10-K 1 a13-26436_110k.htm ANNUAL REPORT PURSUANT TO SECTION 13 AND 15(D)

Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K

 

(Mark One)

 

x

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

 

For the fiscal year ended December 31, 2013

 

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 001-7120

 

HARTE-HANKS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

74-1677284

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

9601 McAllister Freeway, Suite 610, San Antonio, Texas 78216

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code — 210-829-9000

 


 

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

 

Title of each class

 

Name of each exchange on which registered

Common Stock

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No x

 

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 if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No x

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes x  No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

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

 

Large accelerated filer o

 

Accelerated filer x

 

Non-accelerated filer o

 

(Do not check if a smaller reporting company)

Smaller reporting company 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 aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closing price ($8.60) as of the last business day of the registrant’s most recently completed second fiscal quarter (June 28, 2013), was approximately $406,871,000.

 

The number of shares outstanding of each of the registrant’s classes of common stock as of January 31, 2014 was 62,568,882 shares of common stock, all of one class.

 

Documents incorporated by reference:

 

Portions of the Proxy Statement to be filed for the Company’s 2014 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

 

THIS ANNUAL REPORT ON FORM 10-K IS BEING DISTRIBUTED TO STOCKHOLDERS IN LIEU OF A SEPARATE ANNUAL REPORT PURSUANT TO RULE 14a-3(b) OF THE ACT AND SECTION 203.01 OF THE NEW YORK STOCK EXCHANGE LISTED COMPANY MANUAL.

 

 

 



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Harte-Hanks, Inc. and Subsidiaries

Table of Contents

Form 10-K Report

December 31, 2013

 

 

 

Page

 

 

 

Part I

 

 

Item 1.

Business

3

 

 

 

Item 1A.

Risk Factors

9

 

 

 

Item 1B.

Unresolved Staff Comments

18

 

 

 

Item 2.

Properties

18

 

 

 

Item 3.

Legal Proceedings

18

 

 

 

Item 4.

Mine Safety Disclosures

18

 

 

 

Part II

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

19

 

 

 

Item 6.

Selected Financial Data

21

 

 

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

22

 

 

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

34

 

 

 

Item 8.

Financial Statements and Supplementary Data

35

 

 

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

35

 

 

 

Item 9A.

Controls and Procedures

36

 

 

 

Item 9B.

Other Information

36

 

 

 

Part III

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

37

 

 

 

Item 11.

Executive Compensation

37

 

 

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

37

 

 

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

38

 

 

 

Item 14.

Principal Accountant Fees and Services

38

 

 

 

Part IV

 

 

Item 15.

Exhibits and Financial Statement Schedules

38

 

 

 

Signatures

 

39

 

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PART I

 

ITEM 1.     BUSINESS

 

INTRODUCTION

 

Harte-Hanks, Inc. (Harte Hanks) is one of the world’s leading, insight-driven multi-channel marketing organizations, delivering impactful business results for some of the world’s best-known brands. Through strategic agencies and our core marketing services, we develop integrated solutions that connect brands with prospects and customers, moving them beyond awareness to transactions and brand loyalty.

 

Virtually all for-profit organizations, as well as many non-profit organizations, rely on marketing to generate revenues and publicity.  Many businesses have a chief-level executive responsible for marketing who is charged with combining data, technology, channels and resources to demonstrate a return on marketing investment.  This has led many businesses to use direct and targeted marketing, which offer accountability and measurability of marketing programs, allowing customer insight to be leveraged to create and accelerate value.  Harte Hanks is a leader in the movement toward highly targeted, multichannel marketing.

 

Harte Hanks is the successor to a newspaper business started by Houston Harte and Bernard Hanks in Texas in the early 1920s.  In 1972, Harte Hanks went public and was listed on the New York Stock Exchange (NYSE).  We became private in a leveraged buyout initiated by management in 1984.  In 1993, we again went public and listed our common stock on the NYSE.

 

Harte Hanks provides public access to all reports filed with the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934, as amended (the 1934 Act).  These documents may be accessed free of charge on our website at http://www.HarteHanks.com.  These documents are provided as soon as practical after they are filed with the SEC and may also be found at the SEC’s website at http://www.sec.gov.  Additionally, we have adopted and posted on our website a code of ethics that applies to our principal executive officer, principal financial officer and principal accounting officer.  Our website also includes our corporate governance guidelines and the charters for each of our audit, compensation, and nominating and corporate governance committees.  We will provide a printed copy of any of the aforementioned documents to any requesting stockholder.

 

OUR BUSINESS

 

General

 

We offer a wide variety of integrated, multichannel, data-driven solutions for top brands around the globe.  We help our clients gain insight into their customers’ behaviors from their data and use that insight to create innovative multichannel marketing programs to deliver a return on marketing investment.  We believe our clients’ success is determined not only by how good their tools are, but how well we help them use the tools to gain insight and analyze their consumers.  This results in a strong and enduring relationship between our clients and their customers.

 

We offer a full complement of capabilities and resources to provide a broad range of marketing services and data management software, in media from direct mail to email.

 

·                  Agency & Digital Services.  The Agency Inside Harte Hanks and Mason Zimbler are full-service, customer engagement agencies specializing in direct and digital communications for both consumer and business-to-business markets. With strategy, creative and implementation services, we help marketers within targeted industries understand, identify, and engage prospects and customers in their channel of choice.  Our digital solutions integrate online services within the

 

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marketing mix and include:  website development and design, digital strategy, social media marketing and monitoring, email marketing, ecommerce and interactive relationship management and a host of other services that support our core businesses.

 

·                  Database Marketing Solutions and Business-to-Business Lead Generation.  We have successfully delivered marketing database solutions for over 35 years across various industries.  Our solutions are built around centralized marketing databases with three core offerings: insight and analytics; customer data integration; and marketing communications tools. Our solutions enable organizations to build and manage customer communication strategies that drive new customer acquisition and retention and maximize the value of existing customer relationships. Through insight, we help clients identify models of their most profitable customer relationships and then apply these models to increase the value of existing customers while also winning profitable new customers. Through customer data integration, data from multiple sources comes together to provide a single customer view of client prospects and customers. Then, utilizing our Allink suite of customer communication and sales optimization tools, we help clients apply their data and insights to the entire customer lifecycle, to help clients sustain and grow their business, gain deeper customer insights, and continuously refine their customer resource management strategies and tactics.

 

Our technology marketing solutions provide business-to-business lead generations through our CI Technology Database and Aberdeen Group. Our CI Technology Database tracks technology installations, business demographics and over 5.5 million key decision makers at more than 3.7 million business locations in 30 countries in North America, Latin America, Europe and China.  Our clients use the data to gain insight into their prospect’s and client’s technology buying cycles. Our Aberdeen Group is a provider of fact-based research to identify and educate technology buyers across numerous industries and product categories.  Leading technology providers use Aberdeen’s proprietary research content for use in their demand creation programs, online marketing campaigns and Web-based sales and marketing tools.

 

·                  Trillium Software Data Quality and Service Solutions.  Our proprietary software has helped global customers more effectively analyze, enrich, cleanse and report on their product, financial and customer data as part of master data management, data governance, CRM, data warehousing and integration initiatives.  With industry-leading Trillium Software System, Global Locator geocoding product, and associated data governance services, business users can optimize data-based business processes and transactions, realize efficiencies, and enhance the accuracy of their master set of data-improving program results.

 

·                  Direct Mail.  As a full-service direct marketing provider and one of the largest mailing partners of the U.S. Postal Service (USPS), our operational mandate is to ensure creativity and quality, provide an understanding of the options available in technologies and segmentation strategies and capitalize on economies of scale with our variety of execution options.  Our services include digital printing, print on demand, advanced mail optimization, logistics and transportation optimization, tracking (including our proprietary prEtrak solution), commingling, shrink wrapping and specialized mailings.  We also maintain fulfillment centers throughout the U.S. where we provide custom kitting services, print on demand, product recalls and freight optimization allowing our customers to distribute literature and other marketing materials.

 

·                  Contact Centers.  We operate teleservice workstations around the globe providing advanced contact center solutions such as: speech, chat, integrated voice response, email, social cloud monitoring and web self-service.  We provide both inbound and outbound contact center services and support many languages with our strategically placed global locations for both consumer and business-to-business markets.

 

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Many of our client relationships start with an offering from the list above on an individual solution basis to the client or a combination of our offerings from across our portfolio of businesses.  Multichannel marketing is communicating through different marketing solutions or channels, such as email, mobile devices, mail, radio, television, computer, and newspaper, in an integrated form to reach a consumer so it is easy for a consumer to buy in whatever manner the consumer chooses.

 

In 2013, 2012 and 2011, Harte Hanks had revenues from continuing operations of $559.6 million, $581.1 million, and $614.3 million, respectively.

 

Customers

 

Our services are marketed to specific industries or markets with services and software products tailored to each industry or market.  We believe that we are generally able to provide services to new industries and markets by modifying our existing services and applications.  We currently provide services primarily to the retail, high-tech/telecom, financial services, automotive and consumer brands and pharmaceutical/healthcare vertical markets, in addition to a range of selected markets.  The largest client (measured in revenue) comprised 6% of total revenues in 2013.  The largest 25 clients in terms of revenue comprised 42% of total revenues in 2013.

 

Sales and Marketing

 

Our enterprise sales force is organized around the six industry verticals we service: retail, high-tech/telecom, financial services, automotive and consumer brands, pharmaceutical/healthcare, and a wide range of selected markets.  The enterprise sales force sells a variety of solutions and services to address client’s targeted marketing needs.  We also maintain solution-specific sales forces and sales groups to sell our individual products and solutions.  Our sales forces, with industry-specific knowledge and experience, emphasize the cross-selling of a full range of direct marketing services and are supported by employees in each sector assigned to specific clients.  We rely on our enterprise and solution sellers to primarily sell our products and services to new clients and task our employees supporting existing clients to expand our client relationship through additional solutions and products.

 

Facilities

 

Our services are provided at the following facilities, all of which are leased:

 

National Offices

Austin, Texas

 

Shawnee, Kansas

Baltimore, Maryland

 

Texarkana, Texas

Billerica, Massachusetts

 

Wilkes-Barre, Pennsylvania

Boston, Massachusetts

 

Yardley, Pennsylvania

Cincinnati, Ohio

 

 

Deerfield Beach, Florida

 

International Offices

East Bridgewater, Massachusetts

 

Böblingen, Germany

Fort Worth, Texas

 

Bristol, United Kingdom

Fullerton, California

 

Hasselt, Belgium

Grand Prairie, Texas

 

Madrid, Spain

Jacksonville, Florida

 

Manila, Philippines

Maitland, Florida

 

Melbourne, Australia

Langhorne, Pennsylvania

 

Sydney, Australia

Linthicum Heights, Maryland

 

Theale, United Kingdom

New York, New York

 

Uxbridge, United Kingdom

Ontario, California

 

Versailles, France

San Diego, California

 

 

 

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Competition

 

Our business faces significant competition in all of its offerings and within each of its vertical markets.  Direct marketing is a dynamic business, subject to rapid technological change, high turnover of client personnel who make buying decisions, client consolidations, changing client needs and preferences, continual development of competing products and services and an evolving competitive landscape.  Our competition comes from numerous local, national and international direct marketing and advertising companies, and client internal resources, against whom we compete for individual projects, entire client relationships and marketing expenditures.  Competitive factors in our industry include the quality and scope of services, technical and strategic expertise, the perceived value of the services provided, reputation and brand recognition.  We also compete against print and electronic media and other forms of advertising for marketing and advertising dollars in general.  Failure to continually improve our current processes, advance and upgrade our technology applications, and to develop new products and services in a timely and cost-effective manner, could result in the loss of our clients or prospective clients to current or future competitors.  In addition, failure to gain market acceptance of new products and services could adversely affect our growth.  Although we believe that our capabilities and breadth of services, combined with our U.S and international production capability, industry focus and ability to offer a broad range of integrated services, enable us to compete effectively, our business results may be adversely impacted by competition.  Please refer to Item 1A, “Risk Factors”, for additional information regarding risks related to competition.

 

Seasonality

 

Our revenues tend to be higher in the fourth quarter than in other quarters during a given year.  This increased revenue is a result of overall increased marketing activity prior to and during the holiday season, primarily related to our retail vertical.

 

Discontinued Operations

 

Previously, Harte Hanks also provided shopper advertising opportunities through our Shoppers segment, which operated in certain California and Florida markets.  On December 31, 2012 we sold the assets of our Florida Shoppers operations, The Flyer, for gross proceeds of $2.0 million.  This transaction resulted in an after-tax loss of $2.7 million.  On September 27, 2013 we sold the assets of our California Shoppers operations, The Pennysaver, for gross proceeds of $22.5 million.  This transaction resulted in an after-tax loss of $12.4 million.  Because Shoppers represented a distinct business unit with operations and cash flows that can clearly be distinguished, both operationally and for financial purposes, from the rest of Harte Hanks, the results of the Shoppers operations are reported as discontinued operations for all periods presented.  Results of the remaining Harte Hanks business are reported as continuing operations.  After these sales, Harte Hanks no longer has any Shoppers operations or circulation.

 

GOVERNMENT REGULATION

 

As a company with business activities around the world, we are subject to a variety of domestic and international legal and regulatory requirements that impact our business, including, for example, regulations governing consumer protection and unfair business practices, contracts, ecommerce, intellectual property, labor and employment, securities, tax and other laws that are generally applicable to commercial activities.

 

We are also subject to, or affected by, numerous local, national and international laws, regulations and industry standards that regulate direct marketing activities, including those that address privacy, data security and unsolicited marketing communications.  Examples of some of these laws and regulations that may be applied to, or affect, our business or the businesses of our clients include the following:

 

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·                  Federal and state laws governing the use of the internet and regulating telemarketing, including the U.S. Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM), which regulates commercial email and requires that commercial emails give recipients an opt-out method.  Canada’s Anti-Spam Legislation (CASL) applies in a comparable manner for our activities in Canada.  Telemarketing activities are regulated by, among other requirements, the Federal Trade Commission’s Telemarketing Sales Rule (TSR), the Federal Communications Commission’s Telephone Consumer Protection Act (TCPA) and various state do-not-call laws.

 

·                  The U.S. Department of Commerce’s proposed Dynamic Privacy Framework, the Federal Trade Commission’s Protecting Consumer Privacy in an Era of Rapid Change policy and the European Commission’s proposed changes to the European Union’s Data Protection framework, each of which seeks to address consumer privacy, data protection and technological advancements in relation to the collection or use of personal information. In addition, the Federal Trade Commission would be granted additional power and authority to regulate the collection and use of, as well as access to, marketing information under the proposed Data Broker Accountability and Transparency Act of 2014.

 

·                  A significant number of states in the U.S. have passed versions of security breach notification laws, which generally require timely notifications to affected persons in the event of data security breaches or other unauthorized access to certain types of protected personal data.

 

·                  The Fair Credit Reporting Act (FCRA), which governs, among other things, the sharing of consumer report information, access to credit scores, and requirements for users of consumer report information.

 

·                  The Financial Services Modernization Act of 1999, or Gramm-Leach-Bliley Act (GLB), which, among other things, regulates the use for marketing purposes of non-public personal financial information of consumers that is held by financial institutions. Although Harte Hanks is not considered a financial institution, many of our clients are subject to the GLB.  The GLB also includes rules relating to the physical, administrative and technological protection of non-public personal financial information.

 

·                  The Health Insurance Portability and Accountability Act of 1996 (HIPAA), which regulates the use of personal health information for marketing purposes and requires reasonable safeguards designed to prevent intentional or unintentional use or disclosure of protected health information.

 

·                  The Fair and Accurate Credit Transactions Act of 2003 (FACT Act), which amended the FCRA and requires, among other things, consumer credit report notice requirements for creditors that use consumer credit report information in connection with risk-based credit pricing actions and also prohibits a business that receives consumer information from an affiliate from using that information for marketing purposes unless the consumer is first provided a notice and an opportunity to direct the business not to use the information for such marketing purposes, subject to certain exceptions.

 

·                  The European Union (EU) data protection laws, including the comprehensive EU Directive on Data Protection (1995), which imposes a number of obligations with respect to use of personal data, and includes a prohibition on the transfer of personal information from the EU to other countries that do not provide consumers with an “adequate” level of privacy or security. The EU standard for adequacy is generally stricter and more comprehensive than that of the U.S. and most other countries.

 

There are additional consumer protection, privacy and data security regulations in locations where we or our clients do business.  These laws regulate the collection, use, disclosure and retention of

 

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personal data and may require consent from consumers and grant consumers other rights, such as the ability to access their personal data and to correct information in the possession of data controllers.  We and many of our clients also belong to trade associations that impose guidelines that regulate direct marketing activities, such as the Direct Marketing Association’s Commitment to Consumer Choice.

 

As a result of increasing public awareness and interest in individual privacy rights, data protection, information security and environmental and other concerns regarding marketing communications, federal, state and foreign governmental and industry organizations continue to consider new legislative and regulatory proposals that would impose additional restrictions on direct marketing services and products.  Examples include data encryption standards, data breach notification requirements, consumer choice and consent restrictions and increased penalties against offending parties, among others.  In 2012 and 2013, several members of the U.S. Congress (in coordination with the Federal Trade Commission and consumer advocacy groups) initiated several inquiries regarding data brokerage, one of which was directed to us (among others), and the Data Broker Accountability and Transparency Act of 2014 has been proposed in connection with these inquiries.  We anticipate that additional inquiries and proposals will be made that may affect the marketing services we offer our clients will continue to be introduced in the future, some of which may be adopted.

 

In addition, our business may be affected by the impact of these restrictions on our clients and their marketing activities.  These additional regulations could increase compliance requirements and restrict or prevent the collection, management, aggregation, transfer, use or dissemination of information or data that is currently legally available. Additional regulations may also restrict or prevent current practices regarding unsolicited marketing communications.  For example, many states have considered implementing do-not-mail legislation that could impact our business and the businesses of our clients and customers.  In addition, continued public interest in individual privacy rights and data security may result in the adoption of further voluntary industry guidelines that could impact our direct marketing activities and business practices.

 

We cannot predict the scope of any new legislation, regulations or industry guidelines or how courts may interpret existing and new laws. Additionally, enforcement priorities by governmental authorities may change and also impact our business either directly or through requiring our customers to alter their practices.  Compliance with regulations is costly and time-consuming for us and our clients, and we may encounter difficulties, delays or significant expenses in connection with our compliance.  We may also be exposed to significant penalties, liabilities, reputational harm and loss of business in the event that we fail to comply with applicable regulations.  There could be a material adverse impact on our business due to the enactment or enforcement of legislation or industry regulations, the issuance of judicial or governmental interpretations, enforcement priorities of governmental agencies or a change in customs arising from public concern over consumer privacy and data security issues.

 

INTELLECTUAL PROPERTY RIGHTS

 

Our intellectual property assets include trademarks and service marks that identify our company and our products and services, software and other technology that we develop, our proprietary collections of data and intellectual property licensed from third parties, such as prospect list providers.  We generally seek to protect our intellectual property through a combination of license agreements and trademark, service mark, copyright, patent and trade secret laws, and domain name registrations and enforcement procedures.  We also enter into confidentiality agreements with many of our employees, vendors and clients and seek to limit access to and distribution of intellectual property and other

 

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proprietary information. We pursue the protection of our trademarks and other intellectual property in the U.S. and internationally.

 

Despite our efforts to protect our intellectual property, unauthorized parties may attempt to copy or otherwise obtain and use our proprietary information and technology. Monitoring unauthorized use of our intellectual property is difficult, and unauthorized use of our intellectual property may occur. We cannot be certain that patents or trademark registrations will be issued, nor can we be certain that any issued patents or trademark registrations will give us adequate protection from competing products. For example, issued patents may be circumvented or challenged and declared invalid or unenforceable. In addition, others may develop competing technologies or databases on their own. Moreover, there is no assurance that our confidentiality agreements with our employees or third parties will be sufficient to protect our intellectual property and proprietary information.

 

We may also be subject to infringement claims against us by third parties and may incur substantial costs and devote significant management resources in responding to such claims, as we did in 2012 and 2013.  We have been, and continue to be, obligated under some agreements to indemnify our clients as a result of claims that we infringe on the proprietary rights of third parties. These costs and diversions could cause our business to suffer. If any party asserts an infringement claim, we may need to obtain licenses to the disputed intellectual property.  We cannot assure you, however, that we will be able to obtain these licenses on commercially reasonable terms or that we will be able to obtain any licenses at all. The failure to obtain necessary licenses or other rights may have an adverse affect on our ability to provide our products and services.

 

EMPLOYEES

 

As of December 31, 2013, Harte Hanks employed approximately 5,310 full-time employees and 50 part-time employees, of which approximately 1,890 are based outside of the U.S.  A portion of our workforce is provided to us through staffing companies.  None of the workforce is represented by labor unions.  We consider our relations with our employees to be good.

 

ITEM 1A.                                       RISK FACTORS

 

Cautionary Note Regarding Forward-Looking Statements

 

This report, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A), contains “forward-looking statements” within the meaning of the federal securities laws. All such statements are qualified by this cautionary note, which is provided pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (1933 Act) and Section 21E of the Securities Exchange Act of 1934 (1934 Act).  Forward-looking statements may also be included in our other public filings, press releases, our website and oral and written presentations by management.  Statements other than historical facts are forward-looking and may be identified by words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “seeks,” “could,” “intends,” or words of similar meaning.  Examples include statements regarding (1) our strategies and initiatives, (2) adjustments to our cost structure and other actions designed to respond to market conditions and improve our performance, and the anticipated effectiveness and expenses associated with these actions, (3) our financial outlook for revenues, earnings per share, operating income, expense related to equity-based compensation, capital resources and other financial items, (4) expectations for our businesses and for the industries in which we operate, including the impact of economic conditions of the markets we serve on the marketing expenditures and activities of our clients and prospects, (5) competitive factors, (6) acquisition and development plans, (7) our stock repurchase program, (8) expectations regarding legal proceedings and other contingent liabilities, and (9) other statements regarding future events, conditions or outcomes.

 

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These forward-looking statements are based on current information, expectations and estimates and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to vary materially from what is expressed in or indicated by the forward-looking statements.  In that event, our business, financial condition, results of operations or liquidity could be materially adversely affected, and investors in our securities could lose part or all of their investments.  Some of these risks, uncertainties, assumptions and other factors can be found in our filings with the SEC, including the factors discussed below in this Item 1A, “Risk Factors”, and any updates thereto in our Forms 10-Q.  The forward-looking statements included in this report and those included in our other public filings, press releases, our website and oral and written presentations by management are made only as of the respective dates thereof, and we undertake no obligation to update publicly any forward-looking statement in this report or in other documents, our website or oral statements for any reason, even if new information becomes available or other events occur in the future.

 

In addition to the information set forth elsewhere in this report, including in the MD&A section, the factors described below should be considered carefully in making any investment decisions with respect to our securities. The risks described below are not the only ones we face or may face in the future. Additional risks and uncertainties that are not presently anticipated or that we may currently believe are immaterial could also impair our business operations and financial performance.

 

We are developing a new strategy, and the future success of our company will depend on its successful selection and execution

 

Our senior leadership team is in the process of developing a new strategy for Harte Hanks.  We will announce the strategy and begin to take action toward it in 2014.  Because this new strategy will chart the company’s course of action and priorities for years to come, the future success of Harte Hanks will depend on the successful selection and execution of this strategy.  Our new strategy may bring additional risks to the business (such as those associated with greater use of capital, development or acquisition of new products, or entry into new industry or geographic markets) or magnify existing risks as our business priorities and objectives are adjusted.  If we select a poor strategy, or if we fail to execute well the strategy we select, our business and financial performance may be materially and adversely affected.

 

We face significant competition for individual projects, entire client relationships and advertising dollars in general.

 

Our business faces significant competition in all of its offerings and within each of its vertical markets.  Direct marketing is a dynamic business, subject to rapid technological change, high turnover of client personnel who make buying decisions, client consolidations, changing client needs and preferences, continual development of competing products and services and an evolving competitive landscape.  This competition comes from numerous local, national and international direct marketing and advertising companies, and client internal resources, against whom we compete for individual projects, entire client relationships and marketing expenditures by clients and prospective clients.  We also compete against print and electronic media and other forms of advertising for marketing and advertising dollars in general.  In addition, our ability to attract new clients and to retain existing clients may, in some cases, be limited by clients’ policies on or perceptions of conflicts of interest.  These policies can prevent us from performing similar services for competing products or companies.  Some of our clients have also sought to reduce the number of marketing vendors or use third-party procurement organizations, all of which increases pricing pressure and may disadvantage us relative to our competitors.  Our failure to improve our current processes or to develop new products and services could result in the loss of our clients to current or future competitors.  In addition, failure to gain market acceptance of new products and services could adversely affect our growth.

 

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Current and future competitors may have significantly greater financial and other resources than we do, and they may sell competing products and services at lower prices or at lower profit margins, resulting in pressures on our prices and margins.

 

The sizes of our competitors vary widely across market and service segments.  Therefore, some of our competitors may have significantly greater financial, technical, marketing or other resources than we do in any one or more of our market segments, or overall.  As a result, our competitors may be in a position to respond more quickly than we can to new or emerging technologies, methodologies and changes in customer requirements, or may devote greater resources than we can to the development, promotion, sale and support of products and services.  Moreover, new competitors or alliances among our competitors may emerge and potentially reduce our market share, revenue or margins.  Some of our competitors also may choose to sell products or services competitive to ours at lower prices by accepting lower margins and profitability, or may be able to sell products or services competitive to ours at lower prices given proprietary ownership of data, technical superiority or economies of scale.  Price reductions or pricing pressure by our competitors could negatively impact our margins and results of operations, and could also harm our ability to obtain new customers on favorable terms.  Competitive pricing pressures tend to increase in difficult economic environments, such as the current environments in the U.S. and other economies, due to reduced marketing expenditures of many of our clients and prospects and the resulting impact on the competitive business environment for marketing service providers such as our company.

 

We must maintain technological competitiveness, continually improve our processes and develop and introduce new products and services in a timely and cost-effective manner.

 

We believe that our success depends on, among other things, maintaining technological competitiveness in our products, processing functionality and software systems and services.  Technology changes rapidly as makers of computer hardware, network systems, programming tools, programming languages, operating systems, database technology and mobile devices continually improve their offerings.  Advances in information technology may result in changing client preferences for products and product delivery channels in our industry.  The increasingly sophisticated requirements of our clients require us to continually improve our processes and provide new products and services in a timely and cost-effective manner (whether through development, license or acquisition).  We may be unable to successfully identify, develop and bring new and enhanced services and products to market in a timely and cost-effective manner, such services and products may not be commercially successful, and services, products and technologies developed by others may render our services and products noncompetitive or obsolete.

 

Our success depends on our ability to consistently and effectively deliver our products and services to our clients.

 

Our success depends on our ability to effectively and consistently staff and execute client engagements within the agreed upon timeframe and budget.  Depending on the needs of our clients, our engagements may require customization, integration and coordination of a number of complex product and service offerings and execution across many facilities in our network.  Moreover, in some of our engagements, we rely on subcontractors and other third parties to provide some of the services to our clients, and we cannot guarantee that these third parties will effectively deliver their services or that we will have adequate recourse against these third parties in the event they fail to effectively deliver their services.  Other contingencies and events outside of our control may also impact our ability to provide our products and services.  Our failure to effectively and timely staff, coordinate and execute our client engagements may adversely impact existing client relationships, the amount or timing of payments from our clients, our reputation in the marketplace and ability to secure additional business and our resulting financial performance.  In addition, our contractual arrangements with our clients and other customers may not provide us with sufficient protections against claims for lost profits or other claims for damages.

 

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If our new leaders are unsuccessful, or if we lose key management and are unable to attract and retain the talent required for our business, our operating results could suffer.

 

We have recently replaced many of our leaders, including our President, Chief Executive Officer and Chairman, and have reorganized our operational structures.  If our new leaders fail in their new roles and responsibilities (and more generally if we are unable to attract new leaders with the necessary skills to manage our business) our business and its operating results may suffer.  Further, our prospects depend in large part upon our ability to attract, train and retain experienced technical, client services, sales, consulting, research and development, marketing, administrative and management personnel. While the demand for personnel is dependent on employment levels, competitive factors and general economic conditions, qualified personnel historically have been in great demand.  The loss or prolonged absence of the services of these individuals could have a material adverse effect on our business, financial position or operating results.

 

We have recently experienced, and may experience in the future, reduced demand for our products and services because of general economic conditions, the financial conditions and marketing budgets of our clients and other factors that may impact the industry verticals that we serve.

 

Economic downturns and turmoil severely affect the marketing services industry.  Throughout the most recent recession, as in prior economic downturns, our customers responded to weak economic conditions by reducing their marketing budgets, which are generally discretionary in nature and easier to reduce in the short-term than other expenses.  Many of our customers have been slow to restore their marketing budgets to prior levels during a recovery, and may respond similarly to adverse economic conditions in the future.  Our revenues are dependent on national, regional and international economies and business conditions.  A lasting economic recession or anemic recovery in the markets in which we operate (such as the recent recession and recovery) could have material adverse effects on our business, financial position or operating results.  Similarly, industry or company-specific factors may negatively impact our clients and prospective clients or their industries, and in turn result in reduced demand for our products and services, client insolvencies, collection difficulties or bankruptcy preference actions related to payments received from our clients.  We may also experience reduced demand as a result of consolidation of clients and prospective clients in the industry verticals that we serve.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-K for additional information about the adverse impact on our financial performance of the ongoing difficult economic environment in the U.S. and other economies.

 

We must effectively manage our costs to be successful. If we do not achieve our cost management objectives, our financial results could be adversely affected.

 

Our business plan and expectations for the future require that we effectively manage our cost structure, including our operating expenses and capital expenditures across our operations. To the extent that we do not accurately anticipate and effectively manage our costs, our financial results may be adversely affected in any economic climate and even more so during a prolonged recession, such as the recent economic downturn in the U.S. and elsewhere.

 

Privacy, information security and other regulatory requirements may prevent or impair our ability to offer our products and services.

 

We are subject to and affected by numerous laws, regulations and industry standards that regulate direct marketing activities, including those that address privacy, data protection, information security and marketing communications.  Please refer to the section above entitled “Government Regulation” for additional information regarding some of these regulations.

 

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As a result of increasing public awareness and interest in privacy rights, data protection and access, information security, environmental protection and other concerns, national and local governments and industry organizations regularly consider and adopt new laws, rules, regulations and guidelines that restrict or regulate marketing communications, services and products.  Examples include data encryption standards, data breach notification requirements, registration/licensing requirements (often with fees), consumer choice, notice and consent restrictions and penalties for infractions, among others.  We anticipate that additional restrictions and regulations will continue to be proposed and adopted in the future.

 

In addition, our business may be affected by the impact of these restrictions and regulations on our clients and their marketing activities.  Current and future restrictions and regulations could increase compliance requirements and costs, and restrict or prevent the collection, management, aggregation, transfer, use or dissemination of information, or change the requirements therefore so as to require other changes to our business or that of our clients.  Additional restrictions and regulations may limit or prohibit current practices regarding marketing communications.  For example, many states and countries have considered implementing do not contact legislation that could impact our business and the businesses of our clients and customers.  In addition, continued public interest in privacy rights, data protection and access, and information security may result in the adoption of further industry guidelines that could impact our direct marketing activities and business practices.

 

We cannot predict the scope of any new laws, rules, regulation or industry guidelines or how courts or agencies may interpret current ones.  Additionally, enforcement priorities by governmental authorities will change over time, which may impact our business.  Understanding the laws, rules, regulations and guidelines applicable to specific client multichannel engagements and across many jurisdictions poses a significant challenge, as such laws, rules, regulations and guidelines are often inconsistent or conflicting, and are sometimes at odds with client objectives.  Our failure to properly comply with these regulatory requirements and client needs may materially and adversely affect our business.  General compliance with privacy, data protection and information security obligations is costly and time-consuming, and we may encounter difficulties, delays or significant expenses in connection with our compliance, or because of our clients’ need to comply.   We may be exposed to significant penalties, liabilities, reputational harm and loss of business in the event that we fail to comply.  We could suffer a material adverse impact on our business due to the enactment or enforcement of legislation or industry regulations affecting us and/or our clients, the issuance of judicial or governmental interpretations, changed enforcement priorities of governmental agencies or a change in behavior arising from public concern over privacy, data protection and information security issues.

 

We could fail to adequately protect our intellectual property rights and may face claims for intellectual property infringement.

 

Our ability to compete effectively depends in part on the protection of our technology, products, services and brands through intellectual property right protections, including patents, copyrights, database rights, trade secrets, trademarks and domain name registrations and enforcement procedures.  The extent to which such rights can be protected and enforced varies in different jurisdictions.  Litigation involving patents and other intellectual property rights has become far more common and expensive in recent years, and we face the risk of additional litigation relating to our use or future use of intellectual property rights of third parties. Third-party infringement claims and any related litigation against us could subject us to liability for damages, significantly increase our costs, restrict us from using and providing our technologies, products or services or operating our business generally, or require changes to be made to our technologies, products and services.  Please refer to the section above entitled “Intellectual Property Rights” for additional information regarding our intellectual property and associated risks.

 

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Consumer perceptions regarding the privacy and security of their data may prevent or impair our ability to offer our products and services.

 

Various local, national and international regulations, as well as industry standards, give consumers varying degrees of control as to how certain data regarding them is collected, used and shared for marketing purposes.  If, due to privacy, security or other concerns, consumers exercise their ability to prevent or limit such data collection, use or sharing, it may impair our ability to provide marketing to those consumers and limit our clients’ demand for our services.  Additionally, privacy and security concerns may limit consumers’ willingness to voluntarily provide data to our customers or marketing companies.  Some of our services depend on voluntarily provided data and therefore may be impaired without such data.

 

Our reputation and business results may be adversely impacted if we, or subcontractors upon whom we rely, do not effectively protect sensitive personal information of our clients and our clients’ customers.

 

Current privacy and data security laws and industry standards impact the manner in which we capture, handle, analyze and disseminate customer and prospect data as part of our client engagements.  In many instances, our client contracts also mandate privacy and security practices. If we fail to effectively protect and control sensitive personal information (such as personal health information, social security numbers or credit card numbers) of our clients and their customers or prospects in accordance with these requirements, we may incur significant expense, suffer reputational harm and loss of business, and, in certain cases, be subjected to regulatory or governmental sanctions or litigation.  These risks may be increased due to our reliance on subcontractors and other third parties in providing a portion of our overall services in certain engagements.  We cannot guarantee that these third parties will effectively protect and handle sensitive personal information or other confidential information, or that we will have adequate recourse against these third parties in that event.

 

We may not be able to adequately protect our information systems.

 

Our ability to protect our information systems against damage from a data loss, security breach, human error, malfeasance, computer virus, fire, power loss, telecommunications failure or other disaster is critical to our future success. Some of these systems may be outsourced to third-party providers from time to time. Any damage to our information systems that causes interruptions in our operations or a loss of data could affect our ability to meet our clients’ requirements, which could have a material adverse effect on our business, financial position or operating results.  While we take precautions to protect our information systems, such measures may not be effective, and existing measures may become inadequate because of changes in future conditions.  Although we maintain insurance which may respond to cover some types of damages incurred by breaches of (or problems with) our information systems, such insurance is limited and expensive, and may not respond or be sufficient to offset the costs of such damages, and therefore such damages may materially harm our business.

 

Breaches of security, or the perception that ecommerce is not secure, could severely harm our business and reputation.

 

Business-to-business and business-to-consumer electronic commerce requires the secure transmission of confidential information over public networks. Some of our products and services are accessed through or are otherwise dependent on the internet.  Security breaches in connection with the delivery of our products and services, or well-publicized security breaches that may affect us or our industry (such as database intrusion) could be severely detrimental to our business, operating results and financial condition.  We cannot be certain that advances in criminal capabilities, new discoveries in the field of cryptography or other developments will not compromise or breach the

 

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technology protecting the information systems that deliver our products, services and proprietary database information.

 

Data suppliers could withdraw data that we rely on for our products and services.

 

We purchase or license much of the data we use.  There could be a material adverse impact on our business if owners of the data we use were to withdraw or curtail access to the data or materially restrict the authorized uses of their data.  Data providers could withdraw their data if there is a competitive reason to do so, if there is pressure from the consumer community or if additional regulations are adopted restricting the use of the data.  We also rely upon data from other external sources to maintain our proprietary and non-proprietary databases, including data received from customers and various government and public record sources.  If a substantial number of data providers or other key data sources were to withdraw or restrict their data, if we were to lose access to data due to government regulation, or if the collection of data becomes uneconomical, our ability to provide products and services to our clients could be materially and adversely affected, which could result in decreased revenues, net income and earnings per share.

 

We must successfully identify and evaluate acquisition targets and integrate acquisitions.

 

We frequently evaluate acquisition opportunities to expand our product and service offerings and geographic locations, including potential international acquisitions.  Acquisition activities, even if not consummated, require substantial amounts of management time and can distract from normal operations.  In addition, we have in the past and may in the future be unable to achieve the profitability goals, synergies and other objectives initially sought in acquisitions, and any acquired assets, data or businesses may not be successfully integrated into our operations.  Acquisitions may result in the impairment of relationships with employees and customers.  Moreover, although we review and analyze assets or companies we acquire, such reviews are subject to uncertainties and may not reveal all potential risks, and we may incur unanticipated liabilities and expenses as a result of our acquisition activities.  The failure to identify appropriate candidates, to negotiate favorable terms, or to successfully integrate future acquisitions into existing operations could result in not achieving planned revenue growth and could negatively impact our net income and earnings per share.

 

We may be unable to make dispositions of assets on favorable terms.

 

In 2012 we sold the assets of our Florida Shoppers operations, The Flyer, resulting in an after-tax loss of $2.7 million.  In 2013 we sold the assets of our California Shoppers operations, The Pennysaver, resulting in an after-tax loss of $12.4 million.  We may in the future determine to divest certain assets or businesses in pursuit of our corporate strategy.  However, the price we obtain for such assets or businesses will be driven by performance of those businesses and the current market demand for such assets, and we may not be able to realize a profit upon sale.  If we are unable to dispose of businesses or assets in a timely manner or at profitable price, our business, net income and earnings per share could be materially and adversely affected.

 

We are vulnerable to increases in postal rates and disruptions in postal services.

 

Our services depend on the USPS and other commercial delivery services to deliver products.  Standard postage rates have increased in recent years (most recently in April 2011, January 2012 and January 2013) and may continue to do so at frequent and unpredictable intervals.  Postage rates influence the demand for our services even though the cost of mailings is typically borne by our clients and is not directly reflected in our revenues or expenses.  Accordingly, future postal increases or disruptions in the operations of the USPS may have an adverse impact on us.

 

In addition, the USPS has had significant financial and operational challenges recently.  In reaction, the USPS has proposed many changes in its services, such as delivery frequency and facility access.

 

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These changes, together with others that may be adopted, individually or in combination with other market factors, could materially and negatively affect our costs and ability to meet our clients’ expectations.

 

We are vulnerable to increases in paper prices.

 

Prices of print materials are subject to fluctuations.  Increased paper costs could cause our customers to reduce spending on other marketing programs, or to shift to media which are less profitable for us, in each case potentially materially affecting our revenues and profits.

 

Our financial results could be negatively impacted by impairments of goodwill or other intangible assets with indefinite useful lives.

 

In the third quarter of 2013 we recorded an impairment charge of $2.8 million related to a non-cash trade name intangible asset as a result of continuing revenue declines, an overall strategic assessment of the related operations, and management’s evaluation of the business.  As of December 31, 2013, the net book value of our goodwill and other intangibles represented approximately $400.5 million out of our total assets of $685.1 million.  We test goodwill and other intangible assets with indefinite useful lives for impairment as of November 30 of each year and on an interim basis should factors or indicators become apparent that would require an interim test.  A downward revision in the fair value of our reporting unit or any of the other intangible assets could result in additional impairments and non-cash charges. Any such impairment charges could have a significant negative effect on our reported net income.

 

Our indebtedness may adversely impact our ability to react to changes in our business or changes in general economic conditions.

 

The amount of our indebtedness and the terms under which we have borrowed money under our credit facilities or other agreements could have important consequences for our business.  Our debt covenants require that we maintain certain financial measures and ratios.  As a result of these covenants and ratios, we may be limited in the manner in which we can conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.  A failure to comply with these restrictions or to maintain the financial measures and ratios contained in the debt agreements could lead to an event of default that could result in an acceleration of outstanding indebtedness. In addition, the amount and terms of our indebtedness could:

 

·                  limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate, including limiting our ability to invest in our strategic initiatives, and, consequently, place us at a competitive disadvantage;

 

·                  reduce the availability of our cash flows that would otherwise be available to fund working capital, capital expenditures, acquisitions and other general corporate purposes; and

 

·                  result in higher interest expense in the event of increases in interest rates, as discussed below under “Interest rate increases could affect our results of operations, cash flows and financial position.”

 

We may incur additional indebtedness in the future and, if new debt is added to our current debt levels, the above risks could be increased.

 

Interest rate increases could affect our results of operations, cash flows and financial position.

 

Interest rate movements in Europe and the U.S. can affect the amount of interest we pay related to our debt and the amount we earn on cash equivalents.  Our primary interest rate exposure is to interest rate fluctuations in Europe, specifically Eurodollar rates, due to their impact on interest related to our credit facilities.  On December 31, 2013, we had $98.0 million of debt outstanding, all of which bore variable interest rates.  Our results of operations, cash flows and financial position could be

 

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materially adversely affected by significant increases in interest rates.  We also have exposure to interest rate fluctuations in the U.S., specifically money market, commercial paper and overnight time deposit rates, as these affect our earnings on excess cash.  Even with the offsetting increase in earnings on excess cash in the event of an interest rate increase, we cannot be assured that future interest rate increases will not have a material adverse impact on our business, financial position or operating results.

 

We are subject to risks associated with operations outside the U.S.

 

Harte Hanks conducts business outside of the U.S.  During 2013, approximately 15.9% of our revenues were derived from operations outside the United States, primarily Europe and Asia.  We may expand our international operations in the future as part of our growth strategy.  Accordingly, our future operating results could be negatively affected by a variety of factors, some of which are beyond our control, including:

 

·                  social, economic and political instability;

 

·                  changes in local, national and international legal requirements or policies resulting in burdensome government controls, tariffs, restrictions, embargoes or export license requirements;

 

·                  higher rates of inflation;

 

·                  the potential for nationalization of enterprises;

 

·                  less favorable labor laws that may increase employment costs and decrease workforce flexibility;

 

·                  potentially adverse tax treatment;

 

·                  less favorable foreign intellectual property laws that would make it more difficult to protect our intellectual property from misappropriation;

 

·                  more onerous or differing data privacy and security requirements or other marketing regulations;

 

·                  longer payment cycles; and

 

·                  the differing costs and difficulties of managing international operations.

 

In addition, exchange rate movements may have an impact on our future costs or on future cash flows from foreign investments.  We have not entered into any foreign currency forward exchange contracts or other derivative instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.  The various risks that are inherent in doing business in the U.S. are also generally applicable to doing business anywhere else, and may be exacerbated by the difficulty of doing business in numerous sovereign jurisdictions due to differences in culture, laws and regulations.

 

We must maintain effective internal controls.

 

In designing and evaluating our internal controls over financial reporting, we recognize that any internal control or procedure, no matter how well designed and operated, can provide only reasonable assurance of achieving desired control objectives and that no system of internal controls can be designed to provide absolute assurance of effectiveness.  If we fail to maintain a system of effective internal controls, it could have a material adverse effect on our business, financial position or operating results.  Additionally, adverse publicity related to a failure in our internal controls over financial reporting could have a negative impact on our reputation and business.

 

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Fluctuation in our revenue and operating results and other factors may impact the volatility of our stock price.

 

The price at which our common stock has traded in recent years has fluctuated greatly and has declined significantly. Our common stock price may continue to be volatile due to a number of factors including the following (some of which are beyond our control):

 

·                  the impact of the uneven and lackluster economic recovery from the last recession, the overall strength of the economies of the markets we serve and general market volatility;

 

·                  variations in our operating results from period to period and variations between our actual operating results and the expectations of securities analysts, investors and the financial community;

 

·                  unanticipated developments with client engagements or client demand, such as variations in the size, budget, or progress toward the completion of engagements, variability in the market demand for our services, client consolidations and the unanticipated termination of several major client engagements;

 

·                  announcements of developments affecting our businesses;

 

·                  competition and the operating results of our competitors; and

 

·                  other factors discussed elsewhere in this Item 1A, “Risk Factors”.

 

As a result of these and other factors, investors in our common stock may not be able to resell their shares at or above their original purchase price.

 

War or terrorism could affect our business.

 

War, terrorism or the threat thereof involving a market we serve could have a significant impact on our business, financial position or operating results.  War or the threat of war could substantially affect the levels of advertising expenditures by clients in each of our businesses, whether due to economic declines, decreased or slowed international trade, reactions to security risks or other factors.  In addition, each of our businesses could be affected by operation disruptions and a shortage of supplies and labor related to such a war or threat of war.

 

ITEM 1B.                                       UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2.                                                PROPERTIES

 

Our business is conducted in facilities worldwide containing aggregate space of approximately 2.2 million square feet.  All facilities are held under leases, which expire at dates through 2022.

 

ITEM 3.                                                LEGAL PROCEEDINGS

 

Information regarding legal proceedings is set forth in Note I, Commitments and Contingencies, of the “Notes to Consolidated Financial Statements” and is incorporated herein by reference.

 

ITEM 4.                                                MINE SAFETY DISCLOSURES

 

Not applicable.

 

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PART II

 

ITEM 5.                                                MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Common Stock

 

Our common stock is listed on the NYSE (symbol: HHS). The reported high and low quarterly sales price ranges for 2013 and 2012 were as follows:

 

 

 

2013

 

2012

 

 

 

High

 

Low

 

High

 

Low

 

First Quarter

 

8.33

 

5.98

 

10.24

 

8.30

 

Second Quarter

 

9.26

 

7.07

 

9.25

 

8.05

 

Third Quarter

 

10.12

 

8.18

 

9.81

 

6.16

 

Fourth Quarter

 

9.32

 

7.38

 

7.02

 

5.14

 

 

We paid a quarterly dividend of 8.5 cents per share in each of the last three quarters of 2013.  We paid two 8.5 cents per share dividends in the fourth quarter of 2012, the second of which was a one-time acceleration of the regular quarterly dividend we would have ordinarily paid in the first quarter of 2013.  We currently plan to pay a quarterly dividend of 8.5 cents per share in each quarter of 2014, although any actual dividend declaration can be made only upon, and subject to, approval of our Board of Directors, based on its business judgment.

 

In 2012, quarterly dividends were paid at the rate of 8.5 cents per share.

 

As of January 31, 2014, there are approximately 2,050 holders of record.

 

Issuer Purchases of Equity Securities

 

The following table contains information about our purchases of equity securities during the fourth quarter of 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Number

 

 

 

 

 

 

 

 

 

of Shares

 

Maximum

 

 

 

 

 

 

 

Purchased as

 

Dollar Amount

 

 

 

Total Number

 

 

 

Part of a

 

that May Yet

 

 

 

of Shares

 

Average Price

 

Publicly

 

Be Spent

 

 

 

Purchased

 

Paid per

 

Announced

 

Under the

 

Period

 

(2)

 

Share

 

Plan (1)

 

Plan

 

October 1 - 31, 2013

 

0

 

$

0

 

0

 

$

4,548,894

 

November 1 - 30, 2013

 

0

 

$

0

 

0

 

$

4,548,894

 

December 1 - 31, 2013

 

78,954

 

$

7.76

 

78,954

 

$

3,936,183

 

Total

 

78,954

 

$

7.76

 

78,954

 

 

 

 


(1)  During the fourth quarter of 2013, we purchased 78,954 shares of our common stock through our stock repurchase program that was publicly announced in August 2012.  Under this program, from which shares can be purchased in the open market, our Board of Directors has authorized us to spend up to $10.0 million to repurchase shares of our outstanding common stock.  As of December 31, 2013, we have repurchased 897,367 shares and spent $6.1 million under this authorization.  Through December 31, 2013, we had repurchased a total of 65,821,876 shares at an average price of $18.48 per share under this program and previously announced programs.

 

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(2)  Total number of shares purchased includes shares, if any, (i) purchased as part of our publicly announced stock repurchase program, and pursuant to our 2005 Omnibus Incentive Plan and 2013 Omnibus Incentive Plan, (ii) withheld to pay withholding taxes and the exercise price in certain cashless exercises of stock options, and (iii) withheld to offset withholding taxes upon the vesting of unvested shares.

 

Comparison of Stockholder Returns

 

The material under this heading is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing under the 1933 Act or the 1934 Act, whether made before or after the date hereof and irrespective of any general incorporation language in such filing.

 

The following graph compares the cumulative total return of our common stock during the period December 31, 2008 to December 31, 2013 with the Standard & Poor’s 500 Stock Index (S&P 500 Index) and with two peer groups.  We made modifications to our peer group in this 2013 Annual Report on Form 10-K compared to our previous peer group due to the sale of our Florida and California Shoppers operations.

 

Our former peer group includes: Acxiom Corporation, Alliance Data Systems Corporation, Cenveo, Inc., Consolidated Graphics, Inc., Convergys Corp., Dun & Bradstreet Corporation, Equifax, Inc., Gartner, Inc., Informatica Corp., Interpublic Group of Companies, Inc., Meredith Corp., Sapient Corp., Sykes Enterprises, Inc., Techtarget, Inc., Valassis Communications, Inc. and ValueClick, Inc.

 

Our current peer group includes: Acxiom Corporation, Alliance Data Systems Corporation, Cenveo, Inc., Consolidated Graphics, Inc., Convergys Corp., Dun & Bradstreet Corporation, Equifax, Inc., Gartner, Inc., Informatica Corp., Interpublic Group of Companies, Inc., Meredith Corp., Sapient Corp., Sykes Enterprises, Inc., Techtarget, Inc., and ValueClick, Inc.

 

The S&P Index includes 500 U.S. companies in the industrial, transportation, utilities and financial sectors and is weighted by market capitalization.  The peer groups are also weighted by market capitalization.

 

The graph depicts the results of investing $100 in our common stock, the S&P 500 Index and the peer groups at closing prices on December 31, 2008 and assumes the reinvestment of dividends.

 

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Base

 

 

 

 

 

 

 

 

 

 

 

Period

 

Years Ending

 

Company Name / Index

 

Dec08

 

Dec09

 

Dec10

 

Dec11

 

Dec12

 

Dec13

 

Harte-Hanks, Inc.

 

100

 

178.82

 

216.98

 

159.81

 

110.37

 

150.79

 

S&P 500 Index

 

100

 

126.46

 

145.51

 

148.59

 

172.37

 

228.19

 

New Peer Group

 

100

 

139.84

 

177.27

 

178.80

 

211.10

 

327.61

 

Old Peer Group

 

100

 

143.75

 

184.50

 

182.68

 

216.47

 

335.03

 

 

ITEM 6.                                                SELECTED FINANCIAL DATA

 

Updated 2011 Capital Expenditures

 

The following table sets forth our summary historical financial information for the periods ended and as of the dates indicated.  You should read the following historical financial information along with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this Form 10-K.  The fiscal year financial information included in the table below for the years ended December 31, 2013 and 2012 is derived from audited financial statements contained in this Form 10-K.  Information for the years ended December 31, 2011, 2010 and 2009 was derived from previously filed Annual Reports on Form 10-K.  All financial information presented below excludes amounts related to our discontinued Shoppers operations.

 

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In thousands, except per share amounts

 

2013

 

2012

 

2011

 

2010

 

2009

 

Statement of Comprehensive Income Data

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

559,609

 

$

581,091

 

$

614,270

 

$

601,283

 

$

585,988

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Labor, production and distribution

 

443,524

 

450,771

 

476,086

 

460,517

 

437,863

 

Advertising, selling, general and administrative

 

54,937

 

51,729

 

50,483

 

48,220

 

43,110

 

Impairment of other intangible assets

 

2,750

 

0

 

0

 

0

 

0

 

Depreciation and amortization

 

15,737

 

15,922

 

15,442

 

17,095

 

21,231

 

Total operating expenses

 

516,948

 

518,422

 

542,011

 

525,832

 

502,204

 

Operating income

 

42,661

 

62,669

 

72,259

 

75,451

 

83,784

 

Interest expense, net

 

2,998

 

3,484

 

2,941

 

2,624

 

7,974

 

Income from continuing operations

 

$

24,441

 

$

35,396

 

$

42,060

 

$

42,641

 

$

46,055

 

Earnings from continuing operations per common share—diluted

 

$

0.39

 

$

0.56

 

$

0.67

 

$

0.66

 

$

0.72

 

Weighted-average common and common equivalent shares outstanding—diluted

 

62,812

 

63,148

 

63,552

 

64,139

 

63,885

 

Other Data

 

 

 

 

 

 

 

 

 

 

 

Cash dividends per share

 

$

0.26

 

$

0.43

 

$

0.32

 

$

0.30

 

$

0.30

 

Capital expenditures

 

$

15,873

 

$

13,461

 

$

22,336

 

$

13,437

 

$

6,053

 

Balance sheet data (at end of period)

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

$

239,305

 

$

205,014

 

$

248,968

 

$

240,677

 

$

231,850

 

Property, plant and equipment, net

 

$

40,711

 

$

44,091

 

$

46,842

 

$

43,203

 

$

44,415

 

Goodwill and other intangibles, net

 

$

400,467

 

$

403,423

 

$

403,668

 

$

403,897

 

$

390,921

 

Total assets

 

$

685,536

 

$

706,212

 

$

703,997

 

$

692,097

 

$

604,886

 

Total debt

 

$

98,000

 

$

110,250

 

$

179,438

 

$

193,000

 

$

239,688

 

Total stockholders’ equity

 

$

349,054

 

$

328,164

 

$

446,355

 

$

437,823

 

$

401,643

 

 

ITEM 7.                                                MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Cautionary Note About Forward-Looking Statements

 

This report, including this Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A), contains “forward-looking statements” within the meaning of the federal securities laws. All such statements are qualified by the cautionary note included under Item 1A above, which is provided pursuant to the safe harbor provisions of Section 27A of the 1933 Act and Section 21E of the 1934 Act.  Actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

 

Overview

 

The following MD&A section is intended to help the reader understand the results of operations and financial condition of Harte-Hanks, Inc. (Harte Hanks).  This section is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes to the financial statements.

 

Harte Hanks is one of the world’s leading, insight-driven multi-channel marketing organizations, delivering impactful business results for some of the world’s best-known brands. Through strategic agencies and our core marketing services, we develop integrated solutions that connect brands with prospects and customers, moving them beyond awareness to transactions and brand loyalty.

 

We offer a wide variety of integrated, multichannel, data-driven solutions for top brands around the globe.  We help our clients gain insight into their customers’ behaviors from their data and use that insight to create innovative multichannel marketing programs to deliver a return on marketing investment.  We believe our clients’ success is determined not only by how good their tools are, but how well we help them use the tools to gain insight and analyze their consumers.  This results in a strong and enduring relationship between our clients and their customers.  We offer a full complement

 

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of capabilities and resources to provide a broad range of marketing services and data management software, in media from direct mail to email, including:

 

·                  agency and digital services;

 

·                  database marketing solutions and business-to-business lead generation;

 

·                  data quality software and services with Trillium Software;

 

·                  direct mail; and

 

·                  contact centers.

 

Previously, Harte Hanks also provided shopper advertising opportunities through our Shoppers segment, which operated in certain California and Florida markets.  On December 31, 2012 we sold the assets of our Florida Shoppers operations, The Flyer, for gross proceeds of $2.0 million.  This transaction resulted in an after-tax loss of $2.7 million.  On September 27, 2013 we sold the assets of our California Shoppers operations, The Pennysaver, for gross proceeds of $22.5 million.  This transaction resulted in an after-tax loss of $12.4 million.  Because Shoppers represented a distinct business unit with operations and cash flows that can clearly be distinguished, both operationally and for financial purposes, from the rest of Harte Hanks, the results of the Shoppers operations are reported as discontinued operations for all periods presented.  Results of the remaining Harte Hanks business are reported as continuing operations.  After these sales, Harte Hanks no longer has any Shoppers operations or circulation.

 

With business operations in several countries, we are affected by the general local, national and international economic and business conditions in the markets where we and our customers operate.  Marketing budgets are often more discretionary in nature, and are easier to reduce in the short-term than other expenses in response to weak economic conditions.  Our revenues are also affected by the economic fundamentals of each industry that we serve, various market factors, including the demand for services by our clients, and the financial condition of and budgets available to specific clients, among other factors.  We remain committed to making the investments necessary to execute our multichannel strategy while also continuing to adjust our cost structure to reduce costs in the parts of the business that are not growing as fast. We believe these actions will improve our profitability in future periods.

 

Our principal operating expense items are labor, postage and transportation.

 

Results of Continuing Operations

 

As discussed in Note N, Discontinued Operations, we sold the assets of our Florida Shoppers operations on December 31, 2012 and the assets of our California Shoppers operations on September 27, 2013.  Therefore, the operating results of both our Florida and California Shoppers, including the losses on the sales, are being reported as discontinued operations in the Consolidated Financial Statements, and are excluded from management’s discussion and analysis of financial condition and results of operations below.

 

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Operating results from our continuing operations were as follows:

 

In thousands, except per
share amounts

 

2013

 

% Change

 

2012

 

% Change

 

2011

 

Revenues

 

$

559,609

 

-3.7

%

$

581,091

 

-5.4

%

$

614,270

 

Operating expenses

 

516,948

 

-0.3

%

518,422

 

-4.4

%

542,011

 

Operating income

 

$

42,661

 

-31.9

%

$

62,669

 

-13.3

%

$

72,259

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

24,441

 

-30.9

%

$

35,396

 

-15.8

%

$

42,060

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS from continuing operations

 

$

0.39

 

-30.6

%

$

0.56

 

-16.3

%

$

0.67

 

 

Year ended December 31, 2013 vs. Year ended December 31, 2012

 

Revenues

 

Revenues decreased $21.5 million, to $559.6 million, in 2013 compared to 2012.  These results reflect the impact of decreased revenues from all of our verticals except for financial, with the retail vertical representing the largest dollar decrease.  Revenues from our retail vertical declined 5% compared to the prior year, reflecting changes by two large customers to less expensive mailing formats.  Our select markets vertical decreased 8%, primarily due to the loss of two customers.  Compared to 2012, our pharmaceutical vertical decreased 6%, high-tech declined 4% and automotive and consumer brands decreased 3%.  Our financial vertical increased 3% over the prior year.

 

Future revenue performance will depend on, among other factors, the overall strength of the national and international economies and how successful we are at maintaining and growing business with existing clients, acquiring new clients and meeting client demands.  We believe that, in the long-term, an increasing portion of overall marketing and advertising expenditures will be moved from other advertising media to the targeted media space, and that our business will benefit as a result.  Targeted media advertising results can be more effectively tracked, enabling measurement of the return on marketing investment.

 

Operating Expenses

 

Overall operating expenses were $516.9 million in 2013, compared to $518.4 million in 2012.  The $1.5 million decrease includes the impact of an impairment loss of $2.8 million related to other intangible assets associated with our Aberdeen business recorded in the third quarter of 2013, offset by a decrease of $4.3 million, or 0.8% in other operating expenses, compared to 2012.

 

Labor costs increased $3.3 million, or 1.2%, primarily due to an increase in headcount and $2.0 million of increased compensation expense related to the retirement of our former Chairman and CEO in the second quarter of 2013 and hiring of his successor in the third quarter of 2013.  Production and distribution costs decreased $10.5 million, or 6.1%, due to decreased mail supply chain costs resulting from decreased fuel costs and decreased outsourced costs resulting from decreased outsourced volumes.  General and administrative expense, excluding the impairment charge, increased $3.2 million, or 6.2%, compared to prior year, reflecting $2.5 million related to a legal settlement and associated fees and $1.7 million of professional consulting services related to strategy development.  Promotional expenses also increased related to a new rebranding launch.  Depreciation and intangible asset and software amortization expense decreased slightly compared to the prior year.

 

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Our largest cost components are labor, outsourced costs and mail supply chain costs.  Each of these costs is somewhat variable and tends to fluctuate with revenues and the demand for our services.  Mail supply chain rates have increased over the last few years due to demand and supply issues within the transportation industry.  Future changes in mail supply chain rates will continue to impact our total production costs and total operating expenses, and may have an impact on future demand for our supply chain management.

 

Postage costs of mailings are borne by our clients and are not directly reflected in our revenues or expenses.

 

Year ended December 31, 2012 vs. Year ended December 31, 2011

 

Revenues

 

Revenues decreased $33.2 million, or 5.4%, in 2012 compared to 2011.  These results reflect the impact of a large, long standing retail customer which changed its marketing strategy to emphasize broadcast at the expense of direct mail.  Despite the shift in strategy and reduced direct mail volumes, this company remains one of our largest customers.  Reduced revenues from this customer represented a little less than half of the overall decline in revenues.  Revenues from our retail vertical declined 1% compared to the prior year as increased spending by other existing retail customers somewhat offset the reduced spending by this customer.  Revenues from our pharmaceutical vertical decreased 16% compared to 2011, reflecting the effect of volume reductions from one long standing customer beginning in the second quarter of 2012, and the loss of another long standing customer in the third quarter of 2012.  Our high-tech vertical declined 9%, representing the largest dollar decrease from the prior year.  Our select vertical declined 12% and our financial vertical declined 3%.  Our automobile and consumer brands vertical remained consistent year over year.

 

Operating Expenses

 

Operating expenses decreased $23.6 million, or 4.4%, in 2012 compared to 2011.  Labor costs decreased $5.8 million, or 2.0%, primarily due to reductions in headcount and temporary labor, decreased incentive compensation and decreased commissions, all as a result of revenue performance.  Production and distribution costs decreased $19.5 million, or 10.2%, due to decreased outsourced costs resulting from decreased outsourced volumes, decreased mail supply chain costs resulting from decreased volumes, and decreased lease costs due to costs recognized in 2011 to terminate a lease.  General and administrative expense increased $1.2 million, or 2.5%, due primarily to an increase in legal fees, increased royalties and increased employee travel and training, partially offset by decreased promotion expense and facilities costs.  Depreciation and intangible asset and software amortization expense increased $0.5 million, or 3.1%, due to increased capital expenditures in 2011.

 

Interest Expense

 

Year ended December 31, 2013 vs. Year ended December 31, 2012

 

Interest expense decreased $0.5 million, or 13.9%, in 2013 compared to 2012, due to a lower interest rate spread and a decreased debt balance as a result of scheduled principal payments on the 2011 Term Loan Facility.

 

Our debt at December 31, 2013 and 2012 is described in Note C, Long-Term Debt, in the Notes to Consolidated Financial Statements.

 

Year ended December 31, 2012 vs. Year ended December 31, 2011

 

Interest expense increased $0.5 million, or 18.5%, in 2012 compared to 2011, due to a higher interest rate spread as a result of the 2011 Term Loan Facility, which replaced the 2006 Term Loan Facility in August 2011.  Interest Expense also increased due to lower average balances and lower returns on

 

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invested cash and cash equivalents in 2012.  This increase was partially offset by lower average debt balances in 2012 due to the maturity and $60.0 million payoff of the 2008 Term Loan in March of 2012.

 

Other Income and Expense

 

Year ended December 31, 2013 vs. Year ended December 31, 2012

 

Other expense, net, declined 98.5% from $2.9 million in 2012.  This change was primarily due to a $0.9 million gain on the sale of our facility in Belgium in the first quarter of 2013, and a $1.1 million change in net foreign currency transaction gains and losses.

 

Year ended December 31, 2012 vs. Year ended December 31, 2011

 

Other expense, net, was $2.9 million in 2012, a $2.2 million change from other income, net of $0.8 million in 2011.  This change was primarily due to a $2.3 million change in net foreign currency transaction gains and losses.

 

Income Taxes

 

Year ended December 31, 2013 vs. Year ended December 31, 2012

 

Our income tax expense of $15.2 million for 2013 resulted in an effective income tax rate of 38.3%.  Benefiting our expense were various state-enacted legislation changes to our effective state income tax rates.  The federal tax effected benefit of these changes was $1.5 million.  Unfavorably impacting our expense was our limitation on using foreign tax credits to fully offset the incremental tax resulting from dividends paid by a foreign subsidiary to our U.S. operations.  The impact of this limitation was an increase to expense of $1.1 million.  Excluding the federal tax effected state tax benefit of enacted legislation and the foreign tax credit limitation, 2013 tax expense would have been $15.6 million with an effective tax rate of 39.4%.  This compares to an income tax expense of $20.8 million for 2012 that resulted in an effective income tax rate of 37.0%.  Our 2012 results reflect the benefit of a Florida Shoppers state net operating loss being attributed to continuing operations. Excluding the benefit related to the Florida net operating loss, 2012 tax expense would have been $21.8 million with an effective tax rate of 38.8%.

 

Year ended December 31, 2012 vs. Year ended December 31, 2011

 

Our income tax expense of $20.8 million for 2012 resulted in an effective income tax rate of 37.0%.  The income tax expense for 2012 reflects the January 1, 2012 net operating loss related to the Florida Shoppers operations now attributed to and being utilized by continuing operations.  Excluding the benefit related to the Florida net operating loss, 2012 tax expense would have been $21.8 million with an effective tax rate of 38.8%.  This compares to an income tax expense of $26.5 million and an effective tax rate 38.6% for 2011.

 

Income/Earnings Per Share from Continuing Operations

 

Year ended December 31, 2013 vs. Year ended December 31, 2012

 

We recorded income from continuing operations of $24.4 million and diluted earnings per share from continuing operations of $0.39.  Excluding the pretax impairment charge, income and diluted earnings per share from continuing operations in 2013 would have been $26.1 million and $0.42, respectively.  These results compare to income from continuing operations of $35.4 million and diluted earnings per share from continuing operations of $0.56 per share in 2012.  The decrease in income from continuing operations, excluding the impairment charge, is primarily a result of decreased operating income and general corporate expense.

 

Year ended December 31, 2012 vs. Year ended December 31, 2011We recorded income from continuing operations of $35.4 million and diluted earnings per share from continuing operations of $0.56 in 2012.  These results compare to income from continuing operations of $42.1 million and

 

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diluted earnings per share from continuing operations of $0.67 per share in 2011.  The decrease in income from continuing operations is primarily a result of decreased operating income and tax expense, changes in net foreign currency transaction gains and losses, and increased general corporate expense.

 

Economic Climate and Impact on our Financial Statements

 

As discussed above, we sold the assets of the California Shoppers operations on September 27, 2013.  The business and economic climate in California had a negative impact on our Shoppers’ operations and cash flows, and therefore, the cash proceeds received at sale.  The loss on sale of these assets is reflected in the discontinued operations results throughout our financial statements.  In addition, as a result of a significant decrease in forecasted revenues, management completed an evaluation of the Aberdeen trade name intangible asset as of September 30, 2013.  A discounted cash flow model was used to calculate the fair value of the Aberdeen trade name.  The significant assumptions used in this method included the (i) revenue growth rates for the Aberdeen Group, (ii) discount rate, (iii) tax rate and (iv) royalty rate.  Harte Hanks recorded a non-cash trade name intangible asset impairment charge of $2.8 million.  The impairment charge is included in Intangible impairment in the Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2013.

 

Liquidity and Capital Resources

 

Sources and Uses of Cash

 

As of December 31, 2013, cash and cash equivalents were $88.7 million, increasing from $49.4 million from cash and cash equivalents at December 31, 2012.  This net decrease was a result of net cash provided by operating activities of $59.6 million and net cash provided by investing activities of $10.4 million, offset by net cash used in financing activities of $30.0 million.

 

Operating Activities

 

Net cash provided by operating activities in 2013 was $59.6 million, compared to $76.4 million in 2012.  The $16.8 million year-over-year decrease was attributable to the changes within working capital assets and liabilities.

 

In 2013, our principal working capital changes, which directly affected net cash provided by operating activities, were as follows:

 

·                  A decrease in accounts receivable attributable to collection of the December 31, 2012 receivables as well as lower revenues in the fourth quarter of 2013 compared to the fourth quarter of 2012.  Days sales outstanding were approximately 72 days at December 31, 2013, which decreased from 74 days at December 31, 2012;

 

·                  An increase in inventory due to purchasing and holding higher levels of print material inventory in current periods in advance of increases in print material prices;

 

·                  An increase in prepaid expenses and other current assets due to timing of payments;

 

·                  A decrease in accounts payable due to lower overall production and distribution expense in the fourth quarter of 2013 than in the fourth quarter of 2012;

 

·                  An increase in accrued payroll and related expenses due to higher severance expenses accrued at December 31, 2013 than at December 31, 2012;

 

·                  An increase in customer postage and program deposits due to the timing of customer deposits;

 

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·                  An increase in income taxes payable due to overpayment of estimated taxes payments in 2012 that drove down the liability in that year.  The overpayment was the result of the loss on the sale of Florida Shoppers operations at the end of 2012; and,

 

·                  An decrease in cash provided by discontinued ops as a result of the sale of Shoppers.

 

Investing Activities

 

Net cash provided by investing activities was $10.4 million in 2013, compared to net cash used in investing activities of $13.3 million in 2012.  The $23.7 million increase is primarily the result of the $22.5 million proceeds from the sale of Shoppers in 2013.

 

Financing Activities

 

Net cash used in financing activities was $30.0 million in 2013 compared to $99.8 million in 2012.  The $69.8 million decrease is attributable to $56.9 million in lower net debt repayments in 2013 than in 2012. The additional dividend in the fourth quarter of 2012 also contributed to this decrease.

 

Credit Facilities

 

On March 7, 2008, we entered into a four-year $100 million term loan facility (2008 Term Loan Facility) with Wells Fargo Bank, N.A., as Administrative Agent.  The 2008 Term Loan Facility matured on March 7, 2012, at which time we paid the remaining outstanding principal of $60.0 million using cash on hand.

 

On August 12, 2010, we entered into a three-year $70 million revolving credit facility (2010 Revolving Credit Facility) with Bank of America, N.A., as Administrative Agent.  The 2010 Revolving Credit Facility matured on August 12, 2013.

 

On August 16, 2011, we entered into a five-year $122.5 million term loan facility (2011 Term Loan Facility) with Bank of America, N.A., as Administrative Agent.  The 2011 Term Loan Facility matures on August 16, 2016.  For each borrowing under the 2011 Term Loan Facility, we can generally choose to have the interest rate for that borrowing calculated based on either (i) the LIBOR rate (as defined in the 2011 Term Loan Facility) for the applicable interest period, plus a spread (ranging from 2.00% to 2.75% per annum) based on our total net funded debt-to-EBITDA ratio (as defined in the 2011 Term Loan Facility) then in effect; or (ii) the highest of (a) the Agent’s prime rate, (b) the BBA daily floating rate LIBOR, as determined by Agent for such date, plus 1.00%, and (c) the Federal Funds Rate plus 0.50%, plus a spread (ranging from 1.00% to 1.75% per annum) based on our total net funded debt-to-EBITDA ratio then in effect.  We may elect to prepay the 2011 Term Loan Facility at any time without incurring any prepayment penalties.  At December 31, 2013, we had $98.0 million outstanding under the 2011 Term Loan Facility.

 

On August 8, 2013, we entered into a three-year $80 million revolving credit facility, a $25 million letter of credit sub-facility and a $5 million swing line loan sub-facility (2013 Revolving Credit Facility) by amending and restating the 2010 Revolving Credit Facility agreements.  The 2013 Revolving Credit Facility permits us to request up to a $15 million increase in the total amount of the facility, and matures on August 16, 2016.  The 2013 Revolving Credit Facility replaces the 2010 Revolving Credit Facility, under which Harte Hanks had no borrowings as of August 8, 2013, except for letters of credit totaling approximately $9.5 million.  For each borrowing under the 2013 Revolving Credit Facility, we can generally choose to have the interest rate for that borrowing calculated on either (i) the Eurodollar rate for the applicable interest period plus a spread which is determined based on our total net debt-to-EBITDA ratio then in effect, which ranges from 2.25% to 3.00% per annum; or (ii) the highest of (a) the Agent’s prime rate, (b) the Federal Funds Rate plus 0.50% per annum, (c) Eurodollar rate plus 1.00% per annum, plus a spread which is determined based on our total debt-to-EBITDA ratio then in effect, which spread ranges from 1.25% to 2% per annum.  We are also required to pay a quarterly

 

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commitment fee under the 2013 Revolving Credit Facility. The rate of which is applied to the amount equal to the difference of the total commitment amount under the 2013 Revolving Credit Facility less the aggregate amount of outstanding obligations under such facility.  The commitment fee rate ranges from 0.50% to 0.55% per annum, depending on our total net debt-to-EBITDA ratio then in effect.  In addition, we pay a letter of credit fee with respect to outstanding letters of credit.  That fee is calculated by applying a rate equal to the spread applicable to Eurodollar based loans plus a fronting fee of 0.125% per annum to the average daily undrawn amount of the outstanding letters of credit.  We may elect to prepay the 2013 Revolving Credit Facility at any time without incurring any prepayment penalties.

 

Under all of our credit facilities we are required to maintain an interest coverage ratio of not less than 2.75 to 1 and a total debt-to-EBITDA ratio of not more than 2.25 to 1.  The credit facilities also contain customary covenants restricting our and our subsidiaries’ ability to:

 

·                  authorize distributions, dividends, stock redemptions and repurchases if a payment event of default has occurred and is continuing;

 

·                  enter into certain merger or liquidation transactions;

 

·                  grant liens;

 

·                  enter into certain sale and leaseback transactions;

 

·                  have foreign subsidiaries account for more than 25% of the consolidated revenue, or 20% of the assets of Harte Hanks and its subsidiaries, in the aggregate;

 

·                  enter into certain transactions with affiliates; and

 

·                  allow the total indebtedness of Harte Hanks’ subsidiaries to exceed $20.0 million.

 

The credit facilities each also include customary covenants regarding reporting obligations, delivery of notices regarding certain events, maintaining our corporate existence, payment of obligations, maintenance of our properties and insurance thereon at customary levels with financially sound and reputable insurance companies, maintaining books and records and compliance with applicable laws.  The credit facilities each also provide for customary events of default including nonpayment of principal or interest, breach of representations and warranties, violations of covenants, failure to pay certain other indebtedness, bankruptcy and material judgments and liabilities, certain violations of environmental laws or ERISA or the occurrence of a change of control.  Our material domestic subsidiaries have guaranteed the performance of Harte Hanks under our credit facilities.  As of December 31, 2013, we were in compliance with all of the covenants of our credit facilities.

 

Contractual Obligations

 

Contractual obligations at December 31, 2013 are as follows:

 

In thousands

 

Total

 

2014

 

2015

 

2016

 

2017

 

2018

 

Thereafter

 

Debt

 

$

98,000

 

$

15,313

 

$

18,375

 

$

64,312

 

$

0

 

$

0

 

$

0

 

Interest on debt (1)

 

4,547

 

2,045

 

1,666

 

836

 

0

 

0

 

0

 

Operating leases

 

38,922

 

13,513

 

8,873

 

5,655

 

4,452

 

3,220

 

3,209

 

Capital leases

 

461

 

257

 

97

 

61

 

32

 

14

 

0

 

Deferred compensation liability

 

2,162

 

1,811

 

351

 

0

 

0

 

0

 

0

 

Unfunded pension plan benefit payments

 

16,305

 

1,572

 

1,536

 

1,530

 

1,601

 

1,593

 

8,473

 

Other long-term obligations

 

791

 

646

 

81

 

64

 

0

 

0

 

0

 

Total contractual cash obligations

 

$

161,188

 

$

35,157

 

$

30,979

 

$

72,458

 

$

6,085

 

$

4,827

 

$

11,682

 

 


(1)  Future interest amounts were estimated using the December 31, 2013 effective rate on our outstanding debt of 2.17%.

 

At December 31, 2013, we had total letters of credit in the amount of $7.7 million.  No amounts were drawn against these letters of credit at December 31, 2013.  These letters of credit renew annually

 

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and exist to support insurance programs relating to workers’ compensation, automobile and general liability.  We had no other off-balance sheet arrangements at December 31, 2013.

 

Dividends

 

We paid a quarterly dividend of 8.5 cents per share in each of the last three quarters of 2013.  We paid two 8.5 cents per share dividends in the fourth quarter of 2012, the second of which was a one-time acceleration of the regular quarterly dividend we would have ordinarily paid in the first quarter of 2013.  We currently plan to pay a quarterly dividend of 8.5 cents per share in each quarter of 2014, although any actual dividend declaration can be made only upon, and subject to, approval of our Board of Directors, based on its business judgment.  Except for the one-time acceleration of the first quarter 2013 dividend, we have paid consecutive quarterly dividends since the first quarter of 1995.

 

Share Repurchase

 

During 2013, we repurchased 0.2 million shares of our common stock for $1.7 million under our stock repurchase program that was publicly announced in August 2012.  Under this program our Board of Directors has authorized us to spend up to $10.0 million to repurchase shares of our outstanding common stock.  At December 31, 2013, we had authorization to spend $3.9 million to repurchase additional shares under this program.  From 1997 through December 2013, we have supported our stockholders by spending more than $1.2 billion to repurchase 65.8 million shares under this program and previously announced programs.

 

Outlook

 

We consider such factors as total cash and cash equivalents, current assets, current liabilities, total debt, revenues, operating income, cash flows from operations, investing activities and financing activities when assessing our liquidity.  Our primary sources of liquidity have been cash and cash equivalents on hand and cash generated from operating activities.  Our management of cash is designed to optimize returns on cash balances and to ensure that it is readily available to meet our operating, investing and financing requirements as they arise.  Capital resources are also available from and provided through our 2013 Revolving Credit Facility, subject to the terms and conditions of that facility.

 

The amount of cash on hand and borrowings available under our 2013 Revolving Credit Facility are influenced by a number of factors, including fluctuations in our operating results, revenue growth, accounts receivable collections, working capital changes, capital expenditures, tax payments, share repurchases, pension plan contributions, acquisitions and dividends.

 

As of December 31, 2013, we had $72.5 million of unused borrowing capacity under our 2013 Revolving Credit Facility (which matures on August 16, 2016) and a cash balance of $88.7 million.  Based on our current operational plans, we believe that our cash on hand, cash provided by operating activities, and availability under the 2013 Revolving Credit Facility will be sufficient to fund operations, anticipated capital expenditures, payments of principal and interest on our borrowings, dividends on our common stock and pension contributions for the next 12 months.  Nevertheless, we cannot predict the impact on our business performance of the economic climate in the U.S. and other economies in which we operate.  A lasting economic recession in the U.S. and other economies could have a material adverse effect on our business, financial position or operating results.

 

Critical Accounting Policies

 

Critical accounting policies are defined as those that, in our judgment, are most important to the portrayal of our company’s financial condition and results of operations and which require complex or subjective judgments or estimates.  The areas that we believe involve the most significant management estimates and assumptions are detailed below. Actual results could differ materially

 

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from those estimates under different assumptions and conditions. Historically, actual results have not differed significantly from our estimates.

 

Revenue Recognition

 

We recognize revenue when all of the following criteria are satisfied:  (i) persuasive evidence of an arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) the service has been performed or the product has been delivered.

 

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.

 

Our accounting policy for revenue recognition has an impact on our reported results and relies on certain estimates that require judgments on the part of management.  The portion of our revenue that is most subject to estimates and judgments is revenue recognized using the proportional performance method, as discussed below.

 

Revenue is derived from a variety of services and products, and may be billed at hourly rates, monthly rates or a fixed price.  For all sales, we require either a purchase order, a statement of work signed by the client, a written contract, or some other form of written authorization from the client.

 

Revenue from agency and creative services, analytical services and market research is typically billed based on time and materials or at a fixed price.  If billed at a fixed price, revenue is recognized on a proportional performance basis as the services specified in the arrangement are performed.  In most cases, proportional performance is based on the ratio of direct costs incurred to total estimated costs where the costs incurred, primarily labor hours and outsourced services, represent a reasonable surrogate for output measures or contract performance.  For fixed fee market research revenue streams, revenue is recognized in proportion to the value of service provided based on output criteria.

 

Revenue from email marketing, social media marketing and other digital solutions is recognized as the work is performed.  Revenue from these services is typically based on a fixed price or rate given to the client.

 

Revenue associated with new marketing database builds is deferred until complete or until client acceptance.  Upon completion or acceptance, revenue and direct build costs are then recognized over the term of the related arrangement as the services are provided.  Revenue from database and website hosting services is recognized ratably over the contractual hosting period.  Pricing for database builds are typically based on a fixed price and hosting fees are typically based on a fixed price per month or per contract.

 

Revenue from technology database subscriptions is based on a fixed price and is recognized ratably over the term of the subscription.  Revenue from stand-alone technology data sales is recognized at the time of delivery.

 

Revenue from services such as data processing, printing, personalization of communication pieces using laser and inkjet printing, targeted mail, and transportation logistics is recognized as the work is performed.  Revenue from these services is typically based on a fixed price or rate given to the client.  Postage costs of mailings in our direct mail business are borne by our clients and are not directly reflected in our revenues or expenses.

 

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Revenue related to fulfillment and contact centers, including inbound and outbound calling and email management, is also typically based on a fixed price per transaction or service provided.  Revenue from these services is recognized as the service or activity is performed.

 

Revenue from software arrangements involving multiple elements is allocated to each element based on the vendor-specific objective evidence of fair values of the respective elements.  For software sales with multiple elements (for example, software licenses with undelivered post-contract customer support or “PCS”), we allocate revenue to each component of the arrangement using the residual value method based on the fair value of the undelivered elements.  This means we defer revenue from the software sale equal to the fair value of the undelivered elements.  The fair value of PCS is based upon separate sales of renewals to other clients.  The fair value of services, such as training and consulting, is based upon separate sales of these services to other clients.

 

The revenue allocated to PCS is recognized ratably over the term of the support period.  Revenue allocated to professional services is recognized as the services are performed.  The revenue allocated to software products, including time-based software licenses, is recognized, if collection is probable, upon execution of a licensing agreement and shipment of the software or ratably over the term of the license, depending on the structure and terms of the arrangement.  If the licensing agreement is for a term of one year or less and includes PCS, we recognize the software and the PCS revenue ratably over the term of the license.

 

For certain non-software arrangements, we enter into contracts that include delivery of a combination of two or more of our service offerings.  Such arrangements are divided into separate units of accounting, provided that the delivered element(s) has stand-alone value and objective and reliable evidence of the fair value of the undelivered element(s) exist(s).

 

When we are able to unbundle the arrangement into separate units of accounting, revenue from each service is recognized separately, and in accordance with our revenue recognition policy for each element.  If we are unable to unbundle the arrangement into separate units of accounting, we apply one of the revenue recognition policies to the entire arrangement. This might impact the timing of revenue recognition, but would not change the total revenue recognized from the arrangement.

 

Taxes collected from customers and remitted to governmental authorities are not reflected in our revenues or expenses.

 

Allowance for Doubtful Accounts

 

We maintain our allowance for doubtful accounts at a balance adequate to reduce accounts receivable to the amount of cash expected to be realized upon collection.  The methodology used to determine the minimum allowance balance is based on our prior collection experience and is generally related to the accounts receivable balance in various aging categories.  The balance is also influenced by specific clients’ financial strength and circumstance.  Accounts that are determined to be uncollectible are written off in the period in which they are determined to be uncollectible.  Periodic changes to the allowance balance are recorded as increases or decreases to bad debt expense, which is included in the “Advertising, selling, general and administrative” line of our Consolidated Statements of Comprehensive Income (Loss).  We recorded bad debt expense of $0.0 million, $0.7 million and $0.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.  At December 31, 2013 and 2012, our allowance for doubtful accounts was $1.7 million and $2.8 million, respectively.  While we believe our reserve estimate to be appropriate, we may find it necessary to adjust the allowance for doubtful accounts if future bad debt expense exceeds the estimated reserve.  Given the significance of accounts receivable to the consolidated financial statements, the determination of net realizable values is considered to be a critical accounting estimate.

 

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Reserve for Healthcare, Workers’ Compensation, Automobile and General Liability

 

We are self-insured for our workers’ compensation, automobile, general liability and a portion of our healthcare insurance. We make various subjective judgments about a number of factors in determining our reserve for healthcare, workers’ compensation, automobile and general liability insurance, and the related expense.  Our deductible for individual healthcare claims is $0.3 million.  Our deductible for workers’ compensation is $0.5 million.  We have a $0.3 million deductible for automobile and general liability claims.  Our insurance administrator provides us with estimated loss reserves, based upon its experience dealing with similar types of claims, as well as amounts paid to date against these claims.  We apply actuarial factors to both insurance estimated loss reserves and to paid claims and then determine reserve levels, taking into account these calculations.  At December 31, 2013 and 2012, our reserve for healthcare, workers’ compensation, automobile and general liability was $12.8 million and $11.4 million, respectively.  If ultimate losses were 10% higher than our estimate at December 31, 2013, net income would be impacted by approximately $0.5 million, net of taxes.  The amount that earnings would be impacted is dependent on the claim year and our deductible levels for that plan year.  Periodic changes to the reserve for workers’ compensation, automobile and general liability are recorded as increases or decreases to insurance expense, which is included in the “Advertising, selling, general and administrative” line of our Consolidated Statements of Comprehensive Income (Loss).  Periodic changes to the reserve for healthcare are recorded as increases or decreases to employee benefits expense, which is included in the “Labor” line of our Consolidated Statements of Comprehensive Income (Loss).

 

Goodwill and Other Intangible Assets

 

Goodwill is recorded to the extent that the purchase price of an acquisition exceeds the fair value of the identifiable net assets acquired.  Other intangibles with definite and indefinite useful lives are recorded at fair value at the date of the acquisition.  We assess the impairment of our goodwill and other intangible assets by determining the fair value of each of our reporting units and comparing the fair value to the carrying value for each reporting unit.  Determining fair value requires the exercise of significant judgments, including judgments about appropriate discount rates, the amount and timing of expected future cash flows, and perpetual growth rates.

 

As a result of a significant decrease in forecasted revenues and an overall strategic assessment of the related operations, management completed an evaluation of the Aberdeen trade name as of September 30, 2013.  A discounted cash flow model was used to calculate the fair value of the Aberdeen trade name.  The significant assumptions used in this method included the (i) revenue growth rates for Aberdeen, (ii) discount rate, (iii) tax rate and (iv) royalty rate.  These assumptions are considered Level 3 inputs under the fair value hierarchy established by FASB ASC 820, Fair Value Measurements and Disclosures.  Harte Hanks recorded a non-cash trade name intangible asset impairment charge of $2.8 million.  The impairment charge is included in Impairment of other intangible assets in the Consolidated Statements of Comprehensive Income (Loss) in the third quarter of 2013.

 

We performed our annual goodwill impairment testing as of November 30, 2013.  In 2013, overall fair value was compared to overall market capitalization. In addition, and consistent with prior periods, fair value was determined using a discounted cash flow model and a cash flow multiple model. Based on the results of our November 30, 2013 impairment tests, we did not record any additional impairment losses in 2013 related to goodwill and other intangible assets.  We did not record an impairment loss related to goodwill for our continuing operations in 2012 or 2011.

 

The Company continues to monitor potential triggering events, including changes in the business climate in which it operates, attrition of key personnel, the current volatility in the capital markets, the

 

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Company’s market capitalization compared to its book value, the Company’s recent operating performance, and the Company’s financial projections.  The occurrence of one or more triggering events could require additional impairment testing, which could result in additional impairment charges.

 

A summary of the critical assumptions utilized for our impairment testing in 2013 are outlined above. We believe this information, coupled with our sensitivity analysis, provide relevant information to understand our goodwill impairment testing and evaluate our goodwill balances.

 

For the annual goodwill impairment tests performed in 2013, we did not significantly change the methodology used in 2012 to determine the fair value of our reporting units.  We made changes to certain assumptions utilized in the models for 2012 compared with the prior year due to the applicable economic environments, affecting our business.

 

Sensitivity Analysis

 

The following is a sensitivity analysis on the impact of changes in certain assumptions to our overall conclusion concerning impairment of our goodwill balances.

 

The estimated fair value of our reporting unit was significantly above its carrying value.

 

In order to analyze the sensitivity of our assumptions on the results of our intangible assets impairment assessment, we determined the impact that a hypothetical 15% reduction in fair value would have on our conclusions.  A 15% decline in fair value would not result in the reporting unit’s carrying value to be in excess of its fair value.

 

The determination of the recoverability of goodwill requires significant judgment and estimates regarding future cash flows and fair values.  These estimates are subject to change and could result in impairment losses being recognized in the future.  If different reporting units or different valuation methodologies had been used, the impairment test results could have differed.

 

Stock-based Compensation

 

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period.  Determining the fair value of share-based awards requires judgment, including in some cases estimating expected term, volatility and dividend yield.  In addition, judgment is required in estimating the amount of stock-based awards that are expected to be forfeited.  If actual results differ significantly from some of these estimates, stock-based compensation expense and our results of operations could be materially impacted.  For the years ended December 31, 2013, 2012 and 2011, we recorded total stock-based compensation expense of $5.6 million, $3.2 million and $3.5 million, respectively.

 

Recent Accounting Pronouncements

 

As discussed in Note A of the Notes to Consolidated Financial Statements, certain new financial accounting pronouncements have been issued which either have already been reflected in the accompanying consolidated financial statements, or will become effective for our financial statements at various dates in the future.  The adoptions of these new accounting pronouncements have not and are not expected to have a material effect on our consolidated financial statements.

 

ITEM 7A.                                       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Market risk includes the risk of loss arising from adverse changes in market rates and prices.  We face market risks related to interest rate variations and to foreign exchange rate variations.  From time to time, we may utilize derivative financial instruments to manage our exposure to such risks.

 

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We are exposed to market risk for changes in interest rates related to our credit facilities.  Our earnings are affected by changes in short-term interest rates as a result of our credit facilities, which bear interest at variable rates based on LIBOR rates (effective 30 day LIBOR rate of 0.17% at December 31, 2013).  The five-year 2011 Term Loan Facility has a maturity date of August 16, 2016.  At December 31, 2013, our debt balance related to the 2011 Term Loan Facility was $98.0 million.  The three-year $80 million 2013 Revolving Credit Facility has a maturity date of August 16, 2016.  At December 31, 2013, we did not have any debt outstanding under the 2013 Revolving Credit Facility.

 

Assuming the actual level of borrowings throughout 2013, and assuming a one percentage point change in the average interest rates, we estimate that our net income for 2013 would have changed by approximately $0.6 million.  Due to our overall debt level and cash balance at December 31, 2013, anticipated cash flows from operations, and the various financial alternatives available to us should there be an adverse change in interest rates, we do not believe that we currently have significant exposure to market risks associated with changing interest rates.  At this time we are entered into any interest rate swap or other derivative instruments to hedge the effects of adverse fluctuations in interest rates.

 

Our earnings are also affected by fluctuations in foreign currency exchange rates as a result of our operations in foreign countries.  Our primary exchange rate exposure is to the Euro, British pound sterling, Australian dollar and Philippine peso.  We monitor these risks throughout the normal course of business.  The majority of the transactions of our U.S. and foreign operations are denominated in the respective local currencies.  Changes in exchange rates related to these types of transactions are reflected in the applicable line items making up operating income in our Consolidated Statements of Comprehensive Income (Loss).  Due to the current level of operations conducted in foreign currencies, we do not believe that the impact of fluctuations in foreign currency exchange rates on these types of transactions is significant to our overall annual earnings.  A smaller portion of our transactions are denominated in currencies other than the respective local currencies.  For example, intercompany transactions that are expected to be settled in the near-term are denominated in U.S. dollars.  Since the accounting records of our foreign operations are kept in the respective local currency, any transactions denominated in other currencies are accounted for in the respective local currency at the time of the transaction.  Any foreign currency gain or loss from these transactions, whether realized or unrealized, results in an adjustment to income, which is recorded in “Other, net” in our Consolidated Statements of Comprehensive Income (Loss).  Transactions such as these amounted to $0.6 million in pre-tax currency transaction losses in 2013.  At this time we are not entered into any foreign currency forward exchange contracts or other derivative instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.

 

We do not enter into derivative instruments for any purpose other than cash flow hedging. We do not speculate using derivative instruments.

 

ITEM 8.                                                FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The Financial Statements required to be presented under Item 8 are presented in the Consolidated Financial Statements and the notes thereto beginning at page F-1 of this Form 10-K (Financial Statements).

 

ITEM 9.                                                CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

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ITEM 9A.                                       CONTROLS AND PROCEDURES

 

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the 1934 Act).  It should be noted that, because of inherent limitations, our disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the disclosure controls and procedures are met.  Based upon that evaluation, the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer concluded that the design and operation of these disclosure controls and procedures were effective, at the “reasonable assurance” level, to ensure information required to be disclosed by us in the reports that we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

 

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, of our internal control over financial reporting to determine whether any changes occurred during the fourth quarter of 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  Based on that evaluation, there were no changes in our internal control over financial reporting or in other factors that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. We may make changes in our internal control processes from time to time in the future. It should also be noted that, because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements, and controls may become inadequate because of changes in conditions or in the degree of compliance with the policies or procedures.

 

Management’s Report on Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements and Internal Control Over Financial Reporting are set forth in the Consolidated Financial Statements beginning on page F-1.

 

ITEM 9B.                                       OTHER INFORMATION

 

None.

 

PART III

 

Some of the information required by Items 10 through 14 of this Part III is incorporated by reference from our definitive proxy statement to be filed for our 2014 annual meeting of stockholders (2014 Proxy Statement), as indicated below.  Our 2014 Proxy Statement will be filed with the SEC not later than 120 days after December 31, 2013.  Because the 2014 Proxy Statement has not yet been finalized and filed, there may be certain discrepancies between the currently anticipated section headings specified below and the final section headings contained in the 2014 Proxy Statement.

 

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ITEM 10.                                         DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Directors and Executive Officers

 

The information required by this item regarding our directors and executive officers will be set forth in our 2014 Proxy Statement under the caption “Directors and Executive Officers”, which information is incorporated herein by reference.

 

Section 16(a) Compliance

 

The information to appear in our 2014 Proxy Statement under the caption “General Information - Section 16(a) Beneficial Ownership Reporting Compliance” is incorporated herein by reference.

 

Code of Ethics and Other Governance Information

 

The information required by this item regarding the Supplemental Code of Ethics for our Senior Financial Officers (Code of Ethics), audit committee financial experts, audit committee members and procedures for stockholder recommendations of nominees to our Board of Directors will be set forth in our 2014 Proxy Statement under the caption “Corporate Governance”, which information is incorporated herein by reference.

 

Our Code of Ethics may be found on our website at www.HarteHanks.com by clicking on the link “Who We Are” and then the link “Corporate Governance,” and a copy of our Code of Ethics is also available in print, without charge, upon written request to Harte Hanks, Inc., Attn: Corporate Secretary, 9601 McAllister Freeway, Suite 610, San Antonio, Texas 78216. In accordance with the rules of the NYSE and the SEC, we currently intend to disclose any future amendments to our Code of Ethics, or waivers from our Code of Ethics for our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, by posting such information on our website (www.HarteHanks.com) within the time period required by applicable SEC and NYSE rules.

 

Management Certifications

 

In accordance with the Sarbanes-Oxley Act of 2002 and SEC rules thereunder, our Chief Executive Officer and Chief Financial Officer have signed certifications under Sarbanes-Oxley Section 302, which have been filed as exhibits to this Form 10-K.  In addition, our Chief Executive Officer submitted his most recent annual certification to the NYSE under Section 303A.12(a) of the NYSE listing standards on June 28, 2013.

 

ITEM 11.                                         EXECUTIVE COMPENSATION

 

The information required by this item regarding the compensation of our “named executive officers” and directors and other required information will be set forth in our 2014 Proxy Statement under the captions “Executive Compensation,” and “Director Compensation,” which information is incorporated herein by reference. In accordance with the rules of the SEC, information to be contained in the 2014 Proxy Statement under the caption “Compensation Committee Report” is not deemed to be “filed” with the SEC or subject to the liabilities of the 1934 Act.

 

ITEM 12.                                         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

Beneficial Ownership Tables

 

The information required by this item regarding security ownership of certain beneficial owners, management and directors will be set forth in our 2014 Proxy Statement under the caption “Security Ownership of Management and Principal Stockholders,” which information is incorporated herein by reference.

 

Equity Compensation Plan Information

 

The information required by this item regarding securities authorized for issuance under equity compensation plans will be set forth in our 2014 Proxy Statement under the caption “Executive

 

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Compensation - Equity Compensation Plan Information at Year-End 2013,” which information is incorporated herein by reference.

 

ITEM 13.                                         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Transactions with Related Persons

 

The information required by this item regarding transactions with related persons, including our policies and procedures for the review, approval or ratification of related person transactions that are required to be disclosed under the SEC’s rules and regulations, will be set forth in our 2014 Proxy Statement under the caption “Corporate Governance - Certain Relationships and Related Transactions,” which information is incorporated herein by reference.

 

Director Independence

 

The information required by this item regarding director independence will be set forth in our 2014 Proxy Statement under the caption “Corporate Governance—Independence of Directors,” which information is incorporated herein by reference.

 

ITEM 14.                                         PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The information required by this item regarding the audit committee’s pre-approval policies and procedures and the disclosures of fees billed by our principal independent auditor will be set forth in our 2014 Proxy Statement under the caption “Audit Committee and Independent Registered Public Accounting Firm,” which information is incorporated herein by reference.

 

PART IV

 

ITEM 15.                                         EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

15(a)(1)                                                    Financial Statements

 

The financial statements filed as part of this report and referenced in Item 8 are presented in the Consolidated Financial Statements and the notes thereto beginning at page F-1 of this Form 10-K (Financial Statements).

 

15(a)(2)                                                    Financial Statement Schedules

 

All schedules for which provision is made in the applicable rules and regulations of the SEC have been omitted as the schedules are not required under the related instructions, are not applicable, or the information required thereby is set forth in the Consolidated Financial Statements or notes thereto.

 

15(a)(3)                                                    Exhibits

 

The Exhibit Index following the Notes to Consolidated Financial Statements in this Form 10-K lists the exhibits that are filed or furnished, as applicable, as part of this Form 10-K.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Harte Hanks, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

HARTE-HANKS, INC.

 

 

 

By:

/s/ Robert A. Philpott

 

 

Robert A. Philpott

 

 

President and Chief Executive Officer

 

 

 

 

Date: March 11, 2014

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

/s/ Robert A. Philpott

 

/s/ Douglas C. Shepard

Robert A. Philpott

 

Douglas C. Shepard

Director; President and

 

Executive Vice President and

Chief Executive Officer

 

Chief Financial Officer

Date: March 11, 2014

 

Date: March 11, 2014

 

 

 

/s/ Carlos M. Alvarado

 

/s/ Christopher M. Harte

Carlos M. Alvarado

 

Christopher M. Harte, Chairman

Vice President, Finance and

 

Date: March 11, 2014

Corporate Controller

 

 

Date: March 11, 2014

 

 

 

 

 

/s/ Stephen E. Carley

 

/s/ Scott C. Key

Stephen E. Carley, Director

 

Scott C. Key, Director

Date: March 11, 2014

 

Date: March 11, 2014

 

 

 

/s/ David L. Copeland

 

/s/ Judy C. Odom

David L. Copeland, Director

 

Judy C. Odom, Director

Date: March 11, 2014

 

Date: March 11, 2014

 

 

 

/s/ William F. Farley

 

/s/ Karen A. Puckett

William F. Farley, Director

 

Karen A. Puckett, Director

Date: March 11, 2014

 

Date: March 11, 2014

 

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Harte-Hanks, Inc. and Subsidiaries

Index to Consolidated Financial Statements

 

Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements and Internal Control Over Financial Reporting

F-2

 

 

Management’s Report on Internal Control Over Financial Reporting

F-3

 

 

Consolidated Balance Sheets as of December 31, 2013 and 2012

F-4

 

 

Consolidated Statements of Comprehensive Income (Loss) for each of the years in the three-year period ended December 31, 2013

F-5

 

 

Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2013

F-6

 

 

Consolidated Statements of Changes in Equity for each of the years in the three-year period ended December 31, 2013

F-7

 

 

Notes to Consolidated Financial Statements

F-8

 

All schedules for which provision is made in the applicable rules and regulations of the SEC have been omitted as the schedules are not required under the related instructions, are not applicable, or the information required thereby is set forth in the consolidated financial statements or notes thereto.

 

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Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Stockholders

Harte-Hanks, Inc.:

 

We have audited the accompanying consolidated balance sheets of Harte-Hanks, Inc. and subsidiaries (the Company) as of December 31, 2013 and 2012, and the related consolidated statements of comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2013. We also have audited the Company’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control — Integrated Framework (1992), issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

 

Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Harte-Hanks, Inc. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Harte-Hanks, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control — Integrated Framework (1992), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

/s/ KPMG LLP

 

 

 

 

 

San Antonio, Texas

 

March 11, 2014

 

 

F-2



Table of Contents

 

Management’s Report on Internal Control Over Financial Reporting

 

We are responsible for the preparation and integrity of the consolidated financial statements appearing in our Annual Report.  The consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles and include amounts based on management’s estimates and judgments.  All other financial information in this report has been presented on a basis consistent with the information included in the consolidated financial statements.

 

We are also responsible for establishing and maintaining adequate internal control over financial reporting.  We maintain a system of internal control that is designed to provide reasonable assurance as to the fair and reliable preparation and presentation of the consolidated financial statements, as well as to safeguard assets from unauthorized use or disposition.

 

Our control environment is the foundation for our system of internal control over financial reporting.  It sets the tone of our organization and includes factors such as integrity and ethical values.  Our internal control over financial reporting is supported by formal policies and procedures that are reviewed, modified and improved as changes occur in business conditions and operations.

 

The Audit Committee of the Board of Directors, which is composed solely of outside directors, meets periodically with members of management, the internal auditors and the independent auditors to review and discuss internal controls over financial reporting and accounting and financial reporting matters.  Our independent registered public accounting firm and internal auditors report to the Audit Committee and accordingly have full and free access to the Audit Committee at any time.

 

We conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992).  This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.  Based on our evaluation, we concluded that our internal control over financial reporting was effective as of December 31, 2013.

 

KPMG LLP, an independent registered public accounting firm, has issued a report on the effectiveness of the Company’s internal control over financial reporting, which is included on pages F-2 and F-3 of this Form 10-K.

 

March 11, 2014

 

 

 

 

/s/ Robert A. Philpott

 

Robert A. Philpott

 

President and Chief Executive Officer

 

 

 

/s/ Douglas C. Shepard

 

Douglas C. Shepard

 

Executive Vice President and

 

Chief Financial Officer

 

 

 

/s/ Carlos M. Alvarado

 

Carlos M. Alvarado

 

Vice President, Finance and

 

Corporate Controller

 

F-3



Table of Contents

 

Harte-Hanks, Inc. and Subsidiaries Consolidated Balance Sheets

 

 

 

December 31,

 

In thousands, except per share and share amounts

 

2013

 

2012

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

88,747

 

$

49,384

 

Accounts receivable (less allowance for doubtful accounts of $1,729 at December 31, 2013 and $2,574 at December 31, 2012)

 

120,122

 

127,752

 

Inventory

 

1,286

 

779

 

Prepaid expenses

 

8,528

 

8,438

 

Current deferred income tax asset

 

7,696

 

8,181

 

Prepaid income tax

 

4,755

 

4,491

 

Other current assets

 

8,171

 

5,989

 

Total current assets

 

239,305

 

205,014

 

Total assets of discontinued operations

 

0

 

49,001

 

Property, plant and equipment

 

 

 

 

 

Land

 

20

 

576

 

Buildings and improvements

 

16,194

 

19,706

 

Software

 

86,879

 

86,019

 

Equipment and furniture

 

104,120

 

99,325

 

Software development and equipment installations in progress

 

3,352

 

5,426

 

Gross property, plant and equipment

 

210,565

 

211,052

 

Less accumulated depreciation and amortization

 

(169,854

)

(166,961

)

Net property, plant and equipment

 

40,711

 

44,091

 

Goodwill

 

398,164

 

398,164

 

Other intangible assets (less accumulated amortization of $9,748 at December 31, 2013 and $9,541 at December 31, 2012)

 

2,303

 

5,259

 

Other assets

 

5,053

 

4,683

 

Total assets

 

$

685,536

 

$

706,212

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities

 

 

 

 

 

Current maturities of long-term debt

 

$

15,313

 

$

12,250

 

Accounts payable

 

36,756

 

38,092

 

Accrued payroll and related expenses

 

16,255

 

13,423

 

Deferred revenue and customer advances

 

36,257

 

36,318

 

Income taxes payable

 

3,407

 

1,518

 

Customer postage and program deposits

 

23,877

 

19,892

 

Other current liabilities

 

8,978

 

8,412

 

Total current liabilities

 

140,843

 

129,905

 

Total liabilities of discontinued operations

 

0

 

10,564

 

Long-term debt

 

82,687

 

98,000

 

Other long-term liabilities (including deferred income taxes of $65,788 at December 31, 2013 and $53,935 at December 31, 2012)

 

112,952

 

139,579

 

Total liabilities

 

336,482

 

378,048

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Common stock, $1 par value, 250,000,000 shares authorized 119,186,705 shares issued at December 31, 2013 and 118,737,456 shares issued at December 31, 2012

 

119,187

 

118,737

 

Additional paid-in capital

 

345,095

 

341,586

 

Retained earnings

 

1,163,201

 

1,165,952

 

Less treasury stock, 56,600,972 shares at cost at December 31, 2013 and 56,348,026 shares at cost at December 31, 2012

 

(1,250,311

)

(1,248,377

)

Accumulated other comprehensive loss

 

(28,118

)

(49,734

)

Total stockholders’ equity

 

349,054

 

328,164

 

Total liabilities and stockholders’ equity

 

$

685,536

 

$

706,212

 

 

See Accompanying Notes to Consolidated Financial Statements.

 

 

 

 

 

 

F-4



Table of Contents

 

Harte-Hanks, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss)

 

 

 

Years Ended December 31,

 

In thousands, except per share amounts

 

2013

 

2012

 

2011

 

Operating revenues

 

$

559,609

 

$

581,091

 

$

614,270

 

Operating expenses

 

 

 

 

 

 

 

Labor

 

281,924

 

278,639

 

284,423

 

Production and distribution

 

161,600

 

172,132

 

191,663

 

Advertising, selling, general and administrative

 

54,937

 

51,729

 

50,483

 

Intangible asset impairment

 

2,750

 

0

 

0

 

Depreciation, software and intangible asset amortization

 

15,737

 

15,922

 

15,442

 

Total operating expenses

 

516,948

 

518,422

 

542,011

 

Operating income

 

42,661

 

62,669

 

72,259

 

Other expenses

 

 

 

 

 

 

 

Interest expense, net

 

2,998

 

3,484

 

2,941

 

Other, net

 

46

 

2,993

 

781

 

 

 

3,044

 

6,477

 

3,722

 

Income from continuing operations before income taxes

 

39,617

 

56,192

 

68,537

 

Income tax expense

 

15,176

 

20,796

 

26,477

 

Income from continuing operations

 

24,441

 

35,396

 

42,060

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations, net of income taxes

 

1,284

 

(116,033

)

2,138

 

Loss on sales of discontinued operations, net of income taxes

 

(12,355

)

(2,716

)

0

 

Total discontinued operations

 

(11,071

)

(118,749

)

2,138

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

13,370

 

$

(83,353

)

$

44,198

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per common share

 

 

 

 

 

 

 

Continuing operations

 

$

0.39

 

$

0.56

 

$

0.67

 

Discontinued operations

 

(0.18

)

(1.89

)

0.03

 

Basic earnings (loss) per common share

 

$

0.21

 

$

(1.33

)

$

0.70

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

62,503

 

62,887

 

63,173

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per common share

 

 

 

 

 

 

 

Continuing operations

 

$

0.39

 

$

0.56

 

$

0.67

 

Discontinued operations

 

(0.18

)

(1.88

)

0.03

 

Diluted earnings (loss) per common share

 

$

0.21

 

$

(1.32

)

$

0.70

 

 

 

 

 

 

 

 

 

Weighted-average common and common equivalent shares outstanding

 

62,812

 

63,148

 

63,552

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax

 

 

 

 

 

 

 

Adjustment to pension liability

 

$

22,152

 

$

(5,726

)

$

(10,304

)

Foreign currency translation adjustments

 

(536

)

1,315

 

(1,337

)

Total other comprehensive income (loss), net of tax

 

21,616

 

(4,411

)

(11,641

)

Comprehensive income (loss)

 

$

34,986

 

$

(87,764

)

$

32,557

 

 

See Accompanying Notes to Consolidated Financial Statements.

 

F-5



Table of Contents

 

Harte-Hanks, Inc. and Subsidiaries Consolidated Statements of Cash Flows

 

 

 

Years Ended December 31,

 

In thousands

 

2013

 

2012

 

2011

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

Net income (loss)

 

$

13,370

 

$

(83,353

)

$

44,198

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities

 

 

 

 

 

 

 

(Gain) Loss from discontinued operations

 

(1,284

)

116,033

 

(2,138

)

Loss on sale of discontinued operations

 

12,355

 

2,716

 

0

 

Intangible asset impairment

 

2,750

 

0

 

0

 

Depreciation and software amortization

 

15,530

 

15,676

 

15,213

 

Intangible asset amortization

 

207

 

246

 

229

 

Stock-based compensation

 

5,744

 

3,412

 

3,832

 

Excess tax benefits from stock-based compensation

 

(42

)

(57

)

(215

)

Net pension cost (payments)

 

784

 

158

 

(175

)

Deferred income taxes

 

1,744

 

721

 

6,713

 

Other, net

 

(2,606

)

(325

)

(36

)

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

Decrease (increase) in accounts receivable, net

 

7,630

 

12,069

 

(6,305

)

Decrease (increase) in inventory

 

(507

)

(45

)

29

 

Increase in prepaid expenses and other current assets

 

(2,536

)

(4,618

)

(974

)

(Decrease) increase in accounts payable

 

(1,336

)

(4,270

)

(846

)

(Decrease) increase in other accrued expenses and liabilities

 

9,398

 

(1,648

)

16,185

 

Other, net

 

(17,089

)

(191

)

(5,509

)

Net cash provided by continuing operations

 

44,111

 

56,524

 

70,201

 

Net cash provided by (used in) discontinued operations

 

15,461

 

19,856

 

(8,291

)

Net cash provided by operating activities

 

59,572

 

76,380

 

61,910

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

 

 

Purchases of property, plant and equipment

 

(15,873

)

(13,461

)

(22,336

)

Proceeds from the sale of property, plant and equipment

 

3,723

 

537

 

3,483

 

Net cash flows from investing activities within discontinued operations

 

22,500

 

(395

)

 

Net cash provided by (used in) investing activities

 

10,350

 

(13,319

)

(18,853

)

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Borrowings

 

 

 

122,500

 

Repayment of borrowings

 

(12,250

)

(69,188

)

(136,062

)

Debt financing costs

 

(581

)

 

(811

)

Issuance of common stock

 

512

 

660

 

713

 

Excess tax benefits from stock-based compensations

 

42

 

57

 

215

 

Purchase of treasury stock

 

(1,625

)

(4,402

)

(8,363

)

Dividends paid

 

(16,121

)

(26,961

)

(20,370

)

Net cash used in financing activities

 

(30,023

)

(99,834

)

(42,178

)

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

(536

)

225

 

163

 

Net increase (decrease) in cash and cash equivalents

 

39,363

 

(36,548

)

1,042

 

Cash and cash equivalents at beginning of year

 

49,384

 

85,932

 

84,890

 

Cash and cash equivalents at end of year

 

$

88,747

 

$

49,384

 

$

85,932

 

 

See Accompanying Notes to Consolidated Financial Statements.

 

F-6



Table of Contents

 

Harte-Hanks, Inc. and Subsidiaries Consolidated Statements of Changes in Equity

 

In thousands, except per share amounts

 

Common
Stock

 

Additional
Paid-in
Capital

 

Retained
Earnings

 

Treasury
Stock

 

Accumulated
other
comprehensive
income(loss)

 

Total
Stockholders’
Equity

 

Balance at December 31, 2010

 

$

118,296

 

$

336,795

 

$

1,252,438

 

$

(1,236,024

)

$

(33,682

)

$

437,823

 

Exercise of stock options and release of unvested shares

 

191

 

522

 

0

 

(193

)

0

 

520

 

Net tax effect of stock options exercised and release of unvested shares

 

0

 

(959

)

0

 

0

 

0

 

(959

)

Stock-based compensations

 

0

 

4,988

 

0

 

0

 

0

 

4,988

 

Dividends paid ($0.32 per share)

 

0

 

0

 

(20,370

)

0

 

0

 

(20,370

)

Treasury stock issued

 

0

 

(197

)

0

 

356

 

0

 

159

 

Purchase of treasury stock

 

0

 

0

 

0

 

(8,363

)

0

 

(8,363

)

Net income

 

0

 

0

 

44,198

 

0

 

0

 

44,198

 

Other comprehensive loss

 

0

 

0

 

0

 

0

 

(11,641

)

(11,641

)

Balance at December 31, 2011

 

$

118,487

 

$

341,149

 

$

1,276,266

 

$

(1,244,224

)

$

(45,323

)

$

446,355

 

Exercise of stock options and release of unvested shares

 

250

 

410

 

0

 

(205

)

0

 

455

 

Net tax effect of stock options exercised and release of unvested shares

 

0

 

(3,082

)

0

 

0

 

0

 

(3,082

)

Stock-based compensations

 

0

 

3,412

 

0

 

0

 

0

 

3,412

 

Dividends paid ($0.43 per share)

 

0

 

0

 

(26,961

)

0

 

0

 

(26,961

)

Treasury stock issued

 

0

 

(303

)

0

 

454

 

0

 

151

 

Purchase of treasury stock

 

0

 

0

 

0

 

(4,402

)

0

 

(4,402

)

Net income

 

0

 

0

 

(83,353

)

0

 

0

 

(83,353

)

Other comprehensive loss

 

0

 

0

 

0

 

0

 

(4,411

)

(4,411

)

Balance at December 31, 2012

 

$

118,737

 

$

341,586

 

$

1,165,952

 

$

(1,248,377

)

$

(49,734

)

$

328,164

 

Exercise of stock options and release of un-vested shares

 

450

 

469

 

0

 

(407

)

0

 

512

 

Net tax effect of stock options exercised and release of unvested shares

 

0

 

(2,606

)

0

 

0

 

0

 

(2,606

)

Stock-based compensations

 

0

 

5,744

 

0

 

0

 

0

 

5,744

 

Dividends paid ($0.255 per share)

 

0

 

0

 

(16,121

)

0

 

0

 

(16,121

)

Treasury stock issued

 

0

 

(98

)

0

 

135

 

0

 

37

 

Purchase of treasury stock

 

0

 

0

 

0

 

(1,662

)

0

 

(1,662

)

Net income

 

0

 

0

 

13,370

 

0

 

0

 

13,370

 

Other comprehensive income

 

0

 

0

 

0

 

0

 

21,616

 

21,616

 

Balance at December 31, 2013

 

$

119,187

 

$

345,095

 

$

1,163,201

 

$

(1,250,311

)

$

(28,118

)

$

349,054

 

 

See Accompanying Notes to Consolidated Financial Statements.

 

F-7



Table of Contents

 

Harte-Hanks, Inc. and Subsidiaries Notes to Consolidated Financial Statements

 

Note A — Significant Accounting Policies

 

Consolidation

 

The accompanying consolidated financial statements present the financial position and the results of operations and cash flows of Harte-Hanks, Inc. and its subsidiaries.  All intercompany accounts and transactions have been eliminated in consolidation.

 

As used in this report, the terms “Harte Hanks,” “we,” “us,” or “our” may refer to Harte-Hanks, Inc., one or more of our consolidated subsidiaries, or all of them taken as a whole.

 

Discontinued Operations

 

As discussed in Note N, Discontinued Operations, we sold the assets of our Florida Shoppers operations on December 31, 2012 and the assets of our California Shoppers operations on September 27, 2013.  The operating results and related balances of Shoppers, including the losses on the sales, are being reported as discontinued operations in the Consolidated Financial Statements.  Unless otherwise stated, amounts related to the Shoppers operations are excluded from the Notes to Consolidated Financial Statements for all years presented.

 

Reclassification of Prior Year Amounts

 

All prior year amounts related to discontinued operations have been reclassified for comparative purposes.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results and outcomes could differ from those estimates and assumptions.  On an ongoing basis, management reviews its estimates based on currently available information.  Changes in facts and circumstances could result in revised estimates and assumptions.

 

Operating Expense Presentation in Consolidated Statements of Comprehensive Income (Loss)

 

The “Labor” line in the Consolidated Statements of Comprehensive Income (Loss) includes all employee payroll and benefits, including stock-based compensation, along with temporary labor costs.  The “Production and distribution” and “Advertising, selling, general and administrative” lines do not include labor, depreciation or amortization.

 

Revenue Recognition

 

We recognize revenue when all of the following criteria are satisfied:  (i) persuasive evidence of an arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) the service has been performed or the product has been delivered.

 

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.

 

Our accounting policy for revenue recognition has an impact on our reported results and relies on certain estimates that require judgments on the part of management.  The portion of our revenue that is most subject to estimates and judgments is revenue recognized using the proportional performance method, as discussed below.

 

F-8



Table of Contents

 

Revenue is derived from a variety of services and products, and may be billed at hourly rates, monthly rates or a fixed price.  For all sales, we require either a purchase order, a statement of work signed by the client, a written contract, or some other form of written authorization from the client.

 

Revenue from agency and creative services, analytical services and market research is typically billed based on time and materials or at a fixed price.  If billed at a fixed price, revenue is recognized on a proportional performance basis as the services specified in the arrangement are performed.  In most cases, proportional performance is based on the ratio of direct costs incurred to total estimated costs where the costs incurred, primarily labor hours and outsourced services, represent a reasonable surrogate for output measures or contract performance.  For fixed fee market research revenue streams, revenue is recognized in proportion to the value of service provided based on output criteria.

 

Revenue from email marketing, social media marketing and other digital solutions is recognized as the work is performed.  Revenue from these services is typically based on a fixed price or rate given to the client.

 

Revenue associated with new marketing database builds is deferred until complete or until client acceptance.  Upon completion or acceptance, revenue and direct build costs are then recognized over the term of the related arrangement as the services are provided.  Revenue from database and website hosting services is recognized ratably over the contractual hosting period.  Pricing for database builds are typically based on a fixed price and hosting fees are typically based on a fixed price per month or per contract.

 

Revenue from technology database subscriptions is based on a fixed price and is recognized ratably over the term of the subscription.  Revenue from stand-alone technology data sales is recognized at the time of delivery.

 

Revenue from services such as data processing, printing, personalization of communication pieces using laser and inkjet printing, targeted mail, and transportation logistics is recognized as the work is performed.  Revenue from these services is typically based on a fixed price or rate given to the client.  Postage costs of mailings in our direct mail business are borne by our clients and are not directly reflected in our revenues or expenses.

 

Revenue related to fulfillment and contact centers, including inbound and outbound calling and email management, is also typically based on a fixed price per transaction or service provided.  Revenue from these services is recognized as the service or activity is performed.

 

Revenue from software arrangements involving multiple elements is allocated to each element based on the vendor-specific objective evidence of fair values of the respective elements.  For software sales with multiple elements (for example, software licenses with undelivered post-contract customer support or “PCS”), we allocate revenue to each component of the arrangement using the residual value method based on the fair value of the undelivered elements.  This means we defer revenue from the software sale equal to the fair value of the undelivered elements.  The fair value of PCS is based upon separate sales of renewals to other clients.  The fair value of services, such as training and consulting, is based upon separate sales of these services to other clients.

 

The revenue allocated to PCS is recognized ratably over the term of the support period.  Revenue allocated to professional services is recognized as the services are performed.  The revenue allocated to software products, including time-based software licenses, is recognized, if collection is probable, upon execution of a licensing agreement and shipment of the software or ratably over the term of the license, depending on the structure and terms of the arrangement.  If the licensing agreement is for a term of a year or less and includes PCS, we recognize the software and the PCS revenue ratably over the term of the license.

 

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For certain non-software arrangements, we enter into contracts that include delivery of a combination of our service offerings.  Such arrangements are divided into separate units of accounting, provided that the delivered element(s) has stand-alone value and objective and reliable evidence of the fair value of the undelivered element(s) exist(s).

 

When we are able to unbundle the arrangement into separate units of accounting, revenue from each service is recognized separately, and in accordance with our revenue recognition policy for each element.  If we are unable to unbundle the arrangement into separate units of accounting, we apply one of the revenue recognition policies to the entire arrangement. This might impact the timing of revenue recognition, but would not change the total revenue recognized from the arrangement.

 

Taxes collected from customers and remitted to governmental authorities are not reflected in our revenues or expenses.

 

Cash Equivalents

 

All highly liquid investments with an original maturity of 90 days or less at the time of purchase are considered to be cash equivalents.  Cash equivalents are carried at cost, which approximates fair value.

 

Allowance for Doubtful Accounts

 

We maintain our allowance for doubtful accounts at a balance adequate to reduce accounts receivable to the amount of cash expected to be realized upon collection.  The methodology used to determine the minimum allowance balance is based on our prior collection experience and is generally related to the accounts receivable balance in various aging categories.  The balance is also influenced by specific clients’ financial strength and circumstance.  Accounts that are determined to be uncollectible are written off in the period in which they are determined to be uncollectible.  Periodic changes to the allowance balance are recorded as increases or decreases to bad debt expense, which is included in the “Advertising, selling, general and administrative” line of our Consolidated Statements of Comprehensive Income (Loss).  The changes in the allowance for doubtful accounts consisted of the following:

 

 

 

Year Ended December 31,

 

In thousands

 

2013

 

2012

 

2011

 

Balance at beginnings of year

 

$

2,574

 

$

2,445

 

$

2,345

 

Additions charges to expense

 

47

 

722

 

478

 

Amounts recovered against the allowance, net of charges

 

(892

)

(593

)

(378

)

Balance at end of year

 

$

1,729

 

$

2,574

 

$

2,445

 

 

Inventory

 

Inventory, consisting primarily of print materials and operating supplies, is stated at the lower of cost (first-in, first-out method) or market.

 

Property, Plant and Equipment

 

Property, plant and equipment are stated on the basis of cost.  Depreciation is computed using the straight-line method at rates calculated to amortize the cost of the assets over their useful lives. The general ranges of estimated useful lives are:

 

Buildings and improvements

 

10 to 40 years

 

Software

 

3 to 10 years

 

Equipment and furniture

 

3 to 20 years

 

 

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Long-lived assets such as property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  We did not record an impairment of long-lived assets in 2013, 2012 or 2011.

 

Property, plant and equipment includes capital lease assets.  Capital lease assets at December 31, 2013 and 2012 consisted of:

 

 

 

December 31,

 

In thousands

 

2013

 

2012

 

Equipment and furniture

 

$

2,323

 

$

2,774

 

Less accumulated amortization

 

(1,535

)

(1,604

)

Net book value

 

$

788

 

$

1,170

 

 

Amortization expense related to capital lease assets was $0.3 million, $0.5 million and $0.4 million for the years ended December 31, 2013, 2012 and 2011, respectively.

 

Depreciation and amortization on the remaining property plant and equipment was $15.4 million, $15.4 million and $15.0 million for the years ended December 31, 2013, 2012 and 2011, respectively.

 

Goodwill and Other Intangibles