hrth-20260630

0000045919--12-31false2026Q2P1Y



(1) This amount is comprised of the below balances:

Cash and cash equivalents	$	5,185	4,680

Restricted cash	3		$	77

0	$	5,188	$	4,757

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-07120

HARTE HANKS, INC.

(Exact name of registrant as specified in its charter)


Delaware	1 Executive Drive, Chelmsford, MA 01824	74-1677284
(State or other jurisdiction of	(Address of principal executive offices,	(I.R.S. Employer
incorporation or organization)	including zip code)	Identification Number)

(512) 434-1100

(Registrant’s telephone number including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	HHS	NASDAQ

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 o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The number of shares outstanding of the issuer’s common stock as of July 31, 2026 was 7,454,240 shares.

Table of Contents

HARTE HANKS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

FORM 10-Q REPORT

For the Quarterly Period Ended June 30, 2026


PART 1. FINANCIAL INFORMATION			3
Item 1. Condensed Consolidated Financial Statements			3
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)			4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)			5
Condensed Consolidated Statements of Cash Flows (Unaudited)			6
Notes to Condensed Consolidated Financial Statements (Unaudited)			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3. Quantitative and Qualitative Disclosures About Market Risk			26
Item 4. Controls and Procedures			26
PART II. OTHER INFORMATION			27
Item 1. Legal Proceedings			27
Item 1a. Risk Factors			27
Risks Related to the Proposed Acquisition with Star Equity			27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			28
Item 3. Defaults Upon Senior Securities			28
Item 4. Mine Safety Disclosures			29
Item 5. Other Information			29
Item 6. Exhibits			29

Table of Contents

PART 1. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Harte Hanks, Inc. and Subsidiaries Condensed Consolidated Balance Sheets


In thousands, except shares and per share amounts	June 30, 2026		December 31, 2025
ASSETS	(unaudited)
Current assets
Cash and cash equivalents and restricted cash	$	5,188	$	5,587
Accounts receivable (less allowance for doubtful accounts of $169 and $22 at June 30, 2026 and December 31, 2025, respectively)	27,431		27,841
Unbilled accounts receivable and contract assets	7,971		7,049

Prepaid expenses	1,537		2,363
Prepaid income taxes and income tax receivable	1,431		1,431
Other current assets	1,798		2,046
Total current assets	45,356		46,317
Property, plant and equipment, net	6,866		8,386
Operating and Financing lease right-of-use assets	18,597		19,854

Other assets
Intangible assets, net	273		370
Goodwill	295		295
Deferred tax assets, net	15,982		16,040
Other long-term assets	690		564
Total other assets	17,240		17,269
Total assets	$	88,059	$	91,826
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	13,238	$	13,096
Accrued expenses	6,561		5,915
Accrued payroll and related expenses	3,165		2,749
Short-term debt	3,000		—
Deferred revenue and customer advances	2,552		813
Customer postage and program deposits	693		868
Other current liabilities	1,659		3,180
Current portion of lease liabilities	4,003		3,543
Total current liabilities	34,871		30,164
Pension liabilities - Qualified plans	3,390		4,106
Pension liabilities - Nonqualified plan	16,525		16,995
Long-term lease liabilities, net of current portion	17,035		18,861
Other long-term liabilities	888		1,174
Total liabilities	72,709		71,300
Stockholders’ equity
Common stock, $1 par value, 25,000,000 shares authorized; 12,221,484 shares issued, 7,454,240 and 7,414,794 shares outstanding at June 30, 2026 and December 31, 2025, respectively	12,221		12,221
Additional paid-in capital	99,393		109,558
Retained earnings	808,181		813,812
Less treasury stock, 4,767,244 shares at cost at June 30, 2026 and 4,806,690 shares at cost at December 31, 2025	(889,526)		(900,085)
Accumulated other comprehensive loss	(14,919)		(14,980)
Total stockholders’ equity	15,350		20,526
Total liabilities and stockholders’ equity	$	88,059	$	91,826
See Accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

Harte Hanks, Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Loss (Unaudited)


	Three months ended June 30,				Six months ended June 30,
In thousands, except per share amounts	2026		2025		2026		2025
Revenue	$	37,984	$	38,631	$	75,248	$	80,192
Operating expenses
Labor	19,898		19,445		39,708		39,244
Production and distribution	12,482		12,400		23,821		26,457
Advertising, selling, general and administrative	8,785		5,538		14,426		11,382
Restructuring expenses	187		149		347		987
Depreciation and amortization expense	1,122		1,065		2,204		2,128
Total operating expenses	42,474		38,597		80,506		80,198
Operating (loss) income	(4,490)		34		(5,258)		(6)

Other expenses, net
Interest expense, net	90		61		159		114
Other expenses, net	303		386		464		900
Total other expenses, net	393		447		623		1,014
Loss before income taxes	(4,883)		(413)		(5,881)		(1,020)
Income tax provision (benefit)	120		(78)		(250)		(293)
Net loss	(5,003)		(335)		(5,631)		(727)

Loss per common share
Basic and diluted	$	(0.67)	$	(0.05)	$	(0.76)	$	(0.10)


Weighted average shares used to compute loss per share
Basic and diluted	7,431		7,382		7,423		7,371


Comprehensive loss, net of tax:
Net loss	$	(5,003)	$	(335)	$	(5,631)	$	(727)

Adjustment to pension liability, net	307		44		380		209
Foreign currency translation adjustment	(242)		73		(319)		109
Total other comprehensive income, net of tax	$	65	$	117	$	61	$	318

Comprehensive loss	$	(4,938)	$	(218)	$	(5,570)	$	(409)

See Accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

Harte Hanks, Inc. and Subsidiaries Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)


In thousands	Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance at December 31, 2025	$	12,221	$	109,558	$	813,812	$	(900,085)	$	(14,980)	$	20,526
Stock-based compensation	—		218		—		—		—		218
Vesting of RSUs	—		(1,560)		—		1,551		—		(9)
Net loss	—		—		(628)		—		—		(628)
Other comprehensive loss	—		—		—		—		(4)		(4)
Balance at March 31, 2026	$	12,221	$	108,216	$	813,184	$	(898,534)	$	(14,984)	$	20,103
Stock-based compensation	—		221		—		—		—		221
Vesting of RSUs	—		(9,044)		—		9,008		—		(36)

Net loss	—		—		(5,003)		—		—		(5,003)
Other comprehensive income	—		—		—		—		65		65
Balance at June 30, 2026	$	12,221	$	99,393	$	808,181	$	(889,526)	$	(14,919)	$	15,350


In thousands	Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance at December 31, 2024	$	12,221	$	124,194	$	814,623	$	(915,752)	$	(13,597)	$	21,689
Stock-based compensation	—		(49)		—		—		—		(49)
Vesting of RSUs	—		(2,353)		—		2,325		—		(28)
Net loss	—		—		(392)		—		—		(392)
Other comprehensive income	—		—		—		—		201		201
Balance at March 31, 2025	$	12,221	$	121,792	$	814,231	$	(913,427)	$	(13,396)	$	21,421
Stock-based compensation	—		220		—		—		—		220
Vesting of RSUs	—		(11,006)		—		10,985		—		(21)
Recovery of short swing profits, net of tax	—		838		—		—		—		838
Net loss	—		—		(335)		—		—		(335)
Other comprehensive income	—		—		—		—		117		117
Balance at June 30, 2025	$	12,221	$	111,844	$	813,896	$	(902,442)	$	(13,279)	$	22,240

See Accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

Harte Hanks, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited)


	Six Months Ended June 30,
In thousands	2026			2025
Cash Flows from Operating Activities
Net loss	$	(5,631)		$	(727)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	2,204			2,128
Stock-based compensation	439			171
Net pension (payment) cost	(957)			(1,079)
Deferred income taxes	(58)			(51)
Changes in assets and liabilities:
Accounts receivable and contract assets	(512)			(769)
Prepaid expenses, income tax receivable and other current assets	1,007			(536)
Accounts payable and accrued expenses	757			(3,623)
Deferred revenue and customer advances	1,739			222
Customer postage and program deposits	(175)			(184)
Other accrued expenses and liabilities	(1,460)			(1,220)
Net cash used in operating activities	(2,647)			(5,668)

Cash Flows from Investing Activities
Purchases of property, plant and equipment	(306)			(328)

Net cash used in investing activities	(306)			(328)

Cash Flows from Financing Activities
Borrowings	3,000			—


Payment of finance leases	(82)			(79)
Recovery of short-swing profit from stockholders	—			838
Treasury stock activities	(45)			(49)
Net cash provided by financing activities	2,873			710

Effect of exchange rate changes on cash, cash equivalents and restricted cash	(319)			109

Net decrease in cash and cash equivalents and restricted cash	(399)			(5,177)
Cash and cash equivalents and restricted cash at beginning of period	5,587			9,934
Cash and cash equivalents and restricted cash at end of period	$	5,188	(1)	$	4,757

Supplemental disclosures
Cash paid for interest	$	123		$	110
Cash received for interest	$	(2)		$	(28)
Cash paid for income taxes, net	$	1,050		$	1,186
Non-cash investing and financing activities
Purchases of property, plant and equipment included in accounts payable	$	625		$	647

(1) This amount is comprised of the below balances:
Cash and cash equivalents	$	5,185		4,680
Restricted cash	3			$	77
	$	5,188		$	4,757

See Accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

Harte Hanks, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note A - Overview and Significant Accounting Policies

Background

Harte Hanks, Inc. together with its wholly-owned subsidiaries (“Harte Hanks,” “Company,” “we,” “our,” or “us”) is a leading global customer experience company. With offices in North America, Asia-Pacific and Europe, Harte Hanks works with some of the world’s most respected brands.

Segment Reporting

The Company operates three reportable segments: Revenue Solutions; Customer Care; and Fulfillment & Logistics Services. Our President is considered to be our chief operating decision maker (CODM). Our President reviews our operating results on an aggregate basis for purposes of allocating resources and evaluating financial performance by using the three financial measures: revenue, operating income and operating income plus depreciation and amortization (EBITDA).

Accounting Principles

Our unaudited interim condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 10-K”).

Consolidation

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Harte Hanks, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. As used in this report, the terms “Harte Hanks,” “the Company,” “we,” “us,” or “our” may refer to Harte Hanks, Inc., one or more of its consolidated subsidiaries, or all of them taken as a whole, as the context may require.

Interim Financial Information

The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 8-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

Use of Estimates

Preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from those estimates due to uncertainties. Such estimates include, but are not limited to, estimates related to revenue recognition; income taxes; goodwill and intangible assets impairment as well as pension accounting. On an ongoing basis, management reviews its estimates and assumptions based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions.

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Operating Expense Presentation in Condensed Consolidated Statements of Comprehensive Loss

The “Labor” line in the Condensed Consolidated Statements of Comprehensive Loss includes all employee payroll and benefits costs, including stock-based compensation and temporary labor costs. The “Production and distribution” and “Advertising, selling, general and administrative” lines do not include any labor, depreciation, or amortization expense. Certain labor costs are included in restructuring expense, please see Note M - Restructuring Activities for details.

Revenue Recognition

We recognize revenue upon the transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to be entitled to receive in exchange for those products or services based on the relevant contract. We apply the following five-step revenue recognition model:

•Identification of the contract, or contracts, with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the performance obligations in the contract

•Recognition of revenue when (or as) we satisfy the performance obligation

Certain client programs provide for adjustments to billings based upon whether we achieve certain performance criteria. In these circumstances, revenue is recognized when the foregoing conditions are met. We record revenue net of any taxes collected from customers and subsequently remitted to governmental authorities. Any payments received in advance of the performance of services or delivery of the product are recorded as deferred revenue until such time as the services are performed or the product is delivered. Costs incurred for search engine marketing solutions payable to the engine host and postage costs of mailings are billed to our clients and are not directly reflected in our revenue.

Revenue from agency and digital services, direct mail, logistics, fulfillment and contact center is recognized when the work is performed. Fees for these services are determined by the terms set forth in each contract. These fees are typically a set fixed price or rate by transaction occurrence, service provided, time spent, or product delivered.

For arrangements requiring design and build of a database, revenue is not recognized until client acceptance occurs. Up-front fees billed during the setup phase for these arrangements are deferred and direct build costs are capitalized. Pricing for these types of arrangements is typically based on a fixed price determined in the contract. Revenue from other database marketing solutions is recognized ratably over the contractual service period. Pricing for these services is typically based on a fixed price per month or per contract.

Fair Value of Financial Instruments

Financial Accounting Standards Board ("FASB") Accounting Standard Codification ("ASC") 820, Fair Value Measurements and Disclosures, (“ASC 820”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into three levels:


Level 1			Quoted prices in active markets for identical assets or liabilities.
Level 2			Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3			Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Because of their maturities and/or variable interest rates, certain financial instruments have fair values approximating their carrying values. These instruments include cash and cash equivalents and restricted cash, accounts receivable, trade payables, and debt. The fair value of the assets in our funded pension plan is discussed in Note H, Employee Benefit Plans.

Leases

We determine if an arrangement is a lease at its inception. Operating and finance leases are included in the lease right-of-use (“ROU”) assets and in the current portion and long-term portion of lease liabilities on our condensed consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of each lease based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at

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the commencement date of each lease to determine the present value of lease payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives. Our lease terms may include options to extend or terminate the lease, which are included in the lease ROU assets when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain real estate leases, we account for the lease and non-lease components as a single lease component.

Note B - Recent Accounting Pronouncements

Recent Accounting Guidance Adopted

In July 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-05, which amends ASC 326-20 to provide a practical expedient (for all entities) relating to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company adopted ASU 2025-05 effective January 1, 2026. The adoption did not have a material impact on the Company’s Consolidated condensed financial statements.

Recent Accounting Guidance Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires entities to disclose the disaggregated information for specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within the relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of what constitutes selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted. We are currently evaluating the provisions of this ASU.

In September 2025, the FASB issued ASU 2025-06 to target improvements to the Accounting for Internal-Use Software, which simplifies the capitalization guidance by removing all references to software development project stages and clarifies the criteria to begin capitalizing cost. The amendment is effective for annual and interim periods beginning after December 15, 2027, though early adoption is permitted. The Company is currently evaluating the impact of this amendment on its Consolidated Financial Statements.

In December 2025, the FASB issued ASU 2025-11 to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendment is effective for interim periods with annual reporting periods beginning after December 15, 2027, though early adoption is permitted. The Company is currently evaluating the impact of this amendment on its Condensed Consolidated Financial Statements.

No other new accounting pronouncements recently adopted or issued had or are expected to have a material impact on the condensed consolidated financial statements.

Note C - Revenue from Contracts with Customers

Our contracts with customers state the terms of sale, including the description, quantity, and price of the product sold or service provided. Payment terms can vary by contract, but the period between invoicing and when payment is due is not significant. The Company's contracts with its customers generally do not include rights of return or a significant financing component.

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Disaggregation of Revenue

We disaggregate revenue by three key revenue streams which are aligned with our reportable segments. The nature of the services offered by each key revenue stream is different. The following table summarizes revenue from contracts with customers for the three and six months ended June 30, 2026 and 2025 by our three reportable segments:


	Three months ended June 30,				Six months ended June 30,
In thousands	2026		2025		2026		2025
Revenue Solutions	$	7,521	$	8,662	$	15,437	$	17,443
Customer Care	12,853