8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (earliest event reported): November 9, 2017

Hooper Holmes, Inc.

(Exact name of registrant as specified in charter)

New York	001-09972	22-1659359
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

560 N. Rogers Road, Olathe, Kansas 66062
(Address of principal executive offices) (Zip Code)

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

N/A

(Former names or former address, if changed since last report)

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 (see General Instruction A.2. below):

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

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

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

¨ Pre-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 November 9, 2017, the Company issued a press release announcing its preliminary operating results and financial condition for the quarter ended September 30, 2017. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference. The presentation discussed during the third quarter investor call on November 10, 2017, is attached as Exhibit 99.2, which is also incorporated herein by reference. The information furnished in this section of the Current Report on Form 8-K and Exhibits attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01     Regulation FD Disclosure.

The disclosure set forth above in Item 2.02 of this Current Report is hereby incorporated by reference into this Item 7.01.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release announcing preliminary earnings, November 9, 2017.
99.2	Presentation used during the investor conference call on November 9, 2017.

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 hereunto duly authorized.

Dated: November 9, 2017	HOOPER HOLMES, INC.
	By:	/s/ Steven R. Balthazor
		Steven R. Balthazor
		Chief Financial Officer

EX-99.1

News Release

Hooper Holmes AnnouncesThird Quarter 2017 Financial Results

OLATHE, Kan., November 9, 2017 -- Hooper Holmes, Inc. (OTCQX: HPHW) today announced third quarter 2017 financial results.

"Third quarter revenue represents a 44 percent improvement compared to the third quarter of 2016, reflecting the benefits of our merger with Provant Health Solutions. Year-to-date we have implemented over $7 million in annualized synergy savings from the merger. During the third quarter our year-to-date, annualized new sales increased to $14 million on a run-rate basis, reflecting continued demand for our services," commented Henry Dubois, Chief Executive Officer of Hooper Holmes.

"We are experiencing an exceptionally strong busy season and expect positive adjusted EBITDA of approximately $4 million in the fourth quarter as we recognize merger synergy cost savings. Although our third quarter revenue increased on a year-over-year basis, the recent hurricanes, wildfires and other factors negatively affected our results. Given this shortfall, we are prudently adjusting our revenue guidance to a range of $51 to $54 million for the last nine months of 2017, reflecting our expectation of between $26 and $29 million in fourth quarter revenue. We project break-even adjusted EBITDA for the last nine months of 2017, and we continue to project over $5 million in adjusted EBITDA for the full year 2018,” continued Mr. Dubois.

Hooper Holmes’ revenues totaled $14 million for the third quarter of 2017, an increase of 58 percent comparedto the second quarter of 2017. Adjusted EBITDA for the third quarter 2017 was a loss of $1.5 million, a sequential improvement of 32 percent compared to a loss of $2.2 million in the second quarter of 2017.

Conference Call

The Company will host a conference call today, Thursday, November 9, 2017, at 7:30 a.m. CT (8:30 a.m. ET) to discuss its third quarter 2017 financial results. A slide presentation will accompany the conference call and is available on the Company’s website located at www.hooperholmes.com.

To participate in the conference call, please dial 888-394-8218, or internationally 323-701-0225, conference ID: 7881712, five to ten minutes before the call is scheduled to begin. A live webcast will be hosted on the Company's website located at www.hooperholmes.com. A replay of the conference call will be available through November 16, 2017, by dialing 844-512-2921, or internationally 412-317-6671. The access code for the replay is 7881712.

Hooper Holmes Confidential

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Company Profile

Hooper Holmes, Inc. is a leader in workplace wellness and clinical research support services. The Company 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. Provant, a wholly-owned subsidiary of Hooper Holmes, Inc., is a leader in comprehensive workplace well-being solutions with a growing, global presence. Provant partners with employers and brokers to improve member health and productivity and support healthcare cost management. Provant touches millions of lives by delivering customized well-being strategies and services on-site, telephonically and digitally, utilizing advanced data management technology.

For further information:

Hooper Holmes

Henry E. Dubois

CEO

(913) 764-1045

Investors: Andrew Berger

S.M. Berger & Company

(216) 464-6400

Investors: Scott Gordon

CORE IR

(516) 222-2560

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intends," "plan," and "will" or, in each case, their negative, and other variations or comparable terminology.  These forward-looking statements include all statements other than historical facts.   Any forward-looking statement made in this press release is not a guarantee of future performance, and actual results may differ materially from those expressed in or suggested by the forward-looking statements, as a result of various factors, including, without limitation the factors discussed in the “Risk Factors” section of the company’s Annual Report on Form 10-K for the year ended December 31, 2016, as the same may be updated from time-to-time in subsequent filings with the Securities and Exchange Commission. Any forward-looking statement made in this press release speaks only as of the date hereof, and the Company has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws. In addition, this press release uses the non-GAAP performance measure Adjusted EBITDA.  You can find a reconciliation of such measures to their nearest GAAP equivalent in the Company’s earnings release, which is available on our website.

Hooper Holmes Confidential

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Hooper Holmes Confidential

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Hooper Holmes Confidential

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Hooper Holmes Confidential

EX-99.2

(OTCQX: HPHW) Q3 Earnings Results Presentation Speakers: Henry Dubois, Chief Executive Officer Steven Balthazor, Chief Financial Officer Mark Clermont, President November 9th, 2017 (OTCQX: HPHW)

Safe Harbor 2 Special Note Regarding Forward-Looking Statements This presentation contains forward-looking statements, as such 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 presentation reflect our current beliefs and expectations. Actual results or performance may differ materially from what is expressed in the forward looking statements. Among the important factors that could cause actual results to differ materially from those expressed in, or implied by, the forward- looking statements contained in this presentation are our ability to realize the expected synergies and other benefits from the merger with Provant Health Solutions; our ability to successfully implement our business strategy and integrate 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, 2016. The Company undertakes no 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 presentation, except as required by law. This presentation contains information from third- party sources, including data from studies conducted by others and market data and industry forecasts obtained from industry publications. Although the Company believes that such information is reliable, the Company has not independently verified any of this information and the Company does not guarantee the accuracy or completeness of this information. Any references to documents not included in the presentation itself are qualified by the full text and content of those documents. During our prepared comments or responses to your questions, we may offer incremental metrics to provide greater insight into the dynamics of our business or our quarterly results, such as references to EBITDA and adjusted EBITDA, and other measures of financial performance. Please be advised that this additional detail may be one-time in nature and we may or may not provide an update in the future. These and other financial measures may also have been prepared on a non-GAAP basis.

3 Highlights Strong Channel Partner and End Customer Support  Merger resonates with marketplace  $ 14 million in annualized new sales on a run rate basis Busy Season driving results  Q3 Revenue: $ 14.0 million  Q3 EBITDA: ($ 1.5 million) included duplicate operational costs that will be eliminated once integration complete Q4 and 2018 guidance  $ 26 - 29 million revenue for Q4 2017  ~$ 4 million adjusted Q4 2017 EBITDA  $ 5 million adjusted EBITDA for 2018 Merger Synergies Ahead of Plan  $ 7.1 million in annualized mergers synergies already achieved

4 Q3 Results  Strong Q3 revenues of $ 14.0 million  44% revenue improvement compared to Q3 2016  24% gross profit improvement compared to Q3 2016 Revenue ($mm) Gross Profit ($mm) +24% +44%

5 Synergies Implementation of Synergies  Synergy projects ahead of schedule  Target: $ 7.0 million in annualized synergies  $ 7.1 million already achieved  Potential for additional savings based on initiatives in progress $ 7.1 million Annualized Synergy Savings already achieved $ 7.1 mm $ 7.0 mm 1.0$ 2.0$ 3.0$ 4.0$ 5.0$ 6.0$ 7.0$ Annual run rate Synergies Implemented

Market and Competitive Landscape Employers Channel Partners $1.8b $7.4b Total Addressable Market Buyers 20% Mid-size private businesses 40% Large corp. Clinical Research 17% Public sector 13% Small business 10% Nonprofit ► Bio/Pharma ► Research Universities, e.g.: › University of Michigan › Add Health / UNC Carolina Population Center ► Clinical Research Organizations, e.g. Westat 6

7 New Annualized Sales Key New Direct Customers • Hospital chains (2) • National assisted living facility company • Big 4 accounting firm • National retail consumer product brand New Clinical Research Project • UNC longitudinal health study $ 11.9 $ 14.1

8 Conclusions and Outlook • On track to deliver record number of screenings / flu shots • Exceeded forecasted synergy savings • Integration moving forward and progressing per plan 2017 Outlook • Solid customer base and revenue growth • Increased operating capabilities • Leverageable cost structure Road Map to Success Targets ~$ 4 million adjusted EBITDA for Q4 2017 $ 7.0 million annualized synergy savings $ 5 + million adjusted EBITDA for 2018 $ 26 – $ 29 million revenue for Q4 2017