8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 17, 2017 (March 17, 2017)

Date of Report (Date of Earliest Event Reported)

Harte Hanks, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-7120	74-1677284
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9601 McAllister Freeway, Suite 610

San Antonio, Texas  78216

(210) 829-9000

(Address of principal executive offices and Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.Results of Operations and Financial Condition.

On March 17, 2017, Harte Hanks, Inc. (the “Company”) filed a notification of late filing on Form 12b-25 (the “Form 12b-25”) with the Securities and Exchange Commission containing selected estimated preliminary financial results for the year ended December 31, 2016.  The portion of the Form 12b-25 containing such estimated preliminary financial results is furnished as Exhibit 99.1 hereto.

Item 7.01.Regulation FD Disclosure.

On March 17, 2017, the Company announced (1) a delay in the release of the Company’s fourth quarter and fiscal year 2016 financial results and in the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and (2) that the Company filed with the Securities and Exchange Commission, immediately prior to the filing of this Form 8-K, the Form 12b-25. The full text of the press release issued in connection with the announcement is furnished herewith as Exhibit 99.2.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished herewith:

Exhibit Number	Exhibit Title
99.1	Portion of Form 12b-25 of Harte Hanks, Inc.
99.2	March 17, 2017 Press Release of Harte Hanks, Inc.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Harte Hanks, Inc.
Dated: March 17, 2017
By:	Robert L. R. Munden
	Executive Vice President,
	General Counsel & Secretary

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EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	Portion of Form 12b-25 of Harte Hanks, Inc.
99.2	March 17, 2017 Press Release of Harte Hanks, Inc.

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EX-99.1

Exhibit 99.1

Portion of Form 12b-25 of Harte Hanks, Inc.

Based on current information and analysis, the Company estimates it will report:

·operating revenues from continuing operations of between $400 - $405 million for the year ended December 31, 2016, as compared to operating revenues of $444.2 million for the year ended December 31, 2015; and

·a net loss of between $60.0 - $65.0 million for the year ended December 31, 2016, as compared to a net loss of $170.9 million for the year ended December 31, 2015.

The primary factors contributing to the decline in operating revenues from continuing operation were (i) reduced mail volumes, (ii) client attrition, and (iii) the 2015 sale of our B2B research business, which factors were partially offset by revenue from the consulting practice the Company acquired in March 2016.  The primary factors contributing to the net loss were (a) losses from discontinued operations related to the sale of our Trillium business, (b) decreased revenue from reduced mail volumes, and (c) increased labor costs (including increased severance costs and non-recurring database development labor expense), which factors were partially offset by a decrease in production and distribution costs (in turn driven by decreased fuel and freight costs and outsourced costs from decreased volumes). The year over year anticipated decrease in net loss is primarily due to the size of the impairment loss related to goodwill recorded in 2015.

The Company anticipates that its 2016 full year results, and the net loss discussed above, could be further impacted by several items, including (a) a potential non-cash charge for impairment of goodwill, and (b) based on completion of the audit, final working capital adjustments, and potential adjustments to the loss on sale of discontinued operations the Company recognized from the sale of our Trillium business.

The financial information set forth herein consists of unaudited results, based upon the Company’s estimates and subject to completion of the Company’s evaluation of the matters described under Part III above.  Moreover, this data has been prepared on the basis of currently available information and will not be final until the Company files its audited financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2016. The Company’s independent registered public accounting firm has not audited or reviewed, and does not express an opinion with respect to, this data. This data does not constitute a comprehensive statement of the Company’s financial results for the year ended December 31, 2016, and the Company’s final numbers for this data may differ materially from these estimates.

Special Note Regarding Forward-Looking Statements

This Form 12b-25 contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the Company’s anticipated results of operations, the Company’s intention to file its Form 10-K on or before the fifteenth day following its prescribed due date (the “extension deadline”) and the completion of matters necessary to permit filing by the extension deadline. There can be no assurance that these forward-looking statements will be achieved, and actual results could differ materially from those suggested by such forward-looking statements.

EX-99.2

Exhibit 99.2

NEWS RELEASE

FOR IMMEDIATE RELEASE

March 17, 2017

Media and Investor Contact:

C. Scott Hamilton

Public & Investor Relations

(303) 214 - 5563

scott.hamilton@hartehanks.com

HARTE HANKS ANNOUNCES DELAY IN FINANCIAL REPORT FILING

San Antonio, TX - Harte Hanks (NYSE: HHS), a leader in customer relationships, experiences and interaction-led marketing, today announced that its release of earnings for the fourth quarter of, and full year 2016 has been delayed, and that its annual report on Form 10-K (“Annual Report”) for its fiscal year ended December 31, 2016, will not be timely filed.  The company filed today with the Securities and Exchange Commission the notification of late filing on Form 10b-25.

The company’s delay in announcing 2016 results and filing the Annual Report is in part due to the additional time the company requires to complete the preparation of its financial statements for the year ended December 31, 2016.  The company was delayed in completing the closing of its accounting books for the fiscal year ended December 31, 2016 primarily due to (i) unexpected complications required to account for the sale of its Trillium business (and calculate the tax therefor), which sale was completed on December 23, 2016, (ii) delays and complications in performing its annual goodwill impairment analysis, and (iii) additional time-consuming review, testing and evaluation related to potential material weaknesses in internal controls.  These factors combined to result in a delay in the completion of the company’s preparation of financial statements and audit thereon, and consequently the company’s filing of the Annual Report.  The company

anticipates being able to announce fourth quarter and full year of 2016 results, and file its Annual Report, towards the end of April.

Although the Trillium transaction complicated and delayed its Annual Report, the sale of Trillium was crucial to refocusing the company on becoming the leading customer engagement agency, while also allowing it to retire its debt facility.  Likewise, the in-depth review of internal controls should result in improved processes that will benefit the company’s operations.

Commenting on the situation, Chief Executive Officer Karen Puckett said, “We continue to make progress on our revenue stability efforts around client expansion and new client additions, and in the fourth quarter, we expect to reduce our rate of revenue decline and see improving profitability from continuing operations.  We are encouraged that the strategic changes we are making to the business are taking hold.”

About Harte Hanks:

Harte Hanks is a global marketing services firm specializing in multi-channel marketing solutions that connect our clients with their customers in powerful ways.  Experts in defining, executing and optimizing the customer journey, Harte Hanks offers end-to-end marketing services including consulting, strategic assessment, data, analytics, digital, social, mobile, print, direct mail and contact center. From visionary thinking to tactical execution, Harte Hanks delivers smarter customer interactions for some of the world’s leading brands. Harte Hanks 5,000+ employees are located in North America, Asia-Pacific and Europe. For more information, visit Harte Hanks at www.hartehanks.com, call 800-456-9748, email us at pr@hartehanks.com.  Follow us on Twitter @hartehanks or Facebook at https://www.facebook.com/HarteHanks.

As used herein, “Harte Hanks” refers to Harte Hanks, Inc.  and/or its applicable operating subsidiaries, as the context may require.  Harte Hanks’ logo and name are trademarks of Harte Hanks.

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Note Regarding Forward-looking Statements

Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are predictions based on expectations and projections about future events, and are not statements of historical fact. You can identify forward-looking statements by the use of forward-looking terminology such as “plan”, “continue”, “expect”, “anticipate”, “intend”, “predict”, “project”, “estimate”, “likely”, “believe”, “might”, “seek”, “may”, “remain”, “potential”, “can”, “should”, “could”, “future” and similar expressions, or the negative of those expressions. These forward-looking statements include the Company’s beliefs or expectations relating to the filing of the Form 10-K and the expected timing of its earnings release.  Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results to be materially different from any future results expressed or implied by such forward-looking statements. Such factors include a material delay in the Company’s financial reporting.  All forward-looking statements are based on information available to the Company as of the date of this press release, and the Company assumes no obligation to update such statements.

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