, the Company was also in default on its 2016 Credit and Security Agreement. On May 10, 2018, the Company signed the Fourth Amendment, which provided a forbearance period that runs through June 1, 2018 with respect to the Company’s outstanding payment and covenant defaults under the A&R Credit Agreement. This Amendment includes new covenants with which the Company must comply. Under this Fourth Amendment, SWK has agreed to lend an additional $1.5 million (the “May 2018 Term Loan”). All principal and accrued interest on the May 2018 Term Loan and the August 2017 Term Loan will be due and payable on June 1, 2018. As a result of the cross-default, the Company also entered into the Forbearance Agreement through June 1, 2018 with CNH with respect to defaults under the 2016 Credit and Security Agreement. If the Company is unable to negotiate forbearance agreements beyond June 1, 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.

10




•

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 March 31, 2018 but which are subject to the forbearance under the Fourth Amendment and the Forbearance Agreement. The Fourth Amendment with SWK contains additional covenants with which the Company must comply.


•

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.


•

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 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.

https://www.sec.gov/Archives/edgar/data/741815/000074181518000046/hphw_q1x2018.htm

[Myth]

Item 1.01

Entry into a Material Definitive Agreement.
On June 1, 2018, Hooper Holmes, Inc. (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 Funding LLC (“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:

•

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 $5,017,000 (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.
On June 1, 2018, the Company entered into a Forbearance Agreement and Amendment to Credit and Security Agreement (the “CNH Forbearance Agreement”) with CNH Finance Fund I, L.P. f/k/a SCM Specialty Finance Opportunities Fund, L.P. (“CNH”). Pursuant to the CNH Forbearance Agreement, CNH has provided a forbearance agreement through August 31, 2018, with respect to the Company’s outstanding covenant defaults under the 2016 Credit and Security Agreement dated as of April 29, 2016 with CNH (the “CNH Credit Agreement”) subject to the same covenants as set forth above with respect to the Fifth Amendment. CNH has also agreed to allow the Company to continue to use an existing $250,000 overadvance under the CNH Credit Agreement until August 28, 2018.

https://backend.otcmarkets.com/otcapi/company/sec-filings/12795419/content/html

[Myth]

never happen.....this ship is sinking...

[Btraded]

Has the potential to go up to the RS price.....then who knows what will happen?

[Btraded]

It is obvious that after the reverse split HH/Provant's stock was heavily shorted with no waste of time and no waste of effort.
HH/Provant has future new merger written all over it. Possible HUGE upside here especially if the new Company is not already listed on any market(s). Of course this involves debt or there would be no need for a another merger. When you've been around since 1899, yes that's 1899 (not 1999) as Hooper Holmes has, you at least have something that most stocks trading at a dime don't have. A name if nothing else..... The symbol may change later but "hopefully" this ship will get turned around and the new Company will acknowledge the current shareholders who are on record now. I understand this will get a lot of people stirred up, When I bought my first shares the symbol was HH.......it was 15.00 a share.

[ToldYaSo]

I don't believe that for one second....

really? you don't believe that a broker would advise a client to put all his money into a sub .10 cent stock? haha!

guess some bag holders have a new home here now....kinda sad to be holding bags on a sub .10 cent stock though....always a p&d going on somewhere.....

how long till the next r/s?

glta

************************************************************
just my opinions, of course!

[Dart363]

Meissner23 I got a alert text on this also this past Wednesday and got in I’m up 105%
I was in this a few months ago around .50 this price is like free shares.

[Myth]

I don't believe that for one second....

[Meissner 23]

Not sure what's up with this but my broker called me and told me to put all the cash I have in this , I guess this thing is about to fly !

[Dart363]

We should continue the upward trend. Even a idiot can see where this is headed I predict .20 by end of next week or earlier

[TradingGems]

HPHW I don't know who has been loading up these shares aggressively. Every time I've tried to jump a bid I get jumped and it runs away Anyone know anything? Who is buying these shares like this? From the DD I understand why but why are they acting like they are about to miss out? 10s were cleared 11s were cleared 12s were SMACKED. I think we are onto something folks