Commission File Number: 001-07120
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 |
2800 Wells Branch Parkway, Austin, Texas 78216
(Address of principal executive offices, including zipcode)
(512) 434-1100
(Registrant’s telephone number including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock | HRTH | OTCQX |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
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
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
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closing price ($11.10)3.10) as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2018)2020), was approximately $54,415,142.
The number of shares outstanding of each of the registrant’s classes of common stock as of January 31, 2019 was 6,266,130 shares2021 was 6,654,246 shares of common stock, all of one class.
Documents incorporated by reference:
Portions of the Proxy Statement to be filed for the company’s 20182020 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.ACT.
Table of Contents
Form 10-K Report
Page | ||
BUSINESS |
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 (the “1933 Act”) and Section 21E of the Exchange 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, including our ability to reduce costs pursuant to the Restructuring Activities, (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 (loss) per share, operating income (loss), expense related to equity-based compensation, capital resources and other financial items, if any, (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.
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 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 and 8-K. 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, except as required by law.
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.
INTRODUCTION
Harte Hanks, Inc. (", together with its subsidiaries (“Harte Hanks," "we," "our,"” “Company,” “we,” “our,” or "us"“us”) is a purveyor of data-driven, omni-channel marketing and customer relationship solutions and logistics. The Company has robust capabilities that offer clients the strategic guidance they need across the customer data landscape as well as the executional know-how in database build and management, data analytics, digital media, direct mail, customer contact, client fulfillment and marketing and product logistics. Harte Hanks solves marketing, commerce and logistical challenges for some of the world's leading brandsglobal customer experience company. With offices in North America, Asia-Pacific and Europe.
We are the successor to a newspaper business started by Houston Harte and Bernard Hanks in Texas in the early 1920s. We were incorporated in Delaware on October 1, 1970.1970. In 1972, Harte Hanks went public and was listed on the New York Stock Exchange ("NYSE"(“NYSE”). We became a private company in a leveraged buyout in 1984, and in 1993 we again went public and listed our common stock on the NYSE.
All reports filed with the Securities and Exchange Commission ("SEC"(“SEC”) under the Securities Exchange Act of 1934, as amended (the "1934 Act"“Exchange Act”). are publicly available. These documents may be accessed free of charge on our website at www.hartehanks.com. There is not any information from this website incorporated by reference herein.http://www.hartehanks.com. These documents are also provided as soon as practical after they are filed with the SEC and may also be found at the SEC’s website at www.sec.gov.www.sec.gov. Additionally, we have adopted and posted on our website a code of ethics that applies to our principalchief executive officer, principal financialchief operating officer, and principal accountingchief financial officer. Our website also includes our corporate governance guidelines and the charters for each of our audit, compensation, and nominating and corporate governance committees, and wecommittees. We will provide a printed copy of any of these documents to any requesting stockholder.
OUR BUSINESS
Harte Hanks, Inc. is a leading global customer experience company operating in three business segments: Marketing Services, Customer Care, and Fulfillment & Logistics Services. Through our end-to-end, commerce-focused capabilities, we assist clients in managing their relationships with their customers. Our services include strategic planning, data strategy, performance analytics, creative development and execution; technology enablement; marketing automation; B2B and B2C e-commerce; cross-channel customer care; and product, print, and mail fulfillment.
Marketing Services
We offer a wide variety of integrated,leverage data, insight, and experience to support clients as they engage customers through digital, traditional, and emerging channels. We provide omni-channel data-drivenmarketing solutions for top brands aroundacross the globe.entire customer journey. We help ourpartner with clients gain insight into their customers’ behaviors from their datato develop strategies and use that insighttactics to create innovative multi-channel marketing programs that deliver greater return on marketing investment. We believeidentify and prioritize customer audiences in B2C and B2B transactions. Our primary services include:
Strategy — Strategic planning across our clients’ success is determined not only by how good their tools are, but how well we help them use these tools to gain insight and analyze their consumers. This results in a strong and enduring relationship between our clients and their customers which is key to being leaders in customer interaction. We offer a full complement of capabilities and resources to provide a broad range of marketing services, in media from direct mail to email, including:
Data & Analytics – In-depth data and analytics we help clients identify models of their most profitable customer relationshipsofferings, including audience identification and then apply these models to increase the value of existing customers whileprioritization, predictive modeling, and data strategy. We also winning profitable new customers. Through customerprovide data integration,hygiene and cleansing. We access broad first-party and third-party data from multiple sources, is brought togethersearch and social media, and research through syndicated, primary and secondary sources.
Creative — Full-service creative development and execution spanning traditional and digital channels, including print, broadcast, direct mail, website, app, display, social, mobile, search engine marketing, and voice.
Marketing Technology – Website and app development, e-commerce enablement, database building and management, platform architecture creation, and marketing automation.
We leverage our proprietary data and insight tools to provide what we believe is best-in-class service to customers including:
The Harte Hanks Behavioral Index, a singleglobal initiative that monitors the effects that societal changes have on attitudes, habits, need states, and the implications on specific brand performance; and
DataView, a comprehensive, aggregate data mart that provides a 360-degree customer view, with over 1,500 consumer attributes enabling accurate predictive marketing.
Mail and Product Fulfillment: Customer Care
We offer mail and product fulfillment solutions where we provide print on demand, manage product recalls, and distribute literature and other products. Harte Hanks has temperature-controlled, FDA-approved and geographically convenient warehouses to support print and product, all controlled by our proprietary nexTOUCH platform.
Customer Service — Product information requests, 24/7product features descriptions, activating customer accounts, resolving complaints, cross-selling/up-selling, billing inquiries, address changes, claims, ordering/reservations, prequalification and warranty management, and health information and sales information.
Social Media support – Respond to improve customer experiences. At the same time,inquiries regarding product information requests, product feature descriptions, and complaint resolution via direct social channels, e-commerce review sites, and community management.
Technical support — Handle inquiries regarding hardware, software, communications services and equipment, Internet access technology, and Internet portal usage.
We utilize a sophisticated workforce management system to efficiently schedule personnel, manage call volume and provide disaster recovery backup. Our data warehouse captures and downloads customer contact information for daily reporting on a real-time and historical basis. Our data warehouse supplies information for our performance management systems and is integrated with Tableau to provide dashboards and visualization of KPIs. Captured data provides clients with direct visibility into our services.
Our advanced analytics can alertalerts customers to trending product orproducts and service issues. Our team skillfully configuresWe configure different CRM solutions (e.g., Oracle, CRM or Salesforce, Zendesk) to create greatmeaningful customer interactions by seamlessly linking continually-improvingconnecting content between agent or AI-driven interfaces and web-based self-help tools orand community forums. Our lead specialists engage qualified buyers and influencers with just the right message at just the right moment. Additionally, whenWhen combined with our Fulfillment and Logistics offerings, we provide a full suite of services for customers’ warranty, returns and recall issues.
Fulfillment & Logistics Services
We offer Mail and Product Fulfillment and Logistics as well as Direct Mail Services:
Product, Print-On-Demand, and Mail Fulfillment: Our varied product and mail fulfillment solutions include printing on demand, managing product recalls, and distributing literature and promotional products to support B2B trade, drive marketing campaigns, and improve customer experience. GoBox provides custom solutions to engage audiences, target customers, support conferences, and appreciate employees. Our fulfillment locations are temperature-controlled, FDA-approved, and geographically convenient and thereby allow us to optimize print and product fulfillment to maximize customer shipping efficiency and minimize transportation costs. We leverage our proprietary nexTOUCH platform to facilitate customer orders, and we work with a variety of data sources and users to initiate the fulfillment order process.
Our new 300,000 square-foot Kansas City location is FDA approved and licensed for nutritional supplements, medical foods, baby formula and junior food products, chocolates, coffee and tea, edible nuts and seeds, snack foods, pet foods, pet treats, and pet nutritional supplements.
• | Logistics: We provide third-party logistics and freight optimization services in the United States. We ship millions of time-sensitive materials annually through our access to a certified fleet of over 15,000 trucks and a proprietary logistical system called Allink®360 designed to ensure customer products are delivered on-time and on-budget. | |
| • | Direct Mail: Through the first half of 2020, we provided a full-service direct mail offering out of our Jacksonville (FL) and Grand Prairie (TX) production facilities. We exited these direct mail facilities in Q2 2020 and sold the related equipment. |
Financial information about reporting segments can be found in Item 7 - Management's Discussion and Analysis of Financial Condition and Result of Operations and Item 8 - Financial Statements and Supplementary Data under Note P.
As stated above, our marketing services offering has been purposely built to deliver omni-channel marketing services including strategic planning, data strategy, performance analytics, creative development and execution, technology enablement, marketing automation, and database management. Our operational services include cross-channel customer care, fulfillment and distribution, and logistics. We create relevancy by leveraging data, insight, and our extensive experience in leading clients as they engage their customers through digital, traditional, and emerging channels.
We are known for helping clients build deep customer relationships, create connected customer experiences, and optimize each and every customer touch point in order to deliver desired business outcomes. Realizing our clients’ success is the only valid measure of our own success, we ensure all our efforts are aligned with our clients’ business objectives and measured against defined performance metrics. It is this commitment to our clients and their businesses that allows us to build deep and meaningful relationships with them. Our client relationships start with an offering from the list above on an individual solution basisengagements may consist of one or a combinationfew of our service offerings from across– with a goal toward continuously expanding our service offerings.
In 20182020 and 2017,2019, Harte Hanks had revenues of $284.6$176.9 million and $383.9$217.6 million, respectively.
COVID-19
In the WPP, IPG and Publicis groups and was inducted intofirst quarter of 2020, we took a number of precautionary measures designed to help minimize the American Advertising Federation's Hall of Achievement in 2010. Most recently, Bant founded Qnary, the leading technology platform for executive reputation management. Qnary was recognized in 2018 by both Inc. and Entrepreneur magazines as onerisk of the most innovativespread of COVID-19 among our employees, including suspending all non-essential employee travel worldwide, temporarily closing the majority of our domestic and fastest growing companiesforeign offices, extensively and frequently disinfecting our offices that remained open, enforcing social distancing to the extent possible and requiring the majority of our employees to work remotely. These measures will remain in America. effect until we can safely re-open our offices.
We continue to closely monitor the impact of the pandemic on all aspects of our business, including how the pandemic continues to impact our customers, employees, suppliers, vendors and business partners, as well as how it has impacted our liquidity and ability to comply with covenants in our credit agreement.
In connection with Bant’s appointment, the Officepandemic, some of our customers have reduced the amount of work we provide to them while other customers have requested accommodations including extensions of payment or restructuring of agreements. In addition, some of our customers have declared bankruptcy and it is possible that additional customers will file for bankruptcy in the coming months. However, due to pandemic-related changes, including an increased need for contact center services, our Customer Care solutions services secured new contracts as well as increased volume for existing customers. While the pandemic has not had a material effect on our business, liquidity or ability to comply with covenants to date, given the dynamic nature of the CEOpandemic, we may experience material impacts in the future. We recommend that was formed uponyou review “Item 1A. Risk Factors” in this Annual Report on this Form 10-K for a further discussion on COVID-19.
Sale of assets and production equipment from Jacksonville facility and strategic partnership with Summit
On April 24, 2020, we sold the resignationmajority of Karen A. Puckett was dissolved.
As a result of this sale, we booked a $1.9 million impairment charge on our Jacksonville facility and recognized a $1.4 million capital loss and impairment expense from the fixed asset disposal and impairment associated with the Summit deal. These expenses were included in our restructuring expense for the year ended December 31, 2020.
Restructuring Activities
In 2019, our management team, along with members of the Board, formed a project committee focused on cost-saving initiatives and other restructuring efforts. This committee reviewed each of our business segments and other operational areas to identify both one-time and recurring cost-saving opportunities. In 2020, our management team continued to review and adjust our cost structure and operating footprint, optimize our operations, and invest in improved technology.
During 2020, in an effort to right-size our operating footprint, we terminated leases in Wilkes Barre (PA) and Grand Prairie (TX) and exited our last direct mail facility in Jacksonville (FL). We migrated our fulfillment business from the Grand Prairie operations into a new 300,000 square foot facility in Kansas City in December 2020. The new Kansas City location will be our primary facility in the Midwest. We have successfully reduced the footprint of our Customer Care business by reducing our Austin office location by approximately 50,000 square feet in addition to exiting and subleasing one of our Manila offices since the business is operating effectively in a work-from-home environment.
In the year ended December 31, 2020 and 2019, we recorded restructuring charges of $9.4 million and $11.8 million respectively. Restructuring charges in 2020 included lease impairment charges related to the exit from our direct mail facilities, severance charges, capital losses from the asset disposal associated with the Summit deal and facility related and other expenses. Restructuring charges in 2019 were primarily related to or comprised of write offs of our customer database, contract termination fees, severance agreements, lease impairment charge, and asset impairment charge as well as facility related expenses.
We expect that in connection with our cost-saving and restructuring initiatives, we will incur total restructuring charges of approximately $24.8 million through the end of 2021. In the years ended December 31, 2020 and 2019, we recognized $9.4 million and $11.8 million of restructuring expenses, respectively. We expect to reduce certain non-labor discretionary expenses, withincur $3.6 million of restructuring charges through the aimend of reducing expenses by an additional approximately $2.0 million per year2021.
Customers.
Our services are marketed to specific industries or markets with services and software products tailored to each industry or market.markets. We tailor our services and software products depending on the industry or market we are targeting. 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, B2B, consumer brand, financial services, consumer,retail, and healthcare vertical markets, in addition to a range of other select markets. Our largest client (measured in revenue) comprised 8%generated 11.2% of total revenues in 2018.2020. Our largest 25 clients in terms of revenue comprised 64%generated 62% of total revenuesrevenue in 2018.
Sales and Marketing
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. Our marketing services sales force sells a variety of solutions and services to address client’s targeted marketing needs. We maintain solution-specific sales forces and sales groups to sell our individual products and solutions.
Facilities
Our services are provided at the following facilities, all of which are leased:
Domestic Offices | |
Austin, Texas | Langhorne, PA |
Chelmsford, Massachusetts | Lenexa, Kansas |
Deerfield Beach, Florida | Maitland, Florida |
East Bridgewater, Massachusetts | Shawnee, Kansas |
Jacksonville, Florida | Trevose, Pennsylvania |
| Kansas City, Kansas | Texarkana, Texas |
International Offices | |
Hasselt, Belgium | Manila, Philippines |
Iasi, Romania | Uxbridge, United Kingdom |
Competition
Our competition comes from local, national, and international marketing and advertising companies, and internal client 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 social, mobile, web-based, email, print, broadcast, and other forms of advertising for marketing and advertising dollars in general.
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.
As a company conducting varied business activities for clients across diverse industries 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, e-commerce, intellectual property, labor, and employment (especially wage and hour laws), 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
The Federal Trade Commission’s positions regarding the processing of personal information and protecting consumers as expressed through its Protecting Consumer Privacy in an Era of Rapid Change, Data Brokers, Big Data and Cross-Device Tracking reports (each of which seek to address consumer privacy, data protection, and technological advancements related to the collection or use of personal information for marketing purposes).
Data protection laws in the European Union ("EU"(“EU”), including the General Data Protection Regulation (EU Regulation 679/2016) which imposes a number of obligations with respect to the processing of personal data and prohibitions related to the transfer of personal information from the EU to other countries, including the U.S., that do not provide data subjects with an “adequate” level of privacy or security.security, and applies to all of our products in Europe.
The Financial Services Modernization Act of 1999, or Gramm-Leach-Bliley Act ("GLB"(“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"(“HIPAA”), which regulates the use of protected health information for marketing purposes and requires reasonable safeguards designed to prevent intentional or unintentional use or disclosure of protected health information.
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 Fair and Accurate Credit Transactions Act of 2003 ("(“FACT Act"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.
Federal and state laws governing the use of email for marketing purposes, including the U.S. Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 ("CAN-SPAM"(“CAN-SPAM”), Canada’s Anti-Spam Legislation ("CASL"(“CASL”) and similar e-Privacy laws in Europe (in support of Directive 2002/58/EC).
Federal and state laws governing the use of telephones for unsolicited marketing purposes, including the Federal Trade Commission’s Telemarketing Sales Rule ("TSR"(“TSR”), the Federal Communications Commission’s Telephone Consumer Protection Act ("TCPA"(“TCPA”), various U.S. state do-not-call laws, Canada’s National Do Not Call laws and rules (“Telecommunications Act”) and similar e-Privacy laws in Europe (in support of Directive 2002/58/EC).
Federal and state laws governing the collection and use of personal data online and via mobile devices, including but not limited to the Federal Trade Commission Act and the Children'sChildren’s Online Privacy Protection Act, which seek to address consumer privacy and protection.
Federal and state laws in the U.S., Canada, and Europe specific to data security and breach notification, which include required standards for data security and 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.
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 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. For example, as discussed in the Company’s Risk Factors in Item 1A, the new European General Data Protection Regulation (GDPR) that took effect in May 2018 applies to all of our products and services in Europe. The GDPR includes operational requirements for companies that receive or process personal data of residents of the EU that are different than those currently in place in the EU. 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 addition, our business, in general, and the way we do business in particular, 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"“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 thatif 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 services, know-how, software, and other technology that we develop for our internal use and for license to clients and data and intellectual property licensed from third parties, such as commercial software and data 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 as well as through 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 proprietary information. We pursue the protection of our trademarks and other intellectual property in the U.S. and internationally. Although we from time to time evaluate inventions for patentability, we do not own any patents, and patents are not core to our intellectual property strategy (other than as may be incidental to commercially available technology or software we license).
We have developed proprietary software including NexTOUCH and Allink®360, each of which are integral to our business. NexTOUCH is key to the success of our mail and product fulfillment business while Allink®360 ensures customers' products are delivered on-time and on-budget.
EMPLOYEES
As of December 31, 2018,2020, Harte Hanks employed 2,816 full-time1,827 full-time employees and 167 607 part-time employees, of which approximately 1,308 1,349 are based outside of the U.S., primarily in the Philippines. A portion of our workforce is provided to us through staffing companies. None of our workforce is represented by labor unions. We consider our relations with our employees to be good.
RISK FACTORS |
The COVID-19 pandemic may have a materially adverse effect on the Management’s DiscussionCompany’s business and Analysisoperations.
The COVID-19 pandemic is severe, widespread, and continues to evolve and may adversely affect the Company’s business, financial position, results of Financial Conditionoperations, and Resultscash flows. Rises in infection rates across the globe have caused the re-institution of Operations ("MD&A"), contains “forward-looking statements” withinquarantines and lock-down procedures that were relaxed during the meaning ofsummer months in the federal securities laws. All such statements are qualified by this cautionary note, which is provided pursuantNorthern Hemisphere. While vaccines for the virus that causes COVID-19 have begun to be deployed in many countries throughout the world, the pandemic continues to cause significant volatility in the global economic markets and significant uncertainty remains as to the safe harbor provisionstiming and pace of Section 27A of the Securities Act of 1933 (the "1933 Act") and Section 21E of the 1934 Act. Forward-looking statements may also be included ina global economic recovery. As a result, our other public filings, press releases, our website, and oral and written presentations by management. Statements other than historical facts are forward-looking andoperating results 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) adjustmentssubject to our cost structure and other actions designed to respond to marketfluctuations based on general economic conditions and improvethe extent to which COVID-19 ultimately impacts our performance,business. While the pandemic and the anticipated effectivenessresulting impact on the global economy have not material adversely affected our business to date, the deterioration of economic conditions could materially reduce our sales and expenses associated with these actions, (3)profitability. Any financial distress of our financial outlook for revenues, earnings per share, operating income, expense relatedcustomers due to equity-based compensation, capital resourcesthe pandemic could result in reduced sales and other financial items, (4) expectations fordecreased collectability of accounts receivable which would negatively impact our businessesresults of operations. Furthermore, the Company faces risks due to the evolving effect of COVID-19 on our employees, customers, suppliers, and for the industries in which we operate,third-party providers, including the impact of economic conditionsactions taken by the U.S. and foreign governments to curtail the spread of the marketsvirus, including social distancing measures and restrictions on travel and building capacity limits. In addition, if there was an outbreak of COVID-19 at one of our facilities, we servemay be required to temporarily close such facility.
As a result of the COVID-19 pandemic, the majority of our employees are working remotely, and it is possible that this could have a negative impact on the marketing expenditures and activitiesexecution of our clientsbusiness plans and prospects, (5) competitive factors, (6) acquisitionoperations. If a natural disaster, power outage, connectivity issue, or other event occurred that impacted our employees’ ability to work remotely, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of time. Further, the increase in remote working may also result in consumer privacy, IT security, and developmentfraud concerns.
Although we have developed and continue to develop plans (7)to mitigate the negative impact of the COVID-19 pandemic on our stock repurchase program, (8) expectations regarding legal proceedingsbusiness and other contingent liabilities,safeguard all of our IT functions to ensure security and (9) other statements regarding future events, conditions, or outcomes.
As the full extent of COVID-19’s impact on our operations, key metrics, and financial performance depends on future developments, including the pace of production and deployment of a vaccine, that could cause actual resultsare uncertain and unpredictable, its impact on capital and financial markets, and any new information that may emerge concerning the severity of the virus, its spread to vary materiallyother regions, as well as the actions taken to contain it, among others, the impact from what is expressed in or indicated by the forward-looking statements. In that event,COVID-19 pandemic on our business financial condition, results of operations, or liquidity couldcannot 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 inreasonably estimated at this Item 1A, “Risk Factors”, and any updates thereto in our Forms 10-Q and 8-K. 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, except as required by law.
Most of our client engagements are cancelable on short notice.
The marketing services we offer, and in particular for direct mail and contact center services, are generally terminable upon short notice by our clients, even if the term of the agreement (and the expected duration of services) is several or many years. Many of our customer agreements do not have minimum volume or revenue requirements or exclusivity arrangements, so clients may (and do) vary their actual orders from us over time based on their own business needs, their satisfaction with the quality and pricing of our services, and a variety of other competitive factors. In addition, the timing of particular jobs or types of jobs at particular times of year (such as mail programs supporting the holiday shopping season or contact center programs supporting a specific event) may cause significant fluctuations in the operating results of our operations in any given quarter. We depend to some extent on sales to certain industries, such as the consumer retail industries, technology, and financial services. Some participants in these industries have announced that the global outbreak of COVID-19 has affected and is expected to continue to affect operations and results for at least the near future.
To the extent these industries experience downturns, our clients may re-evalutere-evaluate their marketing spend, which could adversely affect the results of our operations.
A large portion of our revenue is generated from a limited number of clients, with concentration in the consumer retail industry.clients. The loss of a client or significant work from one or more of our clients could adversely affect our business.
Our ten largest clients collectively represented 44%client (measured in revenue) generated 11.2% of total revenues in 2020. Approximately 62% of our revenuesrevenue for 2018. Furthermore, traditional consumer retail (which is an industry experiencing significant business model and financial challenges) represented 23% of2020 was generated by our 2018 revenues.25 largest clients. While we typically have multiple projects with our largest customers which would not all terminate at the same time, the loss of one or more of our larger clients or the projects or contracts with one of our largest clients could adversely affect our business, results of operations, and financial condition if the lost revenues wereare not replaced with profitable revenues from that client or other clients.
Our indebtedness may adversely impact our ability to react to changes in our business or changes in general economic conditions.
As of December 31, 2020, we had approximately $27.1 million of indebtedness outstanding, $17.1 million of which was secured indebtedness. In addition, subject to compliance with the terms of the agreements governing our indebtedness and the Certificate of Designation for our Series A Convertible Preferred Stock, we may incur additional indebtedness from time to time.
On April 17, 2017, we entered into a secured credit agreementfacility with Texas Capital Bank, N.A. The agreement consists ofN.A (“Texas Capital Bank”), that provided a two-year $20.0 million revolving credit facility (the “Texas Capital Credit Facility”), and for letters of credit issued by Texas Capital Bank up to $5.0 million. The Texas Capital Credit Facility is secured by substantially all of the Company’s and its material domestic subsidiaries’ assets. The Texas Capital Credit Facility is guaranteed by HHS Guaranty, LLC, an entity formed to provide credit support for Harte Hanks by certain members of the Shelton family (descendants of one of our founders). On May 11, 2020, we entered into a third amendment to the Texas Capital Credit Facility which we amended on January 9, 2018 to increase the availability under the revolving credit facility to $22.0 million andfurther extended the termmaturity of the credit facility by one year to April 17, 2020.2022 and decreased the borrowing capacity to $19.0 million.
On April 14, 2020, the Company entered into a promissory note with Texas Capital Bank, for an unsecured loan with a principal amount of $10.0 million made to the Company pursuant to the Paycheck Protection Program (“PPP Term Note”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The agreement limits our ability to incur funded debt while any obligation or letter of credit issued thereunderPPP Term Note is outstanding, subject to customary exceptions. guaranteed by the United States Small Business Administration.
See Note C, F, Long-Term Debt, in the Notes to Consolidated Financial Statements for further discussion.
Our ability to incur indebtedness is also impacted by the terms of our Series A Convertible Preferred Stock, which limits our ability to incur indebtedness without the holders'holders’ consent to the greater of $40.0$40 million or four times our trailing 12-month EBITDA (measured at the time such indebtedness is incurred). Any failure or inability to obtain new financing arrangements when needed on favorable terms could have a material adverse impact on our liquidity position.
The amount of our indebtedness and the terms under which we borrow money under any future credit facilities or other agreements could have significant consequences for our business. BorrowingsThe instruments governing our borrowings may include covenants requiring that we maintain certain financial measures and ratios. Covenant and ratio requirements may limit the manner in which we can conduct our business, and we may be unable to engage in favorable business activities or finance future operations and 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 indebtedness. In addition, the amount and terms of any future 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 the Risk Factor “Interest rate increases could affect our results of operations, cash flows, and financial position.”
Risks related to our receipt of Paycheck Protection Program funding.
The PPP Term Note application required us to certify, among other things, that the economic uncertainty caused by the COVID-19 pandemic, at the time of the application, made the PPP Term Note request necessary to support our ongoing operations. While we made this certification in good faith, the certification does not contain any objective criteria and is subject to interpretation. In early 2020, the Small Business Administration (the “SBA”) provided guidance that it would be unlikely that a public company with substantial market value and access to capital markets would be able to make the required certification in good faith, and such company should be prepared to demonstrate to the Small Business Administration, upon request, the basis for its certification. Further, the Secretary of the Treasury and the Small Business Administration Administrator announced that the government will conduct a full audit of all PPP Term Notes of more than $2 million for which the borrower applies for forgiveness. While we believe we have satisfied all eligibility requirements for the PPP Term Note, there is a risk that we may be deemed ineligible to have received the PPP Term Note or in violation of any of the laws or governmental regulations that apply to us in connection with the PPP Term Note. In the first quarter of 2021, we applied for the forgiveness of the PPP Term Note made on April 14, 2020, but if the SBA were to find we were initially ineligible to receive PPP Term Note, our request for forgiveness may be disallowed, we may be required to repay the PPP Term Note in their entirety and we could be subject to additional penalties.
Risks related to our pension benefit plans may adversely impact our results of operations and cash flows.
Pension benefits represent significant financial obligations. As of December 31, 2020, we had approximately $69.2 million of unfunded pension liabilities. Because of the uncertainties involved in estimating the timing and amount of future payments and asset returns, significant estimates are required to calculate pension expense and liabilities related to our plans. We utilize the services of independent actuaries, whose models are used to facilitate these calculations. Several key assumptions are used in the actuarial models to calculate pension expense and liability amounts recorded in the
We may need to obtain additional funding to continue as a going concern; if we are unable to meet our needs for additional funding in the future, we will be required to limit, scale back, or cease operations.
Our consolidated financial statements for the year ended December 31, 20182020 have been prepared assuming we will continue to operate as a going concern. Because we continue to experience net operating losses, our ability to continue as a going concern is subject to our ability to obtain profitability or successfully raise sufficient additional capital as needed, through future financingsfinancing, asset sales or other strategic arrangements. Additional funds may not be available when needed, or if available, we may not be able to obtain such funds on terms acceptable to us. If adequate funds are unavailable when needed, we may not be able to continue as a going concern. We may be required to scale down or sell certain businesses or cease operations.
We face significant competition for individual projects, entire client relationships and advertising dollars in general.
Our business faces significant competition within each of our vertical markets and for all of our offerings. We offer our marketing services within a dynamic business environment characterized by 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 internet (social, mobile, web-based, and email), print, broadcast, and other forms of advertising for marketing and advertising dollars in general. In addition,2020, we saw the entrance of new competitors and the insourcing of capabilities among our clients. We also saw an increase in both traditional consulting firms and niche companies becoming players in the customer experience landscape. Additionally, the decrease in client budgets/investments in customer experience activities due to the global pandemic naturally increased competition.
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 which may prevent us from performing similar services for competitors. 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 and financial condition.
Current and future competitors may have significantly greater financial and other resources than we do, and they may sell competing services at lower prices or at lower profit margins, resulting in pressures on our prices and margins.
The sizessize of our competitors varyvaries widely across vertical markets and service lines. Therefore, someSome 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 innovative 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 that competescompete with ours at lower prices by accepting lower margins and profitability or may be able to sell products or services that competescompete with ours at lower prices given proprietary ownership of data, technical superiority, a broader or deeper product or experience set, greater capital resources 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 retain clients or obtain new customers on favorable terms. Competitive pricing pressures tend to increase in difficult or uncertain economic environments, 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 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, computer and data architectures, 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). Our direct mail operations are increasingly pressured by larger-scale competitors who have adopted technologies allowing them to more effectively and efficiently customize mailed marketing materials. 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
Our success depends on our ability to consistently and effectively deliver our services to our clients.
Our success depends on our ability to effectively and consistently staff and execute client engagements within the agreed upon time frame 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. 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, that we will be able to easily suspend work with contractors that are not performing adequately, 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.services, such as the COVID-19 pandemic. 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 and our reputation in the marketplace andas well as our 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.
We have recently experienced, and may experience in the future, reduced demand for our products and services due to the financial condition and marketing budgets of our clients and other factors that may impact the industry verticals that we serve.
Marketing budgets are largely discretionary in nature, and as a consequence are easier to reduce in the short-term than other expenses. Our customers have in the past, and may in the future, respondedrespond to their own financial constraints (whether caused by weak economic conditions, weak industry performance or client-specific issues) by reducing their marketing spending.spend. Customers may also be slow to restore their marketing budgets to prior levels during aan economic 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. The global outbreak of COVID-19 has resulted in a near-term uncertainly for the global economy. A lastinglong-lasting economic recession, regardless of the cause, or anemic recovery in the markets in which we operate 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, 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.
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. Our management team, along with members of the Board, formed a project committee focused on cost-saving initiatives and other restructuring efforts. The committee reviewed each of our business segments and other operational areas to identify both one-time and recurring cost-saving opportunities. In 2020, our management team continued to review and adjust our cost structure and operating footprint, optimize our operations, and invest in improved technology. In the years ended December 31, 2020 and 2019, we recorded restructuring charges of $9.4 million and $11.8 million, respectively, which we believe will result in meaningful future savings, some of which have already been realized. However, we may not be able to recognize all identified potential savings and even if we are able to recognize the identified savings, such cost savings may be insufficient to achieve our cost management objectives. To the extent that we do not accurately anticipate and effectivelysuccessfully manage our costs as our business evolves, our financial results may be adversely affected.
Our financial performance has harmed our commercial reputation and relationship with customers, vendors, and other commercial parties, and may impair our ability to attract, retain and motivate employees.
Our declining financial performance has caused customers and vendors to increase scrutiny on payment and performance terms in our agreements, which may impose additional costs (or result in reduced profitability) in our operations. Clients, vendors, and partners, and recent performance, as well as prospective clients, vendors, and partners) may also decline to do business with us due to their concerns regarding our financial condition. Additionally, due to our liquidity constraints, we may be unable to aggressively price our services to win work in competitive bid situations. These impediments to working with clients, vendors and partners may reduce both our overall revenues and profitability, and consequently the value of our common stock.
Likewise, our declining financial performance has negatively affected employee morale and compensation. Due to financial constraints, we may have difficulty providing compensation that is sufficient to attract, retain and motivate employees, especially skilled professionals for whom sizable bonus payouts are a key element of market-driven cash compensation. Furthermore, the decline in the price of our common stock has eroded the value of our equity-based incentive programs. If we are unable to attract, retain and motivate employees despite our financial performance and within the resource constraints, it will impair our ability to effectively serve our clients, which in turn is likely to reduce both our overall revenues and profitability, and consequently the value of our common stock.
The transition of our common stock had fallen below $1.00 per share over a period of 30 consecutive trading days, which isto the minimum average share price for continued listing on the NYSE under Rule 802.01C of the NYSE Listed Company Manual. This compelled us to effect a 1-for-10 reverse stock split on January 31, 2018.
Our common stock was delisted from the NYSE in July 2020 and is now traded in the over-the-counter market, or OTCQX. Securities traded in over-the-counter markets generally have substantially less volume and liquidity than securities traded on a national securities exchange such as the NYSE as a result of various factors, including the reduced number of investors that will consider investing in the securities, fewer market makers in the securities and a reduction in securities analyst and news media coverage. As a result, holders of our common stock may have difficulty selling their shares and our stock price could experience additional downward pressure. Furthermore, the price of our common stock could be subject to greater volatility and could be more likely to be affected by market conditions and fluctuations, changes in our operating results, market perception of us and our business, and announcements by us or other parties with an interest in our business. The occurrencelack of liquidity in our common stock may also make it difficult for us to issue additional securities for financing or other purposes, or to otherwise arrange for any financing we may need in the future.
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 “Item 1. Business - Government Regulation”Regulation��� for additional information regarding some of these regulations.
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. In addition, on May 25, 2018 the new European General Data Protection Regulation (GDPR)(“GDPR”) took effect in May 2018 and appliedeffect. The GDPR applies to all of our products and services thatwe provide service in Europe. Thethe European Union (the “EU”). GDPR includes operational requirements for companies that receive or process personal data of residents of the EU that are different than those currently in place in the EU. For example, we may be required to implement measures to change or limit (by age, use or geography) our service offerings. We may also be required to obtain consent and/or offer new controls to existing and new users in Europethe EU before processing data for certain aspects of our services. In addition, the GDPR will includeincludes significant penalties for non-compliance.non-compliance and, over the past 12 months, the European Union has levied some significant fines on companies for violation of the GDPR. We are also subject to the California Consumer Privacy Act (“CCPA”), which took effect on January 1, 2020. The CCPA requires businesses collecting information about California consumers to disclose what personal information is collected about a consumer and the purposes for which that personal information is used, disclose what personal information is sold or shared for a business purpose, and to whom, and delete information or stop selling such information upon request (subject to exceptions). We anticipate that additional restrictions and regulations will continue to be proposed and adopted in the future. The Philippines has also adopted the Data Privacy Act of 2012 (Republic Act 10173)
Our business may also be affected by the impact of these restrictions and regulations on our clients and their marketing activities. In addition, as we acquire new capabilities and deploy new technologies to execute our strategy, we may be exposed to additional types or layers of regulation. 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 (especially with respect to personal information), or change the requirements therefore so as to require other changes to our business or that of our clients.clients' businesses. Additional restrictions and regulations may limit or prohibit current practices regarding marketing communications and information quality solutions. For example, manymultiple states and countries have considered implementing "do not contact"implemented opt out legislation thatfor telephone marketing, requiring the creation of statewide do-not call registries. Such legislation could impact our business and the businesses of our clients and of their 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, regulations, 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.
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 certainpersonal 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 customersclients or marketing companies. Some of our services depend on voluntarily provided data and therefore may be impaired without such data.
If we do not prevent security breaches and other interruptions to our infrastructure, we may be exposed to lawsuits, lose customers, suffer harm to our reputation, and incur additional costs.
The services we offer involve the transmission of large amounts of sensitive and proprietary information over public communications networks, as well as the processing and storage of confidential customer information. Unauthorized access, remnant data exposure, computer viruses, denial of service attacks, accidents, employee error or malfeasance, “social engineering” and “phishing” attacks, intentional misconduct by computer “hackers” and other disruptions can occur, and infrastructure gaps, hardware and software vulnerabilities, inadequate or missing security controls, and exposed or unprotected customer data can exist that (i) interfere with the delivery of services to our customers, (ii) impede our customers' ability to do business, or (iii) compromise the security of our or our customers' systems and data, which exposes information to unauthorized third parties. We are a target of cyber-attacks of varying degrees on a regular basis. Although we maintain insurance which may respond to cover some types of damages incurred by damage to, breaches of, or problems with, our information and telecommunications systems, such insurance is limited and expensive, and may not respond or be sufficient to offset the costs of such damages or cover certain events, and therefore such damages may materially harm our business.
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 information, especially 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.
If our facilities are damaged, or if we are unable to access and use our facilities, our business and results of operations will be adversely affected.
Our operations rely on the ability of our employees to work at specially-equippedspecially equipped facilities to perform services for our clients. Although we have some excess capacity and redundancy, we do not have sufficient excess capacity or redundancy (in equipment, facilities, or personnel) to maintain service and operational levels for extended periods if we are unable to use one of our major facilities. Outsourcing these processes to facilities not owned by us is not a viable option. Should we lose access to a facility for any reason, including as a result of a localized outbreak of COVID-19 or another communicable disease, our service levels are likely to decline or be suspended, clients would go without service or secure replacement services from a competitor. As consequence of such an event, we would suffer a reduction in revenues and harm to (and loss of) client relationships.
Significant system disruptions, loss of data center capacity or interruption of telecommunication links could adversely affect our business and results of operations.
Our business is heavily dependent upon data centers and telecommunications infrastructures, which are essential to both our call center services and our database services (which require that we efficiently and effectively create, access, manipulate, and maintain large and complex databases). In addition to the third-party data centers we use, we also operate several of our own data centers to support both our own and our clients' needs in this regard, as well as those of some of our clients. Our ability to protect our operations against damage or interruption from fire, flood, tornadoes, power loss, telecommunications or equipment failure, or other disasters and events beyond our control is critical to our continued success. Likewise, as we increase our use of third-party data centers, it is critical that the vendors providing that service adequately protect their data centers from the same risks. Our services are very dependent on links to telecommunication providers. We believe we have taken reasonable precautions to protect our data centers and telecommunication links from events that could interrupt our operations. Any damage to the data centers we use or any failure of our telecommunications links could materially adversely affect our ability to continue services to our clients, which could result in loss of revenues, profitability and client confidence, and may adversely impact our ability to attract new clients and force us to expend significant company resources to repair the damage.
If our new leaders are unsuccessful, or if we continue to lose key management and are unable to attract and retain the talent required for our business, our operating results could suffer.
Over the past three years we have replaced many of our leaders (including our Chief Executive Officer, President, Chairman, Chief Marketing Officer, and Chief Financial Officer) and we have eliminated or consolidated several leadership positions (including Chief Technology Officer, and Executive Vice President of Sales), resulting in a much smaller leadership team. If our new leaders fail in their new and additional roles and responsibilities (and more generally if we are unable to attract additional 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, marketing, and management personnel. While the demand for personnel is also dependent on employment levels, competitive factors, and general economic conditions, our recent business performance may diminish our attractiveness as an employer. 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 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 copyrights, database rights, trade secrets, trademarks, as well as through domain name registrations, and enforcement procedures. The extent to which such rights can be protected and enforced varies by jurisdiction, and capabilities we procure through acquisitions may have less protection than would be desirable for the use or scale we intend or need. 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.
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 trademark registrations will be issued, nor can we be certain that any issued trademark registrations will give us adequate protection from competing products. For example, 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.
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. We may also be subject to such infringement claims against us by third parties and may incur substantial costs and devote significant management resources in responding to such claims, as we have in the recent past. 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 distractions could cause our business to suffer. In addition, 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 effect on our ability to provide our products and services.
Breaches of security, or the perception that e-commerce 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, cryptography, or other fields will not compromise or breach the 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 for ourselves and for our clients. There could be a material adverse impact on our business if owners of the data we use were to 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 (loss), and earnings (loss) per share.
We are unlikely to declare cash dividends or repurchase our shares.
Although our board of directors has in the past authorized the payment of quarterly cash dividends on our common stock, we announced in 2016 that we did not plan to declare any further dividends.dividends for the foreseeable future. In addition, although our board has authorized stock purchase programs (and we repurchased shares as recently as 2015), we are unlikely to make any repurchases in the near term. Decisions to pay dividends on our common stock or to repurchase our common stock will be based upon periodic determinations by our board that such dividends or repurchases are both in compliance with all applicable laws and agreements and in the best interest of our stockholders after considering our financial condition and results of operations, the price of our common stock, credit conditions, and such other factors as are deemed relevant by our board. The failure to pay a cash dividend or repurchase stock could adversely affect the market price of our common stock.
Interest
rate increases could affect our results of operations, cash flows and financial position.Interest rate fluctuations 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. Borrowings under our Texas Capital Bank credit facility bear interest at variable rates based upon the prime rate or LIBOR.the London Interbank Offered Rate (“LIBOR”). Our results of operations, cash flows, and financial position could be materially or 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.
In July 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR, announced that, after 2021, it will stop compelling banks to submit rates for the calculation of LIBOR. Though the transition to an alternative rate is not expected to have a material impact on the Company's earnings, the transition to an alternative rate may cause interest rates, revenue, and expenses on financial instruments tied to LIBOR, such as our Texas Capital Bank credit facility, to be adversely affected.
Harte Hanks conducts business outside of the U.S. During 2018,2020, approximately 14.5% of 17.7% of our revenues were derived from operations outside the U.S., 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:
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;
social, economic, and political instability;
the differing costs and difficulties of managing international operations;
modifications to international trade policy, including changes to or repeal of the North American Free Trade Agreement or the imposition of increased or new tariffs, quotas or trade barriers on key commodities; and
geopolitical risk and adverse market conditions caused by changes in national or regional economic or political conditions (which may impact relative interest rates and the availability, cost, and terms of mortgage funds), including with regard to Brexit
In addition, exchange rate fluctuations 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.
If we fail to establish and maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our business could be harmed.
Section 404 of the Sarbanes-Oxley Act of 2002 requires that we establish and maintain internal control over financial reporting and we are also required to establish disclosure controls and procedures under applicable SEC rules. An effective internal control environment is necessary to enable us to produce reliable financial reports and is an important component of our efforts to prevent and detect financial reporting errors and fraud. Management is required to provide an annual assessment on the effectiveness of our internal control over financial reporting. Our testing may reveal significant deficiencies in our internal control over financial reporting that could, if not remediated, result inare deemed to be material misstatements inweaknesses and render our financial statements. In addition, current and potential stockholders could lose confidence in our financial reporting, which could cause our stock price to decline.
While an effective internal control as defined by COSO (control activitiesenvironment is necessary to enable us to produce reliable financial reports and informationis an important component of our efforts to prevent and communication),detect financial reporting errors and (ii) the effectiveness of internal controls over the completeness and accuracy of data used to recognize and record revenue and related accounts such as accounts receivable, accrued revenue and deferred revenue, and the precision of management’s review of controls over revenue. As a result of these material weaknesses management has determined that both ourfraud, disclosure controls and procedures and internal control over financial reporting wereare generally not effective ascapable of December 31, 2018.
If we are not able to comply with the requirements of Section 404, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses (i) we could fail to meet our financial reporting obligations; (ii) our reputation may be adversely affected and our business and operating results could be harmed; (iii) the benefitsmarket price of controls mustour stock could decline; and (iv) we could be considered relativesubject to their costs. Controls can be circumventedlitigation and/or investigations or sanctions by the individual acts of some persons, by collusion of twoSecurities and Exchange Commission (the "SEC"), or more people, or by management override of the controls. Over time, controls may become inadequate becauseother regulatory authorities.
There were no changes in conditionsour internal controls over financial reporting during our most recent fiscal year that have materially affected, or deterioration inare reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting despite the degreefact that most of compliance with policies or procedures may occur. Implementation of new technology relatedour employees are working remotely due to the control system may result
Fluctuation in ourrevenueand 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):
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;
the development and sustainability of an active trading market for our common stock;
the transition of our common stock from the NYSE to the OTCQX;
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;
the overall strength of the economies of the markets we serve and general market volatility; and
other factors discussed elsewhere in this Item 1A, “Risk Factors.”
Because 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.
Our certificate of incorporation and bylaws contain anti-takeover protections that may discourage or prevent strategic transactions, including a takeover of our company, even if such a transaction would be beneficial to our stockholders
Provisions contained in our certificate of incorporation and bylaws, in conjunction with provisions of the Delaware General Corporation Law, could delay or prevent a third party from entering into a strategic transaction with us, even if such a transaction would benefit our stockholders. For example, our certificate of incorporation and bylaws provide for a staggered board of directors, do not allow written consents by stockholders, and have strict advance notice and disclosure requirements for nominees and stockholder proposals.
PROPERTIES |
Our business is conducted in facilities worldwide containing aggregate space of approximately 1.3 million square feet.approximately 1.0 million squares. All facilities are held under leases, which expire at dates through 2025. See 2030. See “Item 1 - Business - Facilities”.
LEGAL PROCEEDINGS |
Information regarding legal proceedings is set forth in
NoteMINE SAFETY DISCLOSURES |
Not applicable.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Common Stock
Our common stock is listed on the NYSEOTCQX under the symbol HHS.HRTH. As of January 31, 2019,2021, there are approximately 1617approximately 1,154 common stockholders of record. The last reported share price of our common stock on March 15, 201923, 2021 was $3.95.
Dividend Policy
The Company currently does not intend on paying any dividends for the foreseeable future. Any payment of future dividends will be at the discretion of Harte Hanke’s Board of Directors and will depend upon, among other factors, the Company’s earnings, financial condition, current and anticipated capital requirements, plans for expansion, level of indebtedness and contractual restrictions, restrictions in our organizational documents including the Certificate of Designation for our Series A Convertible Preferred Stock, and the provisions of the Company’s then-existing indebtedness and other contractual arrangements. The payment of future cash dividends, if any, would be made only from assets legally available.
Issuer Purchases of Equity Securities
The following table contains information about our purchases of equity securities during the fourth quarter of 2018:
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of a Publicly Announced Plan (2) | Maximum Dollar Amount that May Yet Be Spent Under the Plan | ||||||||||
| October 1 - 31, 2018 | — | $ | — | — | $ | 11,437,544 | ||||||||
| November 1 - 30, 2018 | — | $ | — | — | $ | 11,437,544 | ||||||||
| December 1 - 31, 2018 | — | $ | — | — | $ | 11,437,544 | ||||||||
| Total | — | $ | — | — | ||||||||||
Total Number of | Maximum Dollar | |||||||||||||||
Total Number of | Average | Shares Purchased | Amount that May | |||||||||||||
Shares | Price Paid | as Part of a Publicly | Yet Be Spent | |||||||||||||
Period | Purchased (1) | per Share | Announced Plan (2) | Under the Plan | ||||||||||||
October 1 - 31, 2020 | — | $ | — | — | $ | 11,437,544 | ||||||||||
November 1 - 30, 2020 | — | $ | — | — | $ | 11,437,544 | ||||||||||
December 1 - 31, 2020 | — | $ | — | — | $ | 11,437,544 | ||||||||||
Total | — | $ | — | — | ||||||||||||
(1)
Total number of shares purchased includes shares, if any, (i) purchased as part of our publicly announced stock repurchase program, and (ii) pursuant to our 2013 Omnibus Incentive Plan and applicable inducement award agreements with certain executives, withheld to pay withholding taxes upon the vesting of shares.(2)
During the fourth quarter ofSELECTED FINANCIAL DATA |
Not applicable.
| In thousands, except per share amounts | 2018 | 2017 | ||||||
| Statement of Comprehensive Income (loss) data | ||||||||
| Revenues | $ | 284,628 | $ | 383,906 | ||||
| Operating income (loss) from continuing operations | (26,034 | ) | (40,865 | ) | ||||
| Income (loss) from continuing operations | $ | 17,550 | $ | (41,860 | ) | |||
| Earnings (loss) from continuing operations per common share—diluted | $ | 2.38 | $ | (6.76 | ) | |||
| Weighted-average common and common equivalent shares outstanding—diluted | 6,270 | 6,192 | ||||||
| Cash dividends per share | $ | — | $ | — | ||||
| Balance sheet data (at end of period) | ||||||||
| Cash and cash equivalents | $ | 20,882 | $ | 8,397 | ||||
| Total assets | 125,175 | 130,812 | ||||||
| Total debt | 14,200 | — | ||||||
| Total stockholders’ equity (deficit) | (19,184 | ) | (34,635 | ) | ||||
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"&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 1A1 above, which is provided pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, Actas amended (the “1933 Act”) and Section 21E of the Securities Exchange Act of 1934, Act.as amended. Actual results may vary materially from what is expressed in or indicated by the
Overview
The following MD&A section is intended to help the reader understand the results of operations and financial condition of Harte Hanks. This section is provided as a supplement to, and should be read in conjunction with, our consolidated financial statementsConsolidated Financial Statements and the accompanying notes to the consolidated financial statements.
Harte Hanks is known for developing bettera leading global customer experience company operating in three business segments: Marketing Services, Customer Care, and Fulfillment & Logistics Services. Through our end-to-end, commerce-focused capabilities, we assist clients in managing their relationships and experiences and defining interaction-led marketing.
We are affected by the general, national, and international economic and business conditions in the markets where we and our customers operate. Marketing budgets are largely discretionary in nature, and as a consequence are easier for our clients to reduce in the short-term than all other expenses. Further, our contracts with our clients generally don’t require them to purchase a specified amount of services from us and could be cancelled on relatively short notice. 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 specificour 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 continued to face afaced an increasingly challenging competitive environment in 2018.2020. We saw an increase in both traditional consulting firms and niche companies becoming players in the customer experience landscape. Additionally, the decrease in client budgets/investments in customer experience activities due to the global pandemic naturally increased competition. The sale of 3Q Digitalour direct mail assets and equipment to Summit in 2018, and our recent preferred stock financing from Wipro,April 2020, together with our restructuring efforts that are meantactivities, have and will continue to result in a decrease of recurring expenses,expenses. These are all partspart of our efforts to prioritize our investments and focus on our core business of optimizing the journey of our clients' customer journeycustomers' clients across an omni-channel delivery platform. We expect these actions will continue to enhance our liquidity and financial flexibility.flexibility, but no assurance can be given that we will sufficiently offset the loss of revenue we have suffered over the past number of years. For additional information, see Liquidity“Liquidity and Capital Resources. We have taken actions to return the business to profitability and improve our cash, liquidity, and financial position. This includes workforce restructuring, making investments targeted at improving product offerings, and implementing expense reductions.Resources” section.
Results of Operations
Operating results from operations were as follows:
| Year Ended December 31, | ||||||||||||
| In thousands, except per share amounts | 2018 | % Change | 2017 | |||||||||
| Revenues | $ | 284,628 | -25.9 | % | $ | 383,906 | ||||||
| Operating expenses | 310,662 | -26.9 | % | 424,771 | ||||||||
| Operating loss | $ | (26,034 | ) | 36.3 | % | $ | (40,865 | ) | ||||
| Operating margin | (9.1 | )% | -14.2 | % | (10.6 | )% | ||||||
| Other (income) and expenses | (25,472 | ) | -333.9 | % | 10,889 | |||||||
| Income tax benefit | (18,112 | ) | 83.1 | % | (9,894 | ) | ||||||
| Net Income (loss) | $ | 17,550 | 141.9 | % | $ | (41,860 | ) | |||||
| Diluted EPS from operations | $ | 2.38 | 135.2 | % | $ | (6.76 | ) | |||||
Year Ended December 31, | ||||||||||||
In thousands, except per share amounts | 2020 | % Change | 2019 | |||||||||
Revenues | $ | 176,900 | -18.7 | % | $ | 217,577 | ||||||
Operating expenses | 187,476 | -21.6 | % | 239,183 | ||||||||
Operating loss | $ | (10,576 | ) | -51.1 | % | $ | (21,606 | ) | ||||
Operating margin | (6.0 | )% | -39.6 | % | (9.9 | )% | ||||||
Other expense | 7,733 | 166.2 | % | 2,905 | ||||||||
Income tax (benefit) expense | (16,615 | ) | -1047.8 | % | 1,753 | |||||||
Net loss | $ | (1,694 | ) | -93.6 | % | $ | (26,264 | ) | ||||
Diluted EPS from operations | $ | (0.34 | ) | -92.1 | % | $ | (4.26 | ) | ||||
Year ended December 31, 20182020 vs. Year ended December 31, 2017
Consolidated Results
Revenues
Revenues were $284.6of $176.9 million in the year ended December 31, 2018,2020 declined $40.7 million, or 18.7%, as compared to $383.9$217.6 million in the year ended December 31, 2017. These results reflected the impact of declines2019. Revenue in all of our industry verticals. Our consumer brand, retail, B2B, transportation, financial services and healthcare verticals declined by $29.9Customer Care segment increased $10.2 million, or 33.8%21.1%, $28.9to $58.7 million driven by strong project based revenue for new clients and increases in demand by existing clients. Revenue in our Fulfillment & Logistics Services declined $41.8 million, or 30.3%40.6%, $19.2to $61.1 million and revenue in our Marketing Services declined $9.1 million, or 23.1%,
Among other factors, our revenue performance will depend on general economic conditions in the markets we serve and how successful we are at maintaining and growing business with existing clients and acquiring new clients, and meeting our clients' demands.clients. We believe that, in the long-term, an increasing portion of overall marketing and advertising expenditures will be movedshifted from other advertising media to targeted media and thatadvertising resulting in a benefit to our business will benefit as a result.business. Targeted media advertising results can be more effectively tracked, enabling measurement of the return on marketing investment.
Operating Expenses
Operating expenses were $310.7of $187.5 million in the year ended December 31, 2018,2020 declined $51.7 million, or 21.6%, compared to $424.8$239.2 million in 2017. This $114.1 million year-over-year decline was partially caused by the sale of 3Q Digital ($26.8 million of total operating expense reduction)year ended December 31, 2019.
Labor costs decreased by $66.4$18.2 million, or 28.8%14.9%, compared to the year ended December 31, 2019, primarily due to lower payroll expense from lower revenue across most revenue streams and our expense reduction efforts, which was partially offset by higher temporary labor expenses in Customer Care driven by an increased volume of work. Production and distribution expenses declined $26.6 million, or 35.1%, compared to the year ended December 31, 2019, primarily due to lower revenue and cost reduction initiatives. Advertising, Selling and General and Administrative expenses declined $2.8 million or 11.4%, primarily due to $2.0 million of lower business services expense resulting from the reduction in IT services expenses including data processing fees and data network services as well as $1.2 million of lower employee expenses as a result of ourless travel and related expenses. The decrease was partially offset by the $0.6 million of higher professional service expenses. Depreciation expense reduction efforts and the sale of 3Q Digital ($21.3 million). Production and distribution expenses declined $8.8$1.7 million, or 8.1%32.3%, compared to the year ended December 31, 2019, primarily duedue to lower capital expenditures and disposal of mail equipment in the lowertransaction with Summit.
The largest components of our operating expenses are labor, transportation expenses and the sale of 3Q Digital ($2.1 million expense reduction compared to 2017). Advertising, Selling and General expenses declined $6.2 million primarily due to a reduction in employee-related expenses and the sale of 3Q Digital ($3.2 million expense reduction compared to 2017). Impairment of assets was $4.9 million in 2018 compared to $34.5 million goodwill impairment recorded in 2017. Depreciation, software and intangible asset amortization expense declined
Postage costs of mailings are borne by our clients and are not directly reflected in our revenues or expenses.
In the yearyears ended December 31, 2018, compared2020 and 2019, we recorded restructuring charges of $9.4 million and $11.8 million, respectively. See Note O, Restructuring Activities, in the Notes to $40.9Consolidated Financial Statements for further discussion on restructuring activities.
Operating Loss
Operating loss was $10.6 million in the year ended December 31, 2017. The $14.8 million decrease in operating loss reflected the impact of a decrease in revenue of $99.3 million, offset by a larger $114.1 million decrease in operating expenses.
Interest Expense
Interest expense, net, in the year ended December 31, 2020, decreased $0.1 million compared to the year ended December 31, 2019. due to lower interest rate.
Gain on sale
The gain on sale for the year ended December 31, 2019 was mainly the result of the $5.0 million earn out we received related to the qualified sale of 3Q Digital. There was no gain on sale recognized in the year ended December 31, 2020.
Other Expense, net
Total other expense, net was $6.6 million in the year ended December 31, 2020, compared to other expense of $10.9$7.1 million in 2017.the year ended December 31, 2019. This $36.4$0.5 million increasedecrease in other incomeexpense was primarily attributable to the salereduction of 3Q Digital resulting in a gain of $31 million.
Income Taxes
Our 2020 income tax benefit was $16.6 million in the year ended December 31, 2020, compared to tax expense of $1.8 million in the year ended December 31, 2019. The increase in benefit of $18.4 million was due to the enactment of the CARES Act, which permitted the carryback of Net Operating Losses from the years 2018 through 2020 to tax years when the federal statutory rate was 35%, resulting in the additional tax benefit.
We have in general historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full calendar year to ordinary income or loss for the reporting period. However, we used a discrete effective tax rate method to calculate income taxes for the year ended December 31, 2020 and December 31, 2019 because we determined that our ordinary income or loss cannot be reliably estimated and small changes in estimated ordinary income would result in significant changes in the estimated annual effective tax rates.
Net Loss
We recorded net loss of $1.7 million and $26.3 million in 2020 and 2019, respectively. The $24.6 million decrease in net loss was primarily the result of the $51.7 million decrease in operating expenses which exceeded the decrease in revenue of $40.7 million, as well as the $18.4 million increase in income tax benefit realized in 2020.
Segment Results
The following is a discussion and analysis of the results of our reporting segments for the years ended December 31, 2020 and 2019. There are three principal financial measures reported to our CEO (the chief operating decision maker) for use in assessing segment performance and allocating resources. Those measures are revenue, operating income (loss) and operating income (loss) plus depreciation and amortization (“EBITDA”). For additional information, see Note P, Segment Reporting, in the Notes to Consolidated Financial Statements for further discussion.
Marketing Services:
Q1 | Q2 | Q3 | Q4 | For the Year ended | ||||||||||||||||||||||||||||
in thousands | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||
Revenues | $ | 13,500 | $ | 16,863 | $ | 12,965 | $ | 16,185 | $ | 15,217 | $ | 16,663 | $ | 15,411 | $ | 16,447 | $ | 57,093 | $ | 66,158 | ||||||||||||
Segment operating expense | 11,092 | 15,431 | 10,479 | 13,888 | 12,835 | 12,430 | 12,086 | 12,403 | 46,492 | 54,152 | ||||||||||||||||||||||
Restructuring | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||
Contribution margin | 2,408 | 1,432 | 2,486 | 2,297 | 2,382 | 4,233 | 3,325 | 4,044 | 10,601 | 12,006 | ||||||||||||||||||||||
Overhead Allocation | 1,347 | 1,996 | 1,286 | 1,728 | 1,173 | 1,556 | 1,237 | 1,329 | 5,043 | 6,609 | ||||||||||||||||||||||
EBITDA | 1,061 | (564 | ) | 1,200 | 569 | 1,209 | 2,677 | 2,088 | 2,715 | 5,558 | 5,397 | |||||||||||||||||||||
Depreciation | 182 | 233 | 140 | 188 | 141 | 113 | 140 | 192 | 603 | 726 | ||||||||||||||||||||||
Operating income (loss) | $ | 879 | $ | (797 | ) | $ | 1,060 | $ | 381 | $ | 1,068 | $ | 2,564 | $ | 1,948 | $ | 2,523 | $ | 4,955 | $ | 4,671 | |||||||||||
Year Ended December 31, | |||||||||||
In thousands | 2020 | % Change | 2019 | ||||||||
Revenues | $ | 57,093 | -13.7 | % | $ | 66,158 | |||||
Operating Income | 4,955 | 6.1 | % | 4,671 | |||||||
Operating Income % of Revenue | 8.7 | % | 7.1 | % | |||||||
Marketing Services segment revenue declined $9.1 million, or 13.7%, driven largely by decreases in client budgets due to the COVID-19 pandemic. Despite the decline in revenue, operating income for the segment increased $0.3 million due to restructuring and expense reductions recognized as a result of our restructuring activities and transformation plan. Operating Income margin in 2020 improved to 8.7% from operations.7.1% in 2019, a 22.5% improvement.
Customer Care:
Q1 | Q2 | Q3 | Q4 | For the Year ended | |||||||||||||||||||||||||||
in thousands | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||
Revenues | $ | 8,480 | $ | 12,382 | $ | 15,227 | $ | 12,953 | $ | 17,933 | $ | 11,323 | $ | 17,028 | $ | 11,781 | $ | 58,668 | $ | 48,439 | |||||||||||
Segment operating expense | 8,346 | 13,128 | 12,226 | 12,494 | 14,097 | 10,985 | 13,629 | 10,903 | 48,298 | 47,510 | |||||||||||||||||||||
Restructuring | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||
Contribution margin | 134 | (746 | ) | 3,001 | 459 | 3,836 | 338 | 3,399 | 878 | 10,370 | 929 | ||||||||||||||||||||
Overhead Allocation | 929 | 1,442 | 873 | 1,247 | 827 | 1,116 | 854 | 968 | 3,483 | 4,773 | |||||||||||||||||||||
EBITDA | (795 | ) | (2,188 | ) | 2,128 | (788 | ) | 3,009 | (778 | ) | 2,545 | (90 | ) | 6,887 | (3,844 | ) | |||||||||||||||
Depreciation | 217 | 280 | 240 | 250 | 323 | 239 | 317 | 172 | 1,097 | 941 | |||||||||||||||||||||
Operating (loss) income | $ | (1,012 | ) | $ | (2,468 | ) | $ | 1,888 | $ | (1,038 | ) | $ | 2,686 | $ | (1,017 | ) | $ | 2,228 | $ | (262 | ) | $ | 5,790 | $ | (4,785 | ) | |||||
Year Ended December 31, | ||||||||||||
In thousands | 2020 | % Change | 2019 | |||||||||
Revenues | $ | 58,668 | 21.1 | % | $ | 48,439 | ||||||
Operating Income (loss) | 5,790 | 221.0 | % | (4,785 | ) | |||||||
Operating Income % of Revenue | 9.9 | % | -9.9 | % | ||||||||
Customer Care segment revenue increased $10.2 million primarily due to additional project work and an increase in volumes with existing clients. Operating Income for the year ended December 31, 2020 was $5.8 million, an increase of $10.6 million compared to the prior year. This increase was the result of the increase in revenue as well as our efforts to restructure the cost structure of this segment.
Fulfillment & Logistics Services:
Q1 | Q2 | Q3 | Q4 | For the Year ended | ||||||||||||||||||||||||||||||||||||
in thousands | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||||||
Revenues | $ | 18,542 | $ | 29,905 | $ | 13,409 | $ | 25,548 | $ | 14,552 | $ | 23,428 | $ | 14,636 | $ | 24,099 | $ | 61,139 | $ | 102,980 | ||||||||||||||||||||
Segment operating expense | 18,142 | 27,646 | 13,450 | 23,835 | 13,392 | 22,305 | 13,695 | 21,822 | 58,679 | 95,608 | ||||||||||||||||||||||||||||||
Restructuring | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
Contribution margin | 400 | 2,259 | (41 | ) | 1,713 | 1,160 | 1,123 | 941 | 2,277 | 2,460 | 7,372 | |||||||||||||||||||||||||||||
Overhead Allocation | 1,078 | 1,843 | 973 | 1,522 | 886 | 1,382 | 911 | 1,196 | 3,848 | 5,943 | ||||||||||||||||||||||||||||||
EBITDA | (678 | ) | 416 | (1,014 | ) | 191 | 274 | (259 | ) | 30 | 1,081 | (1,388 | ) | 1,429 | ||||||||||||||||||||||||||
Depreciation | 552 | 647 | 495 | 589 | 138 | 621 | 115 | 681 | 1,300 | 2,538 | ||||||||||||||||||||||||||||||
Operating (loss) income | $ | (1,230 | ) | $ | (231 | ) | $ | (1,509 | ) | $ | (398 | ) | $ | 136 | $ | (880 | ) | $ | (85 | ) | $ | 400 | $ | (2,688 | ) | $ | (1,109 | ) | ||||||||||||
Year Ended December 31, | ||||||||||||
In thousands | 2020 | % Change | 2019 | |||||||||
Revenues | $ | 61,139 | -40.6 | % | $ | 102,980 | ||||||
Operating Loss | (2,688 | ) | 142.4 | % | (1,109 | ) | ||||||
Operating Loss % of Revenue | -4.4 | % | -1.1 | % | ||||||||
Fulfillment & Logistics Services segment revenue declined $41.8 million compared to the prior year. This decline was mainly due to decreases in our under-performing mail production facilities that were shut down in the second quarter of 2020, as well as COVID related declines in volumes for our clients and lost clients. Operating Loss was $2.7 million for 2020 compared to an Operating Loss of $1.1 million in the previous year primarily driven by the revenue decrease experienced by the segment.
Sources and Uses of Cash
Our cash and cash equivalent balances were $20.9$29.4 million and $8.4$28.1 million as of December 31, 2020 and 2019, respectively. Our cash and cash equivalent and restricted cash balances were $33.6 million and $34.1 million as of December 31, 2020 and 2019, respectively.
On April 20, 2020, the Company received PPP Term Note proceeds in the amount of $10 million. On August 5, 2020, we received $3.3 million in federal tax refunds related to our 2018 NOL carryback. On November 19, 2020, we received $2.1 million and 2017. $3.2 million in federal tax refunds related to our 2014 and 2016 NOL carryback, respectively. On December 4, 2020, we received $1.0 million in federal tax refunds related to our 2015 NOL carryback. On June 26, 2019, we received $15.9 million in aggregate federal income tax refunds related to carryback of capital losses. On May 7, 2019, we received a $5 million earn-out or contingent payment from the sale of 3Q Digital. We also expect to receive additional tax refunds of $7.5 million in 2021, as a result of the change to the tax NOL carryback provisions included in the CARES Act.
Our principal sources of liquidity are cash on hand, cash provided by operating activities, and borrowings. Our cash is primarily used for general corporate purposes, working capital requirements and capital expenditures.
At this time, we believe that we will be able to continue to meet our liquidity requirements and fund our fixed obligations (such as debt services, operating leases and unfunded pension plan benefit payments) and other cash needs for our operations for at least the next twelve months through a combination of cash on hand, cash flow from operations, a significant tax refund receivable and borrowings under the Texas Capital Credit Facility. Although the Company believes that it will be able to meet its cash needs for the foreseeable future, if unforeseen circumstances arise the company may need to seek alternative sources of liquidity.
Operating Activities
Net cash used in operating activities was $9.2$7.8 million for the year ended December 31, 2018.2020. This compared to cash used inprovided by operating activities of $30.8$12.1 million for the year ending ended December 31, 2017.2019. The $21.6$19.9 million year-over-year decrease was primarily the result of change from net loss in 2017 to net income in 2018, a change in accrued liabilities, which included the impact of 2017 federal income tax payment due to the $9 million increase in net pension payment (cost), $6.3 million lower tax refund received in the year ended December 31, 2020 versus 2019, as well as the $5 million earn out related to the qualified sale of our Trillium Software business3Q Digital received in 2016, the impactsecond quarter of an increase in accounts payable during 2018, as compared to a decrease in 2017.
Investing Activities
Net cash used in investing activities was $0.1$0.8 million for the year ended December 31, 2018.2020. This compared to cash used in investing activities of $5.7$2.6 million for the year ending ended December 31, 2017.2019. The $5.6$1.8 million decreaseimprovement was duemainly attributable to the $1.9 million of proceeds from the sale of 3Q Digitaldirect mail assets and equipment to Summit and other vendors in late February 20182020 and reducedlower capital expenditure in 2018.
Financing Activities
Net cash provided by financing activities was $22.7$7.3 million for the year ended December 31, 2018 and net cash used in financing activities was $1.52020, compared to $3.1 million for the year ended December 31, 2017.2019. The $24.2$4.2 million increase was primarily due to the $10 million PPP Term Note we received in cash inflows in 2018 compared to 2017the second quarter of 2020, which was drivenpartially offset by the $14.2repayment of $1.6 million of the borrowings outstanding under our Texas Capital Credit Facility in the second and third quarter of 2020 as well as $4.5 million increased borrowing under our revolver line and the issuanceCompany’s Texas Capital Credit Facility in the first quarter of $9.7 million Series A Preferred Stock in 2018.
Foreign Holdings of Cash
Consolidated foreign holdings of cash as of December 31, 20182020 and 20172019 were $2.6$2.5 million and $2.6$3.4 million.
Long Term Debt
On April 17, 2017, we entered into a secured credit facility with Texas Capital Bank, N.A., that provides that we may borrow up to $20 million from time to time (the "Texas Capital Credit Facility"). Thethe Texas Capital Credit Facility is being usedthat provided us with a $20.0 million revolving credit facility and for general corporate purposes and to provide collateral for up to $5.0 million of letters of credit issued by Texas Capital Bank.Bank up to $5.0 million.
On January 9, 2018, we entered into an amendment to the Texas Capital Credit Facility that increased our borrowing capacity to $22.0 million and extended the maturity by one year to April 17, 2020. On May 7, 2019, we entered into an amendment to the Texas Capital Credit Facility which further extended the maturity of the facility by one year to April 17, 2021. On May 11, 2020, we entered into a third amendment to the Texas Capital Credit Facility which further extended the maturity of the facility by one year to April 17, 2022 and decreased the borrowing capacity to $19.0 million. The Texas Capital Credit Facility isremains secured by substantially all of the company'sour assets and iscontinues to be guaranteed by HHS Guaranty, LLC, an entity formed to provide credit support for Harte Hanks by certain members of the Shelton family (descendants of one of our founders) that is otherwise not related to our company.
At December 31, 20182020 and 2017,2019, we had letters of credit in the amount of $2.8$1.8 million outstanding.and $1.7 million outstanding, respectively. No amounts were drawn against these letters of credit at December 31, 20182020 and 2017.2019. These letters of credit exist to support insurance programs relating to workers’ compensation, automobile, and general liability. We had no other off-balance sheet financing arrangements at December 31, 20182020 and 2017.
As of December 31, 20182020 and 2019, we had $17.1 million and $18.7 million of borrowings outstanding under the Texas Capital Facility. As of December 31, 2020, we had the ability to borrow an additional $0.1 million under the facility.
On April 20, 2020, the Company received loan proceeds in the amount of $10 million under the Small Business Administration PPP Term Note. The PPP Term Note, established as part of the CARES Act, provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable so long as, follows:
The PPP Term Note bears interest at a fixed annual rate of 1.00%, with interest deferred for the first eighteen months. The Company used the proceeds for purposes consistent with the Paycheck Protection Program. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loan, we cannot assure you that we will not take actions that could cause the Company to be ineligible for forgiveness of the loan, in whole or in part. At this time, the Company anticipates forgiveness of the entire amount of the PPP Term Note; however, we are not in a position to estimate the timing of the completion of the forgiveness process. We applied for the forgiveness of the PPP Term Note in the first quarter of 2021.
| In thousands | Total | 2019 | 2020 | 2021 | 2022 | 2023 | Thereafter | |||||||||||||||||||||
| Debt | $ | 14,200 | $ | — | $ | 14,200 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
Interest on debt (1) | 825 | 634 | 191 | — | — | — | — | |||||||||||||||||||||
| Operating lease obligations | 35,018 | 9,645 | 8,815 | 7,425 | 5,456 | 2,349 | 1,328 | |||||||||||||||||||||
| Capital lease obligations | 1,423 | 748 | 307 | 131 | 133 | 104 | — | |||||||||||||||||||||
| Purchase obligations and others | 9,104 | 3,167 | 3,087 | 2,632 | 218 | — | — | |||||||||||||||||||||
| Unfunded pension plan benefit payments | 17,680 | 1,684 | 1,714 | 1,742 | 1,786 | 1,836 | 8,918 | |||||||||||||||||||||
| Total contractual cash obligations | $ | 78,250 | $ | 15,878 | $ | 28,314 | $ | 11,930 | $ | 7,593 | $ | 4,289 | $ | 10,246 | ||||||||||||||
Dividends
We did not pay any dividends in 2018 and 2017.either 2020 or 2019. We currently intend to retain any future earnings and do not expect to pay cash dividends on our common stock.stock in the foreseeable future. Any future dividend declaration can be made only upon, and subject to, approval of our Board, based on its business judgment.
Share Repurchase
During 20182020 and 2017,2019, we did not repurchase any shares of our common stock under our current stock repurchase program that was publicly announced in August 2014. Under our current program we are authorized to spend up to $20.0 million to repurchase shares of our outstanding common stock. At December 31, 2018,2020, we had authorization of $11.4 million remaining under this program. From 1997 through December 31, 2018,2020, we repurchased 6.8 million shares for an aggregate of $1.2 billion.
Outlook
We consider such factors as total cash and cash equivalents and restricted cash, current assets, current liabilities, total debt, revenues, operating income (loss), cash flows from operations, investing activities, and financing activities when assessing our liquidity. 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.
Critical Accounting Policies
Critical accounting policies are defined as those that, in our judgment, are most important to the portrayal of our company’sCompany’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 from those estimates under different assumptions and conditions.
Our Significant Accounting policies are described in Note A,
Overview and Significant Accounting Policies,Revenue Recognition
Application of various accounting principles in U.S. GAAP related to measurement and recognition of revenue requires us to make significant judgments and estimates. Specifically, complex arrangements with non-standard terms and conditions may require significant contract interpretation to determine appropriate accounting.
We recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to be entitled to receive in exchange for those products or services. We apply the following five-step revenue recognition model:
Identification of the contract, or contracts, with a customer
Identification of the performance obligations in the contract
Determination of the transaction price
Allocation of the transaction price to the performance obligations in the contract
Recognition of revenue when (or as) we satisfy the performance obligation
We record revenue net of any taxes collected from customers and subsequently remitted to governmental authorities. Any payments received in advance of the performance of services or delivery of the product are recorded as deferred revenue until such time as the services are performed or the product is delivered. Costs incurred for search engine marketing solutions and postage costs of mailings are billed to our clients and are not directly reflected in our revenue.
Income Taxes
We are subject to income taxes in the United States and numerous other jurisdictions. Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws.
We record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. For additional information on the valuation allowance see Note D,
We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although we believe that we have adequately reserved for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materially different. We adjust these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and operating results. The provision for income taxes includes the effects of any reserves that we believe are appropriate, as well as the related net interest and penalties.
Recent Accounting Pronouncements
See
Note A,QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
Not applicable.
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 32 38 of this Form 10-K (Financial Statements).
We maintain disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange“Exchange Act”) that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our CEO, CFO,Chief Executive Officer (“CEO”) and Corporate ControllerChief Financial Officer (“CFO”) as appropriate to allow timely decisions regarding required disclosure.
Our management, including our CEO CFO, and Corporate ControllerCFO, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2018, the end of the period covered by this Annual Report on form 10-K.2020. Based upon such evaluation, our CEO CFO, and Corporate ControllerCFO concluded that ourthe design and operation of these disclosure controls and procedures were not effective, solely dueat the “reasonable assurance” level, to the material weaknesses in our internal controls over financial reporting that are described below.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Our internal control over financial reporting is a process designed by, or under the supervision of our CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company'sCompany’s financial statements for external purposes in accordance with U.S. GAAP.
Management evaluated, under the supervision of our CEO CFO, and Corporate Controller,CFO, the design and effectiveness of the Company'sCompany’s internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission ("COSO"(“COSO”). Based on this assessment, management concluded that internal control over financial reporting was not effective because material weaknesses existed at December 31, 2018 as described below.
Changes in Internal Control over Financial Financial Reporting
There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2018our most recent fiscal year that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.
OTHER INFORMATION |
None.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Information - Section 16(a) Beneficial Ownership Reporting Compliance" is incorporate herein by reference.
EXECUTIVE COMPENSATION |
Information required by this item regarding the compensation of our “named executive officers” and directors and other required information will be set forthincluded in our
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Information at Year-End 2018
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Information required by this item regarding director independence will be set forthincluded in our
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
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 forthincluded in our 2019 Proxy Statement underan amendment hereto or a definitive proxy statement to be filed with the caption “Audit Committee and Independent Registered Public Accounting Firm,” which information is incorporated herein by reference.SEC within 120 days of the fiscal year ended December 31, 2020.
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 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. Index to Consolidated Financial Statements 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. Report of Independent Registered Public Accounting Firm To Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Harte Hanks, Inc. and Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue from Contracts with Customers As described in Note C to the consolidated financial statements, the Company recorded $176.9 million in revenue for the year ended December 31, 2020, which consists of several different revenue streams. The nature of the services offered by each revenue stream is different, and the Company’s process for revenue recognition differs between each of the discrete revenue streams. Additionally, a portion of the Company’s revenue is recognized through large volumes of low-dollar transactions. The Company’s revenue recognition processes are reliant upon a combination of automated and manual controls which rely on several distinct information technology (IT) systems. We identified revenue from contracts with customers as a critical audit matter. Obtaining an understanding of the complex processes and systems used in the Company’s revenue recognition, and evaluating the processes and related internal controls for multiple revenue streams required significant auditor effort, including specialized skills and knowledge related to several distinct IT systems. Additionally, determining the nature and extent of our audit procedures and evaluating the overall sufficiency of the audit evidence required subjective auditor judgment. Addressing the critical audit matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others: ● Testing the design and operating effectiveness of key process-level controls related to revenue, including both manual and automated controls. ● Involving IT professionals with specialized skills and knowledge who assisted in the identification of key systems used for the processing and recording of revenue transactions and testing the general IT controls over each of these systems. ● For a selection of transactions, comparing the amount of revenue recorded for consistency with underlying supporting documentation. ● Evaluating the overall sufficiency of the audit evidence obtained over revenue. /s/ We have served as the Company’s auditor since Tewksbury, Massachusetts March 24, 2021 December 31, In thousands, except per share and share amounts 2020 2019 ASSETS Current assets Cash and cash equivalents Restricted cash Accounts receivable (less allowance of $241 at December 31, 2020 and $666 at December 31, 2019) Contract assets Inventory Prepaid expenses Prepaid income tax and income tax receivable Other current assets Total current assets Property, plant and equipment Buildings and improvements Equipment and furniture Software Software development and equipment installations in progress Gross property, plant and equipment Less accumulated depreciation and amortization Net property, plant and equipment Right-of-use assets Other assets Total assets LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accounts payable and accrued expenses Accrued payroll and related expenses Deferred revenue and customer advances Customer postage and program deposits Other current liabilities Short-term lease liabilities Total current liabilities Long-term debt, net of current portion Pensions Deferred tax liability, net Long-term lease liabilities Other long-term liabilities Total liabilities Preferred stock, $1 par value, 1,000,000 shares authorized; 9,926 shares of Series A Convertible Preferred Stock, issued and outstanding Stockholders’ deficit Common stock, $1 par value, 25,000,000 shares authorized,12,121,484 shares issued, 6,599,309 and 6,302,936 shares outstanding at December 31, 2020 and December 31, 2019, respectively Additional paid-in capital Retained earnings Less treasury stock, 5,522,175 shares at cost at December 31, 2020 and 5,818,548 shares at cost at December 31, 2019 Accumulated other comprehensive loss Total stockholders’ deficit Total liabilities, preferred stock and stockholders’ deficit See Accompanying Notes to Consolidated Financial Statements. Year Ended December 31, In thousands, except per share amounts 2020 2019 Revenue Operating expenses Labor Production and distribution Advertising, selling, general and administrative Restructuring expense Depreciation expense Total operating expenses Operating loss Other expense Interest expense, net Gain on sale from 3Q Digital Other, net Total other expense Loss before income taxes Income tax (benefit) expense Net loss Less: Preferred stock dividends Loss attributable to common stockholders Loss per common share Basic Diluted Weighted-average shares used to compute loss per share attributable to common shares Basic Diluted Comprehensive loss, net of tax Net loss Adjustment to pension liability Foreign currency translation adjustments Adoption of ASU 2018-02 Total other comprehensive loss, net of tax Comprehensive loss See Accompanying Notes to Consolidated Financial Statements. Accumulated Additional Other Total Preferred Common Paid-in Retained Treasury Comprehensive Stockholders’ In thousands Stock Stock Capital Earnings Stock loss Equity (Deficit) Balance at December 31, 2018 Effect of change in accounting principle Exercise of stock options and release of unvested shares Stock-based compensation Treasury stock issued Net loss Other comprehensive loss Balance at December 31, 2019 See Accompanying Notes to Consolidated Financial Statements. Harte Hanks, Inc. and Subsidiaries Consolidated Statements of Cash Flows Year Ended December 31, In thousands 2020 2019 Cash Flows from Operating Activities Net loss Adjustments to reconcile net loss to net cash (used in) provided by operating activities Depreciation and software amortization Restructuring Stock-based compensation Net pension (payment) cost Deferred income taxes Changes in assets and liabilities, net of dispositions: (Increase) decrease in accounts receivable, net and contract assets Decrease in inventory (Increase) decrease in prepaid expenses, income tax receivable and other current assets Decrease in accounts payable and accrued expense Decrease in other accrued expenses and liabilities Net cash (used in) provided by operating activities Cash Flows from Investing Activities Purchases of property, plant and equipment Proceeds from the sale of property, plant and equipment Net cash used in investing activities Cash Flows from Financing Activities Borrowings Repayment of borrowings Debt financing costs Issuance of common stock Payment of finance leases Treasury stock activities Net cash provided by financing activities Effect of exchange rate changes on cash, cash equivalents and restricted cash Net (decrease) increase in cash and cash equivalents and restricted cash Cash and cash equivalents and restricted cash at beginning of year Cash and cash equivalents and restricted cash at end of year Supplemental disclosures Cash paid for interest Cash received for income taxes, net of payments Non-cash investing and financing activities Purchases of property, plant and equipment included in accounts payable and accrued expense See Accompanying Notes to Consolidated Financial Statements Harte Hanks, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note A — Overview and Background Harte Hanks, Inc. The Company is closely monitoring the impact of the 2019 novel coronavirus (“COVID-19”) on all aspects of its business. In connection with the pandemic, some of our customers have reduced the amount of work we provide to them while other customers have requested accommodations including extensions of payment or restructuring of agreements. In addition, some of our customers have declared bankruptcy and we expect additional customers to file for bankruptcy in the coming months. Our Customer Care business has experienced increases in volumes and additional new client business due to the increased demand for these services driven by COVID-19. While the COVID-19 pandemic has not had a material adverse impact on the Company’s operations to date, the pandemic has caused significant volatility in the global markets and has caused many companies to slow production or find alternative means for employees to perform their work. It is possible that the COVID-19 pandemic, the measures taken by governments around the globe, which as a result of increasing infection rates have become more restrictive, and the resulting economic impact may materially and adversely affect the Company’s results of operations, cash flows and financial position as well as the financial stability of its customers. The COVID-19 pandemic may also exacerbate other risks discussed in Part I, “Item 1A. Risk Factors” in this Annual Report on Form-10K, which could materially affect our business, financial condition, or future results. Refer to “Item 1A. Risk Factors” in this Annual Report on Form 10-K for a further discussion on COVID-19 and the risks the Company currently faces. Segment Reporting The Company operates Geographic Concentrations Depending on the needs of our clients, our services are provided through an integrated approach through The following table provides information about the operations in different geographic Year Ended December 31, In thousands 2020 2019 Revenue (1) United States Other countries Total revenue December 31, 2020 2019 (1) Geographic revenues are based on the location of the service being performed. (2) Property, plant and equipment are based on physical location. Revenue and Credit Concentration One customer represented 10% of total accounts receivable as of December 31, 2020. There were no customers with a balance of greater than 10% of accounts receivable as of December 31, 2019. Another customer comprised 11.2% of total revenue for the year ended December 31, 2020. There were no customers that represented greater than 10% of total revenue for the year ended December 31, 2019. Our largest 25 customers in terms of revenue comprised 62% and 64% of total revenue for the years ended December 31, 2020 and 2019, respectively. Related Party Transactions From 2016 until October 2020, we conducted business with Wipro, whereby Wipro provided us with a variety of technology-related services. We have since terminated all service agreements with Wipro. Effective January 30, 2018, Wipro became a related party when it purchased 9,926 shares of our Series A Preferred Stock (which are convertible at Wipro’s option into 1,001,614 shares, or 15% of our Common Stock as of December 31, 2020), for aggregate consideration of $9.9 million. For information pertaining to the Company’s preferred stock, See Note E, Convertible Preferred Stock. Consolidation The accompanying audited consolidated financial statements Use of Estimates The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes could differ from those estimates and assumptions. Such estimates include, but are not limited to, estimates related to lease accounting; pension accounting; fair value for purposes of assessing Operating Expense Presentation in Consolidated Statements of Comprehensive The “Labor” line in the Consolidated Statements of Comprehensive Revenue Recognition We recognize revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to be entitled to receive in exchange for those products or Identification of the contract, or contracts, with a customer Identification of the performance obligations in the contract Determination of the transaction price Allocation of the transaction price to the performance obligations in the contract Recognition of revenue when (or as) we satisfy the performance obligation Certain client programs provide for adjustments to billings based upon whether we achieve certain performance criteria. In these circumstances, revenue is recognized when the foregoing conditions are met. We record revenue net of any taxes collected from customers and subsequently remitted to governmental authorities. Any payments received in advance of the performance of services or delivery of the product are recorded as deferred revenue until such time as the services are performed or the product is delivered. Costs incurred for search engine marketing solutions payable to the engine host and postage costs of mailings are billed to our clients and are not directly reflected in our revenue. Revenue from agency and digital services, direct mail, logistics, fulfillment and contact center is recognized as the work is performed. Fees for these services are determined by the terms set forth in For arrangements requiring design and build of a database, revenue is not recognized until client acceptance occurs. Up-front fees billed during the setup phase for these arrangements are deferred and direct build costs are capitalized. Pricing for these types of arrangements Fair Value of Financial Instruments FASB ASC 820, Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Because of their maturities and/or variable interest rates, certain financial instruments have fair values approximating their carrying values. These instruments include cash and cash equivalents and restricted cash, accounts receivable, trade payables, and 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. Restricted Cash In our normal business operation, we receive cash from our customers for certain customer program service funding. As these programs impose legal restrictions on the commingling of funds, we present this cash as restricted cash. Allowance for Doubtful Accounts We maintain our allowance for doubtful accounts adequate to reduce accounts receivable to the amount of cash expected to be collected. The methodology used to determine the minimum allowance 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 Year Ended December 31, In thousands 2020 2019 Balance at beginning of year Net charges to expense Amounts recovered against the allowance Balance at end of year Inventory Inventory, consisting primarily of print materials and operating supplies, is stated at the lower of cost (first-in, first-out method) or net realizable value. Property, Plant and Equipment Property, plant and equipment are stated on the basis of cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The general ranges of estimated useful lives are: Years Buildings and improvements Software Equipment and furniture 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. The carrying amount of a long-lived asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. We recorded a Leases We determine if an Income Taxes Income tax expense includes U.S. and international income taxes accounted for under the asset and liability method. Certain income and expenses are not reported in tax returns and financial statements in the same year. Such temporary differences are reported as deferred tax. Deferred tax assets are reported net of valuation allowances where we have assessed that it is more likely than not that a tax benefit will not be realized. Loss Per Share Basic All share-based awards are recognized as operating expense in the “Labor” line of the Consolidated Statements of Comprehensive Reserve for Healthcare, Workers’ Compensation, Automobile and General Liability We are self-insured for the majority of our healthcare insurance. We pay actual medical claims up to a stop loss limit of $0.3 million. In the fourth quarter of 2016, we moved to a guaranteed cost program for our The reserve is estimated using current claims activity, historical experience, and claims incurred but not reported. We use loss development factors that consider both industry norms and company specific information. Our liability is recorded at the estimate of the ultimate cost of claims at the balance sheet date. At December 31, Foreign Currencies In most instances the functional currencies of our foreign operations are the local currencies. Assets and liabilities recorded in foreign currencies are translated in U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during a given month. Adjustments resulting from this translation are charged or credited to other comprehensive loss. Note B - Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In October 2020, the FASB issued ASU 2020-10, Codification Improvements. The amendments in this update ensure that all guidance that requires or provides an option for an entity to provide information in the notes of financial statements is codified in the Disclosure section of the codification and also clarifies the guidance in cases in which the original guidance may have been unclear. This guidance is effective for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted, including adoption in any interim period. The Company is currently evaluating this amendment and does not anticipate a material impact on its consolidated financial statements and related disclosures. In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The standard will be effective for us in the fiscal year 2021, although early adoption is permitted. We have not elected early adoption and we do not expect that the adoption of this accounting standard update (“ASU”) will have a significant impact on our consolidated financial statements. Recently adopted accounting pronouncements Defined Pension Plan In August 2018, the FASB issued ASU 2018-14, Reference Rate Reform In Fair Value Measurements On January 1, 2020, we adopted Accounting Standards Update No. 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820), which improved the effectiveness of disclosure requirements for recurring and Income taxes In February 2018, the FASB issued ASU 2018-02, Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to nonemployee share-based payment accounting, which supersedes ASC 505-50, Accounting for Distributions to Shareholders with Components of Stock and Cash, and expands the scope of ASC 718 to include all share-based payment arrangements related to the acquisition of goods and services from both non-employees and employees. As a result, most of the guidance in ASC 718 associated with employee share-based payments, including most of its requirements related to classification and measurement, applies to non-employee share-based payment arrangements. The ASU is effective for annual periods beginning after December 15, 2018, and the interim periods within those fiscal years with early adoption permitted after the entity has adopted ASC 606. This standard was adopted as of January 1, 2019 and did not have a material impact on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, We The standard had a material impact on our consolidated balance sheets, Restricted Cash In the first quarter of 2019. the Note C - Revenue In May 2014, the FASB issued ASU 2014-09, Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Our contracts with customers state the terms of sale, including the description, quantity, and price of the product or service purchased. Payment terms can vary by contract, but the period between invoicing and when payment is due is not significant. At December 31, Consistent with legacy GAAP, we present sales taxes assessed on revenue-producing transactions on a net basis. We disaggregate revenue by For the Year Ended December 31, 2020 Revenue for performance Revenue for performance obligations recognized obligations recognized at a In thousands over time point in time Total Marketing Services Customer Care Fulfillment & Logistics Services Total Revenue For the Year Ended December 31, 2019 Revenue for performance Revenue for performance obligations recognized obligations recognized at a In thousands over time point in time Total Marketing Services Customer Care Fulfillment & Logistics Services Total Revenue Our contracts with customers may consist of multiple performance obligations. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price Marketing Services Our Most marketing The variable consideration in these contracts primarily relates to time and material-based services and reimbursable out-of-pocket travel costs, both of which are estimated using the expected value method. For time and material-based contracts, we use the “as invoiced” practical expedient. Our databases solutions are built around centralized marketing databases with services rendered to build custom database, database hosting services, customer or target marketing lists and data processing services. These performance obligations, including services rendered to build a custom database, database hosting Our contracts may include outsourced print production work for our clients. These contracts may include a promise to purchase postage on behalf of our clients. In such cases, we have determined we are an agent, rather than principal and therefore recognize net consideration as revenue. We charge our customers for certain data-related services at a fixed transaction-based rate, Customer Care We operate tele-service workstations in the U.S., Asia, and Europe to provide advanced contact center solutions such as speech, voice and video chat, integrated voice response, analytics, social cloud monitoring, and web self-service. Performance obligations are stand-ready obligations and are satisfied over time. With regard to account management and software as a service (“SaaS”), we use a time-elapsed output method to recognize revenue. For performance obligations where we charge customers a transaction-based fee, we use the output method based on transaction quantities. In most cases, our contracts provide us the right to invoice for services provided, therefore, we generally use the “as invoiced” practical expedient to recognize revenue associated with these performance obligations unless significant discounts are offered in a contract and prices for services do not represent their SSPs. The variable consideration in our contracts results primarily from the transaction-based fee structure of some performance obligations with their total transaction quantities to be provided unknown at the onset of a contract, which are estimated using the expected value method. Fulfillment & Logistics Our services, delivered internally and with our partners, include: The majority of performance obligations offered within this revenue stream are satisfied over time and utilize the input or output method, depending on the nature of the service, to measure progress toward satisfying the performance obligation. For performance obligations where we charge customers a transaction-based fee, we utilize the output method based on the quantities fulfilled. Services provided through our fulfillment centers are typically priced at a per transaction basis and our contracts provide us the right to invoice for services provided and reflects the value to the customer of the services transferred to date. In most cases, we use the “as invoiced” practical expedient to recognize revenue associated with these performance obligations unless significant discounts are offered in a contract and prices for services do not represent their standalone selling prices. The variable consideration in our contracts results primarily from the transaction-based fee structure of some performance obligations with their total transaction quantities to be provided unknown at the onset of a contract, which is estimated using the expected value Upfront Non-Refundable Fees We may receive non-refundable upfront fees from customers for implementation of our SaaS database solutions products or for providing training in connection with our contact center solutions. These activities are not deemed to transfer a separate promised service and therefore, represent advanced payments. As we do not deem these activities as transferring a separate promised service, the receipt of such fees represents advanced payments. Where customers have an option to renew a contract, the customer is not required to pay similar upfront fees upon renewal. As a result, we have determined that these renewal options provide for the purchase of future services at a reduced rate and therefore, provide a material right. Transaction Price Allocated to Future Performance Obligations We have elected to apply certain optional exemptions that limit the disclosure requirements over remaining performance obligations at period end to exclude: performance obligations that have an original expected duration of one year or less, transactions using the “as invoiced” practical expedient, or when a performance obligation is a series and we have allocated the variable consideration directly to the services performed. Contract Balances We record a receivable when revenue is recognized prior to invoicing when we have an unconditional right to consideration (only the passage of time is required before payment of that consideration is due) and a contract asset when the right to payment is conditional upon our future performance such as delivery of an additional good or service (e.g. customer contract requires In thousands December 31, 2020 December 31, 2019 Contract assets Deferred revenue and customer advances Deferred revenue included in other long-term liabilities Revenue recognized during the Costs to Obtain and Fulfill a Contract We recognize an asset for the direct costs incurred to obtain and fulfill our contracts with customers to the extent that we expect to recover these Note D - Leases On January 1, 2019, the Company adopted Topic 842 using the modified retrospective approach with optional transition method. The Company recorded operating lease assets (ROU assets) of We have operating and finance leases for corporate and business offices, service facilities, call centers and certain equipment. Leases with an initial term of 12 months or less are generally not recorded on the balance sheet, unless the arrangement includes an option to purchase the underlying asset, or an option to renew the arrangement, that we are reasonably certain to exercise (short-term leases). Our leases have remaining lease terms of one year to six years, some of which may include options to extend the leases for up to an additional five years, and some of which include options to terminate the leases within one year. We sublease our Fullerton (CA), Jacksonville (FL) and Manila facilities. Our current subleases have lease terms ranging from five to 35 months, which will each expire at various dates by fiscal year 2023. As of December 31, 2020, assets recorded under finance and operating leases were approximately $1.0 million and $23.8 million respectively, and accumulated amortization associated with finance leases was $0.5 million. As of December 31, 2019, assets recorded under finance and operating leases were approximately $1.1 million and $17.7 million respectively, and accumulated depreciation associated with finance leases was $0.4 million. Operating lease right of use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The discount rate used to determine the commencement date present value of lease payment is the interest rate implicit in the lease, or when that is not readily determinable, we utilized our incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. During the year ended December 31, 2020, we modified the terms of some of our existing leases which resulted in the re-measurement of the related ROU assets and lease liabilities. We also exercised early termination options and impaired a lease for a facility we were vacating. The resulting impairment and early termination charges are included in our restructuring expenses in the year ended December 31, 2020. Please refer to Note O - Restructuring Activities for more details. The following tables present supplemental balance sheet information related to our financing and operating leases: In thousands As of December 31, 2020 Operating Leases Finance Leases Total Right-of-use Assets Liabilities Short-term lease liabilities Long-term lease liabilities Total Lease Liabilities In thousands As of December 31, 2019 Operating Leases Finance Leases Total Right-of-use Assets Liabilities Short-term lease liabilities Long-term lease liabilities Total Lease Liabilities For the year ended December 31, 2020 and 2019 the components of lease expense were as follows: In thousands Year Ended December 31, 2020 Year Ended December 31, 2019 Operating lease cost Finance lease cost Amortization of right-of-use assets Interest on lease liabilities Total Finance lease cost Variable lease cost Sublease income Total lease cost, net Other information related to leases was as follows: In thousands Year Ended December 31, 2020 Year Ended December 31, 2019 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases Operating cash flows from finance leases Financing cash flows from finance leases Weighted Average Remaining Lease term Operating leases Finance leases Weighted Average Discount Rate Operating leases Finance leases The maturities of the Company’s finance and operating lease liabilities as of December 31, 2020 are as follows: In thousands Operating Leases (1) Finance Leases Year Ending December 31, 2021 2022 2023 2024 2025 2026 Total future minimum lease payments Less: Imputed interest Total lease liabilities As of December 31, 2020, wehave no new operating lease that has not yet commenced. Note E - Convertible Preferred Stock Our Amended and Restated Certificate of Incorporation authorizes us to issue 1.0 million shares of preferred stock. On January 30, 2018, we issued 9,926 shares of our Series A Preferred Stock to Wipro at an issue price of $1,000 per share, for gross proceeds of $9.9 million pursuant to a Certificate of Designation filed with the State of Delaware on January Series A Preferred Stock has the following rights and privileges: Liquidation Rights In the event of a liquidation, dissolution or winding down of the Company or a Fundamental Transaction (defined in the Certificate of Designation for the Series A Preferred Stock), whether voluntary or involuntary, the holders of the Series A Preferred Stock are entitled to receive, prior to and in preference to the Upon liquidation, after the payment of all preferential amounts required to be paid to the holders of Series A Preferred Stock, the remaining assets of the Company available for distribution to its stockholders shall be distributed among the holders of Common Stock. Dividends Upon liquidation, dissolution or winding down of the Company, or a Fundamental Transaction (collectively, a “Liquidation”), shares of Series A Preferred Stock which have not been otherwise converted to common stock, shall be entitled to receive dividends that accrue at a rate of (i) 5.0% each year, or (ii) the rate that cash dividends are paid in respect of shares of common stock (with Series A Preferred Stock being paid on an as-converted basis in such case) for such year if such rate is greater than 5.0%. Dividends on the Series A Preferred Stock are cumulative and accrue to the holders thereof whether or not declared by the Board of Directors (the “Board”). Dividends are payable solely upon a Liquidation, and only if prior to such Liquidation such shares of Series A Preferred Stock have not been converted to common stock. As of December 31, 2020, cumulative dividends payable to the holders of Series A Preferred Stock upon a Liquidation totaled $1.4 million or $146.03 per share of Series A Preferred Stock. Conversion At the option of the holders of Series A Preferred Stock, shares of Series A Preferred Stock may be converted into common stock at a rate of 100.91 shares of common stock for one share of Series A Preferred Stock, subject to certain future adjustments. Voting and Other Rights The Series A Preferred Stock does not have voting rights, except as otherwise required by law. Other rights afforded the holders of Series A Preferred Stock, under defined circumstances, include the election and removal of one member of the Board of Directors as a separate voting class, the ability to approve certain actions of the Company prior to execution, and preemptive rights to participate in any future issuance of new securities. In addition, under certain circumstances, the holder of the Series A Preferred Stock is entitled to appoint an observer to our Board. The holder of the Series A Preferred Stock has elected to exercise its observer appointment rights but not exercised its right to appoint the board member. We determined that the Series A Preferred Stock has contingent redemption provisions allowing redemption by the holder upon certain defined events. As the event that may trigger the redemption of the Series A Preferred Stock is not solely within our control, the Series A Preferred Stock is classified as mezzanine equity (temporary equity) in the Consolidated Balance Sheet as of Note As of December 31, In thousands December 31, 2020 December 31, 2019 Revolving credit facility Paycheck Protection Program Term Note Total debt Less: current portion of long-term debt Long-term debt Credit Facilities As of December 31, 2020 and 2019, we had Under the Texas Capital Credit Facility, The Texas Capital Credit Facility is subject to customary covenants requiring insurance, legal compliance, payment of taxes, prohibition of second liens, and secondary indebtedness, as well as the filing of quarterly and annual financial statements. The Texas Capital Credit Facility originally had an expiration date of April 17, 2019, at which point all outstanding amounts would have been due. On January 9, 2018, we entered into an amendment to the Texas Capital Credit Facility that increased the borrowing capacity to $22.0 million and extended the maturity by one year to April 17, 2020. On May 7, 2019, we entered into a second amendment to the Texas Capital Credit Facility which further extended the maturity of the facility by one year to April 17, 2021. On May 11, 2020, we entered into a third amendment to the Texas Capital Credit Facility which further extended the maturity of the facility by one year to April 17, 2022 and decreased the borrowing capacity to $19.0 million. The Texas Capital Credit Facility remains secured by substantially all of Cash payments for interest were Paycheck Protection Program Term Note On April 14, 2020, the Company entered into a promissory note with Texas Capital Bank, for an unsecured loan with a principal amount of $10.0 million made to the Company pursuant to the Paycheck Protection Program (“PPP Term Note”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Term Note The The proceeds may be used to At Note G — We Compensation expense for stock-based awards is based on the fair values of the awards on the date of grant and is recognized on a straight-line basis over the vesting period of the entire award in the “Labor” line of the Consolidated Statements of Comprehensive In May 2013, our stockholders approved the 2013 Omnibus Incentive Plan We recently established our 2020 Equity Incentive Plan (the "2020 Plan") which has taken the place of the 2015 Equity Incentive Plan (the “2015 Plan”). Any shares of common stock that remain eligible for issuance under the 2015 Plan are now eligible for issuance under the 2020 Plan. In August 2020, we filed a Form S-8 to register up to an aggregate of 2,521,244 shares that may be issued under the 2020 Plan. The 2020 Plan provides for the issuance of stock-based awards to directors, employees and consultants. No additional stock-based awards will be granted under the 2013 plan, but awards previously granted under the 2013 Plan will remain outstanding in accordance with their respective terms. As of December 31, We granted equity awards to our Chief Executive Officer and Chief Operating Officer in 2020 and 2019, as a material inducement for acceptance of such positions. These options, restricted stock, and performance unit awards were not issued under the 2020 Plan and were not submitted for stockholder approval. Stock Options Options granted under the 2020 Plan, 2013 Plan or as inducement awards have an exercise price equal to the market value of the common stock on the grant date. These options become exercisable in 25% increments on the first four anniversaries of their date of grant and expire on the tenth anniversary of their date of grant. There were no options outstanding under the 2020 plan as of December 31, 2020. Options to purchase Options under the 2005 Plan were granted at exercise prices equal to the market value of the common stock on the grant date. All such awards have met their respective vesting dates. Options to purchase Options granted to officers after April 2015 vest in full upon a change in control if such options are not assumed or replaced by a The following summarizes all stock option activity during the years ended December 31, Weighted- Average Weighted- Remaining Aggregate Number of Average Contractual Intrinsic Value In thousands Shares Exercise Price Term (Years) (Thousands) Options outstanding at December 31, 2018 Granted in 2019 Exercised in 2019 Unvested options forfeited in 2019 Vested options expired in 2019 Options outstanding at December 31, 2019 Options outstanding at December 31, 2020 Vested and expected to vest at December 31, 2020 Exercisable at December 31, 2020 The aggregate intrinsic value at year end in the table above represents the total pre-tax intrinsic value that would have been received by the option holders if all of the in-the-money options were exercised on December 31, The following table summarizes information about stock options outstanding at December 31, Range of Number Weighted-Average Weighted-Average Number Weighted-Average Exercise Prices Outstanding Exercise Price Remaining Life (Years) Exercisable Exercise Price $1.57 - 7.40 $76.80 - 115.2 $123.10 - 184.65 The fair value of each option grant is estimated on the date of grant using the Black-Scholes Option-Pricing Model based on the following weighted-average assumptions used for grants during Year Ended December 31, 2020 2019 Expected term (in years) Expected stock price volatility Risk-free interest rate Expected term is estimated using the simplified method, which takes into account vesting and contractual term. The simplified method is being used to calculate expected term instead of historical experience due to a lack of relevant historical data resulting from changes in option vesting schedules and changes in the pool of employees receiving option grants. Expected stock price volatility is based on the historical volatility from traded shares of our stock over the expected term. The risk-free interest rate is based on the rate of a zero-coupon U.S. Treasury instrument with a remaining term approximately equal to the expected term. The weighted-average fair value of options granted during In 2016 and 2017, the Board approved grants of cash settling stock appreciation rights under the 2013 Plan. Cash stock appreciation rights vest in 25% increments on the first four anniversaries of the date of grant and expire after 10 years. Cash stock appreciation rights settle solely in cash and are treated as a liability. The following summarizes all cash stock appreciation rights during the year ended December 31, Weighted-Average Weighted- Remaining Number of Average Contractual Term Units Grant Price (Years) Cash stock appreciation rights outstanding at December 31, 2018 Granted in 2019 Exercised in 2019 Expired in 2019 Forfeited in 2019 Cash stock appreciation rights outstanding at December 31, 2019 Granted in 2020 Exercised in 2020 Expired in 2020 Forfeited in 2020 Cash stock appreciation rights outstanding at December 31, 2020 Vested balance at December 31, 2020 The fair value of each cash stock appreciation right is estimated on the date of grant using the Black-Scholes Option-Pricing Model and is revalued at the end of each period. Changes in fair value are recorded to the income statement as changes to expense. As of December 31, Restricted Stock Units Restricted stock units granted as inducement awards or under the 2020 Plan and 2013 Plan vest in three equal increments on the first three anniversaries of their date of grant. Restricted stock units settle The following summarizes all restricted stock Weighted- Number of Average Grant Shares Date Fair Value Unvested shares outstanding at December 31, 2018 Granted in 2019 Settled in 2019 Forfeited in 2019 Unvested shares outstanding at December 31, 2019 Unvested shares outstanding at December 31, 2020 The fair value of each restricted stock unit is estimated on the date of grant as the closing market price of our common stock on the date of grant. As of December 31, Phantom Stock Units In 2016 and 2017, the Board approved grants of phantom stock units under the 2013 Plan. Phantom stock units vest in 25% increments on the first four anniversaries of the date of grant. Phantom stock units settle solely in cash and are treated as a liability. Grants of phantom stock units made to officers under the 2013 Plan vest in full (to the extent not previously vested) upon a change in control if they are not assumed or replaced by a publicly-traded successor with an equivalent award (as such terms are defined in such officers’ change-in-control severance agreements). The following summarizes all phantom stock unit activity during Weighted- Number of Average Grant Units Date Fair Value Phantom stock units outstanding at December 31, 2018 Granted in 2019 Settled in 2019 Forfeited in 2019 Phantom stock units outstanding at December 31, 2019 Granted in 2020 Phantom stock units outstanding at December 31, 2020 The fair value of each phantom stock unit is estimated on the date of grant as the closing market price of our common stock on the date of grant. Changes in our stock price will result in adjustments to compensation expense and the corresponding liability over the applicable service period. As of December 31, Under the 2020 Plan and 2013 Plan and grants of inducement awards, performance stock units are a form of share-based award similar to unvested shares, except that the number of shares ultimately issued is based on our performance against specific performance goals over a roughly three-year period. At the end of the performance period, the number of shares of stock issued will be determined in accordance with the specified performance target(s) in a range between 0% and 100%. Performance stock units vest solely in common stock and are treated as equity. Upon a change in control, performance stock units granted to officers vest on a pro-rated basis (based on time elapsed from the grant) to the extent not previously settled if they are not assumed or replaced by a publicly-traded successor with an equivalent award (as such terms are defined in such The following summarizes all performance stock unit activity during Weighted- Number of Average Grant- Units Date Fair Value Performance stock units outstanding at December 31, 2018 Granted in 2019 Settled in 2019 Forfeited in 2019 Performance stock units outstanding at December 31, 2019 Granted in 2020 The fair value of each performance stock unit is estimated on the date of grant as the closing market price of our common stock on the date of grant, minus the present value of anticipated dividend payments. Periodic compensation expense is based on the current estimate of future performance against specific performance goals over a three-year period and is adjusted up or down based on those estimates. As of December 31, Cash Performance Stock Units In 2016 and 2017, the Board of Directors approved grants of cash performance stock units under the 2013 Plan. Cash performance stock units are a form of share-based award similar to phantom stock units, except that the number of units ultimately issued is based on our performance against specific performance goals measured after a three-year period. At the end of the performance period, the number of units vesting will be determined in accordance with specified performance target(s) in a range between 0% and 100%. Cash performance stock units settle solely in cash and are treated as a liability. Upon a change in control, cash performance stock units granted to officers vest on a pro-rated basis (based on time elapsed from the grant) to the extent not previously settled if they are not assumed or replaced by a publicly-traded successor with an equivalent award (as such terms are defined in such officers’ change-in-control severance agreements). The following summarizes all performance stock unit activity during Weighted- Number of Average Grant- Shares Date Fair Value Cash performance stock units outstanding at December 31, 2018 Granted in 2019 Settled in 2019 Forfeited in 2019 Cash performance stock units outstanding at December 31, 2019 Granted in 2020 Settled in 2020 Forfeited in 2020 Cash performance stock units outstanding at December 31, 2020 The fair value of each cash performance stock unit is estimated on the date of grant as the closing market price of our common stock on the date of grant, minus the present value of anticipated dividend payments. Periodic compensation expense is based on the current estimate of future performance against specific performance goals over a three-year period and is adjusted up or down based on those estimates. As of December 31, Note H — Employee Benefit Plans Prior to January 1, 1999, we provided a defined benefit pension plan for which most of our employees were eligible to participate (the “Qualified Pension Plan”). In conjunction with significant enhancements to our 401(k) plan, we elected to freeze benefits under the Qualified Pension Plan as of December 31, 1998. In 1994, we adopted a non-qualified, unfunded, supplemental pension plan (the “Restoration Pension Plan”) covering certain employees, which provides for incremental pension payments so that total pension payments equal those amounts that would have been payable from the principal pension plan were it not for limitations imposed by income tax regulation. The benefits under the Restoration Pension Plan were intended to provide benefits equivalent to our Qualified Pension Plan as if such plan had not been frozen. We elected to freeze benefits under the Restoration Pension Plan as of April 1, 2014. At the end of 2020, the Board of Directors of the Company approved the division of the Qualified Pension Plan into two distinct plans, “Qualified Pension Plan I” and “Qualified Pension Plan II.” The assets and liabilities of the Qualified Pension Plan that were attributable to certain participants in Qualified Pension Plan II were spun off and transferred into Qualified Pension Plan II effective as of the end of December 31, 2020, in accordance with Internal Revenue Code section 414 (I) and ERISA Section 4044. The overfunded or underfunded status of our defined benefit post-retirement plans is recorded as an asset or liability on our balance sheet. The funded status is measured as the difference between the fair value of plan assets and the projected benefit obligation. Periodic changes in the funded status are recognized through other comprehensive income (loss). We currently measure the funded status of our defined benefit plans as of December 31, the date of our year-end consolidated balance sheets. The status of the defined benefit pension plans at year-end was as follows: Year Ended December 31, In thousands 2020 2019 Change in benefit obligation Benefit obligation at beginning of year Interest cost Actuarial loss Benefits paid Benefit obligation at end of year Change in plan assets Fair value of plan assets at beginning of year Actual return on plan assets Contributions Benefits paid Fair value of plan assets at end of year Funded status at end of year The following amounts have been recognized in the Consolidated Balance Sheets at December 31: In thousands 2020 2019 Other current liabilities Pensions Total The following amounts have been recognized in accumulated other comprehensive loss, net of tax, at December 31: In thousands 2020 2019 Net loss Based on current estimates, we will be required to make $1.8 million and $2.2 million contributions to our Qualified Pension Plan I and Qualified Pension Plan II, respectively, in 2021. We are not required to make and do not intend to make any contributions to our Restoration Pension Plan in 2021 other than to the extent needed to cover benefit payments. We made benefit payments under this supplemental plan of $1.7 million in 2020. The following information is presented for pension plans with an accumulated benefit obligation in excess of plan assets: In thousands 2020 2019 Projected benefit obligation Accumulated benefit obligation Fair value of plan assets The Restoration Pension Plan had an accumulated benefit obligation of $28.7 million and $27.6 million at December 31, 2020 and 2019, respectively. The following table presents the components of net periodic benefit cost and other amounts recognized in other comprehensive loss for both plans: Year Ended December 31, In thousands 2020 2019 Net Periodic Benefit Cost (Pre-Tax) Interest cost Expected return on plan assets Recognized actuarial loss Net periodic benefit cost Amounts Recognized in Other Comprehensive Loss (Pre-Tax) Net loss Net cost recognized in net periodic benefit cost and other comprehensive loss The components of net periodic benefit costs other than the service cost component are included in Other, net in our Consolidated Statement of Comprehensive Loss. The estimated net loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2021 is $3.5 million. The period over which the net loss from the Qualified Pension Plan is amortized into net periodic benefit cost was the average future lifetime of all participants (approximately 17.3 years for Qualified Pension Plan I and approximately 27.0 years for Qualified Pension Plan II ). The Qualified Pension Plan is frozen and almost all of the plan’s participants are not active employees. The weighted-average assumptions used for measurement of the defined pension plans were as follows: Year Ended December 31, 2020 2019 Weighted-average assumptions used to determine net periodic benefit cost Qualified Plan I Qualified Plan I December 31, 2020 2019 Weighted-average assumptions used to determine benefit obligations Qualified Plan I The discount rate assumptions are based on current yields of investment-grade corporate long-term bonds. The expected long-term return on plan assets is based on the expected future average annual return for each major asset class within the plan’s portfolio (which is principally comprised of equity investments) over a long-term horizon. In determining the expected long-term rate of return on plan assets, we evaluated input from our investment consultants, actuaries, and investment management firms, including their review of asset class return expectations, as well as long-term historical asset class returns. Projected returns by such consultants and economists are based on broad equity and bond indices. Additionally, we considered our historical 15-year compounded returns, which have been in excess of the forward-looking return expectations. The funded pension plan assets as of December 31, 2020 and 2019, by asset category, are as follows: In thousands 2020 2019 Equity securities Debt securities Other Total plan assets The fair values presented have been prepared using values and information available as of December 31, 2020 and 2019. The following tables present the fair value measurements of the assets in our funded pension plan: Significant Quoted Prices Other Significant in Active Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs In thousands 2020 (Level 1) (Level 2) (Level 3) Equity securities Debt securities Total investments, excluding investments valued at NAV Investments valued at NAV (1) Total plan assets Significant Quoted Prices Other Significant in Active Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs In thousands 2019 (Level 1) (Level 2) (Level 3) Equity securities Debt securities Total investments, excluding investments valued at NAV Investments valued at NAV (1) Total plan assets (1) Investment valued at NAV are comprised of cash, cash equivalents, and short-term investments used to provide liquidity for the payment of benefits and other purposes. The commingled funds are valued at NAV based on the market value of the underlying investments, which are primarily government issued securities. The investment policy for the Qualified Pension Plan focuses on the preservation and enhancement of the corpus of the plan’s assets through prudent asset allocation, quarterly monitoring and evaluation of investment results, and periodic meetings with investment managers. The investment policy’s goals and objectives are to meet or exceed the representative indices over a full market cycle (3-5 years). The policy establishes the following investment mix, which is intended to subject the principal to an acceptable level of volatility while still meeting the desired return objectives: Target Acceptable Range Benchmark Index Equities U.S. Large Cap Russell 1000 TR U.S. Mid Cap Russell Mid Cap Index TR U.S. Small Cap Russell 2000 TR International - Developed MSCI EAFE Net TR USD Index Emerging Markets MSCI Emerging Net Total Return Cash Equivalent ICE BofA US 3-Month Treasury Bill Index TR The funded pension plan provides for investment in various investment types. Investments, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risk. Due to the level of risk associated with investments, it is reasonably possible that changes in the value of investments will occur in the near term and may impact the funded status of the plan. To address the issue of risk, the investment policy places high priority on the preservation of the value of capital (in real terms) over a market cycle. Investments are made in companies with a minimum five-year operating history and sufficient trading volume to facilitate, under most market conditions, prompt sale without severe market effect. Investments are diversified across numerous market sectors and individual companies. Reasonable concentration in any one issue, issuer, industry, or geographic area is allowed if the potential reward is worth the risk. Investment managers are evaluated by the performance of the representative indices over a full market cycle for each class of assets. The Pension Plan Committee reviews, on a quarterly basis, the investment portfolio of each manager, which includes rates of return, performance comparisons with the most appropriate indices, and comparisons of each manager’s performance with a universe of other portfolio managers that employ the same investment style. The expected future benefit payments for both pension plans over the next ten years as of December 31, 2020 are as follows: In thousands 2021 2022 2023 2024 2025 Total The Company also has two pension plans in its foreign jurisdictions, the associated pension liabilities are not material. We also sponsored a 401(k) - retirement plan in which we matched a portion of employees’ voluntary before-tax contributions prior to 2018. Under this plan, both employee and matching contributions vest immediately. We stopped this 401(k) match program in 2018. Note I — Coronavirus Aid, Relief and In response to the COVID-19 pandemic, the CARES Act was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). Under the CARES Act, corporate taxpayers may carryback net operating losses (“ NOLs”) realized during 2018 through 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for tax years beginning January 1, 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The components of income tax (benefit) expense are as follows: Year Ended December 31, In thousands 2020 2019 Current Federal State and local Foreign Total current Deferred Federal State and local Foreign Total deferred Total income tax (benefit) expense The U.S. and foreign components of loss before income taxes were as follows: Year Ended December 31, In thousands 2020 2019 United States Foreign Total loss before income taxes The differences between total income tax (benefit) expense and the amount computed by applying the statutory federal income tax rate of 21% to loss before income taxes were as follows: Year Ended December 31, In thousands 2020 2019 Computed expected income tax benefit Net effect of state income taxes Foreign subsidiary dividend inclusions Foreign tax rate differential Change in valuation allowance CARES Act NOL Carryback Stock-based compensation shortfalls Return to Provision Other, net Income tax (benefit) expense for the period Total income tax (benefit) expense was allocated as follows: Year Ended December 31, In thousands 2020 2019 (Loss) income from operations Stockholders’ deficit Total We expect to receive tax refunds of $17.1 million from NOL Carrybacks pursuant to the CARES Act. This amount is comprised of $9.6 million already received for carryback claims filed during the year, and an expected $7.5 million refund from the carryback of the loss generated in 2020. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted on December 22, 2017. The legislation significantly changed U.S. tax law by, among other things, lowering the corporate income tax rate from 35% to 21%, implementing a territorial tax system. The Tax Reform Act subjects a U.S. shareholder to tax on Global Intangible Low Tax Income (GILTI) earned by certain foreign subsidiaries. The FASB Staff Q&A Topic 740, No. 5 “Accounting for Global Intangible Low-Taxed Income”, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. We elected to account for GILTI as a current period expense when incurred. The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows: Year Ended December 31, In thousands 2020 2019 Deferred tax assets Deferred compensation and retirement plan Accrued expenses not deductible until paid Lease liability Employee stock-based compensation Accrued payroll not deductible until paid Accounts receivable, net Investment in foreign subsidiaries, outside basis difference Goodwill Other, net Foreign net operating loss carryforwards State net operating loss carryforwards Foreign tax credit carryforwards Federal net operating loss carryforwards Total gross deferred tax assets Less valuation allowances Net deferred tax assets Deferred tax liabilities Property, plant and equipment Right-of-use asset Prepaid Expenses Other, net Total gross deferred tax liabilities Net deferred tax assets (liabilities) A reconciliation of the beginning and ending balance of deferred tax valuation allowance is as follows: In thousands Balance at December 31, 2018 Deferred Income Tax Expense Return to Provision Impact Other Comprehensive Income Balance at December 31, 2019 Deferred Income Tax Benefit Return to Provision Impact Other Comprehensive Income Balance at December 31, 2020 In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowance for deferred tax assets was $30.8 million and $38.4 million at December 31, 2020 and 2019, respectively. The amount of the deferred tax asset considered realizable could be adjusted if estimates of future taxable income during the carryforward period are increased, or if objective negative evidence in the form of cumulative losses is no longer present, and additional weight may be given to subjective evidence such as changes in our growth projections. We or one of our subsidiaries file income tax returns in the U.S. federal, U.S. state, and foreign jurisdictions. For U.S. state returns, we are no longer subject to tax examinations for years prior to 2014. For U.S. federal and foreign returns, we are no longer subject to tax examinations for years prior to 2016. The Company is currently under federal audit for the tax years ended December 31, 2018 and 2016, however we There is no balance of unrecognized tax benefits as of December 31, 2020 and 2019. Any adjustments to this liability as a result of the finalization of audits or potential settlements would not be material. Effective January 1, 2019 we adopted ASU 2018-02 which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the reduction of the U.S. federal statutory income tax rate from 35% to 21% due to the enactment of the Tax Reform Act. As a result of the adoption, we reclassified $11.4 million of stranded tax effects from accumulated other comprehensive income to retained earnings. We have elected to classify any interest and penalties related to income taxes within income tax expense in our Consolidated Statements of Comprehensive Loss. For U.S. tax return purposes, net operating losses and tax credits are normally available to be carried forward to future years, subject to limitations as discussed below. As of December 31, 2020, the Company has federal net operating loss carryforward of $21.6 million, which the company is expecting to carry back pursuant to CARES Act. Federal Foreign tax carryforward credit of $3.7 million will expire on various dates from 2023 to 2026. The Company has state NOL carryforwards of $90.3 million, and foreign NOL carryforwards of $6.2 million. Deferred income taxes have not been provided on the undistributed earnings of our foreign subsidiaries as these earnings have been, and under current plans will continue to be, permanently reinvested in these subsidiaries. It is not practicable to estimate the amount of Note J — Earnings Per Share In periods in which the Company has net income, the Company is required to calculate earnings per share (“EPS”) using the two-class method. The two-class method is required because the Company’s Series A Preferred Stock is considered a participating security with objectively determinable and non-discretionary dividend participation rights. Series A Preferred stockholders have the right to participate in dividends above their five percent dividend rate should the Company declare dividends on its common stock at a dividend rate higher than the five percent (on an as-converted basis). Under the two-class method, undistributed and distributed earnings are allocated on a pro-rata basis to the common and the preferred stockholders. The weighted-average number of common and preferred stock outstanding during the period is then used to calculate EPS for each class of shares. In periods in which the Company has a net loss, basic loss per share is calculated using the treasury stock method. The treasury stock method is calculated by Reconciliations of basic and diluted EPS are as follows: Year Ended December 31, In thousands, except per share amounts 2020 2019 Numerator: Net loss Less: Preferred stock dividend Numerator for basic EPS: loss attributable to common stockholders Denominator: Basic EPS denominator: weighted-average common shares outstanding Basic loss per common share Diluted loss per common share For the years ended December 31, Note K — Comprehensive Loss Comprehensive loss for a period encompasses net (loss) income and all other changes in equity other than from transactions with our stockholders. Changes in accumulated other comprehensive loss by component were as follows: Defined Benefit Foreign In thousands Pension Items Currency Items Total Balance at December 31, 2018 Other comprehensive income, net of tax, before reclassifications Amounts reclassified from accumulated other comprehensive loss, net of tax Net current period other comprehensive loss, net of tax Balance at December 31, 2019 Other comprehensive income, net of tax, before reclassifications Amounts reclassified from accumulated other comprehensive loss, net of tax Net current period other comprehensive loss, net of tax Balance at December 31, 2020 Reclassification amounts related to Note L — Litigation and In the normal course of our business, we are obligated under some agreements to indemnify our clients as a result of claims that we infringe on the proprietary rights of third parties. The terms and duration of these commitments vary and, in some cases, may be indefinite, and certain of these commitments do not limit the maximum amount of future payments we could become obligated to make We are also In the opinion of management, Note M Since 2016 until October 2020, we Effective January 30, 2018, Wipro became a related party when it purchased 9,926 shares of our Series A Preferred Stock (which are convertible at During During the As of December 31, As described in Note N — Sale of On April 24, 2020, we sold the majority of the production equipment from our Jacksonville facility to Summit Direct Mail Inc. (“Summit”) for $1.5 million. Subsequent to April 2020, the Company sold or scrapped the remaining supplies and equipment in Jacksonville for additional proceeds of $0.5 million. In addition to the asset sale, the Company entered into a strategic partnership with Summit, pursuant to which the Company continues to manage client relationships, and may at its discretion and direction, use Summit to perform direct mail campaigns. We act as principal in these transactions, and will account for the associated revenue on a gross basis. As a result of this sale, we booked a $1.9 million impairment charge on our Jacksonville facility and recognized a $1.4 million capital loss and impairment expense from the fixed asset disposal and impairment associated with the Summit deal. These expenses were included in our restructuring expense for the year ended December 31, 2020. Note O — In 2019, our management team, along with members of the Board, formed a project committee focused on cost-saving initiatives and other restructuring efforts. This committee reviewed each of our business segments and other operational areas to identify both one-time and recurring cost-saving opportunities. In 2020, our management team continues to review and adjust our cost structure and operating footprint, optimize our operations, and invest in improved technology. During 2020, in an effort to right-size our operating footprint, we terminated leases in Wilkes Barre and Grand Prairie and exited our last direct mail facility in Jacksonville. We migrated our fulfillment business from the In the years ended December 31, 2020 and 2019, we recorded restructuring charges of $9.4 million and $11.8 million, respectively. The 2020 restructuring charges included $3.0 million of lease impairment charges related to the exit from our direct mail facilities, $2.5 million of severance charges, $1.3 million in capital losses from the asset disposal associated with the Summit deal and $2.9 million of facility related and other expenses as well as $0.3 million credit to previously accrued contract termination fees. 2019 restructuring expenses were primarily related to the $4.0 million write off of our customer databases and $3.1 million contract termination fee, $2.1 million severance agreements, $1.0 million lease impairment charge, and $0.4 million asset impairment charge as well as $1.2 million of facility and other expenses. The following table summarizes the restructuring charges which are recorded in “Restructuring Expense” in the Consolidated Statement of Comprehensive Loss. In thousands Year Ended December 31, 2020 Year Ended December 31, 2019 Customer database build write off Contract termination fee Adjustment to Contract termination fee Severance Facility, asset impairment and other expense Lease impairment and termination expense Fixed Asset disposal and impairment charges Facility and other expenses Total facility, asset impairment and other expense Total The following table summarizes the changes in liabilities related to restructuring activities: In thousands Year Ended December 31, 2020 Contract Termination Facility, asset impairment and other Fee Severance expense Total Beginning balance: Additions: Payments Ending balance: We expect that in connection with our cost-saving and restructuring initiatives, we will incur total restructuring charges of approximately $24.8 million through the end of 2021. In the years ended December 31, 2020 and 2019, we recognized $9.4 million and $11.8 million of restructuring expense, respectively. We expect to incur $3.6 million of restructuring charges through the end of 2021. Note P — Segment Reporting Harte Hanks is a leading global customer experience company. We have organized our operations into three business segments based on the types of products and services we provide: Marketing Services, Customer Care, Fulfillment & Logistics Services. Our Marketing Services segment leverages data, insight, and experience to support clients as they engage customers through digital, traditional, and emerging channels. We provide omni-channel marketing solutions across the entire customer journey. We partner with clients to develop strategies and tactics to identify and prioritize customer audiences in B2C and B2B transactions. Our key service offerings include strategic business, brand, marketing and communications planning, data strategy, audience identification and prioritization, predictive modeling, creative development and execution across traditional and digital channels, website and app development, platform architecture, database build and management, marketing automation, and performance measurement, reporting and optimization. Our Customer Care segment offers intelligently responsive contact center solutions, which use real-time data to effectively interact with each customer. Customer contacts are handled through phone, e-mail, social media, text messaging, chat and digital self-service support. We provide these services utilizing our advanced technology infrastructure, human resource management skills and industry experience. Our Fulfillment & Logistics Services segment consists of mail and product fulfillment and logistics services. We offer a variety of product fulfillment solutions, including printing on demand, managing product recalls, and distributing literature and promotional products to support B2B trade, drive marketing campaigns, and improve customer experience. We are also a provider of third-party logistics and freight optimization in the United States. Prior to the sale of our direct mail equipment in 2020, this segment also included our direct mail operations. Outsourced direct mail is now included in Marketing Services segment. There are three principal financial measures reported to our CEO (the chief operating decision maker) for use in assessing segment performance and allocating resources. Those measures are revenue, operating income (loss) and operating income (loss) plus depreciation and amortization (“EBITDA”). Operating income (loss) for segment reporting, disclosed below, is revenues less operating costs and allocated corporate expenses. Segment operating expenses include allocations of certain centrally incurred costs such as employee benefits, occupancy, information systems, accounting services, internal legal staff, and human resources administration. These costs are allocated based on actual usage or other appropriate methods. Unallocated corporate expenses are corporate overhead expenses not attributable to the operating groups. Interest income and expense are not allocated to the segments. The Company does not allocate assets to our reportable segments for internal reporting purposes, nor does our CEO evaluate operating segments using discrete asset information. The accounting policies of the The following table presents financial information by segment: Years ended December 31, 2020 Marketing Services Customer Care Fulfillment & Logistics Services Restructuring Unallocated Corporate Total (In thousands) Revenues Segment operating expense Restructuring Contribution margin Overhead Allocation EBITDA Operating income (loss) Years ended December 31, 2019 Marketing Services Customer Care Fulfillment & Logistics Services Restructuring Unallocated Corporate Total (In thousands) Revenues Segment operating expense Restructuring Contribution margin Overhead Allocation EBITDA Operating income (loss) INDEX TO EXHIBITS We are incorporating certain exhibits listed below by reference to other Harte Hanks filings with the Securities and Exchange Commission, which we have identified in parentheses after each applicable exhibit. Exhibit No. Description of Exhibit Acquisition and Dispositions 2.1 2.2 Charter Documents 3(a) 3(b) 3(c) Credit Agreements Management and Director Compensatory Plans and Forms of Award Agreements 10.2(a) 10.2(b) 10.2(c) 10.2(d) 10.2(e) 10.2(f) 10.2(g) 10.2(h) 10.2(i) 10.2(j) 10.2(k) 10.2(l) 10.2(m) 10.2(n) 10.2(o) 10.2(p) 10.2(q) 10.2(r) 10.2(s) 10.2(t) 10.3(a) 10.3(b) 10.3 (c) 10.3 (d) 10.3 (e) 10.3(f) 10.3(g) Material Agreements 10.4(a) 10.4 (b) Other Exhibits *Filed or furnished herewith, as applicable 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/ Andrew Benett Chief Executive Officer Date: March 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/ Andrew Benett /s/ Laurilee Kearnes Andrew Benett Laurilee Kearnes Executive Chairman and Chief Executive Officer Vice President and Chief Financial Officer Date: March Date: March /s/ Alfred V. Tobia, Jr. John H. Griffin Jr., Director Alfred V. Tobia, Jr. Date: March 24, 2021 Date: March /s/ David L. Copeland /s/ Evan Behrens David L. Copeland, Director Evan Behrens, Director Date: March Date: March 15(a)(1) 3832 of this Form 10-K (Financial Statements). REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM the stockholders and the Board of Directors and Stockholders of Harte Hanks, Inc.subsidiariesSubsidiaries (the "Company")Company) as of December 31, 20182020 and 2017,2019, and the related consolidated statements of comprehensive income (loss),loss, changes in equity,stockholders’ deficit, and cash flows for each of the years thenin the two year period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”)consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20182020 and 2017,2019, and the results of its operations and its cash flows for each of the years thenin the two year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based onthe criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 18, 2019 expressed an adverse opinion on the Company's internal control over financial reporting because of material weaknesses.Change in Accounting PrincipleAs discussed in Note B to the financial statements, the Company changed its method of accounting for revenue from contracts with customers in 2018 due to adoption of the new revenue standard. The Company adopted the new revenue standard using a modified retrospective approach.PCAOBPublic Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.DELOITTEMoody, Famiglietti, & TOUCHEAndronico, LLPSan Antonio, TexasMarch 18, 20192016.2019. $ 29,408 $ 28,104 4,154 6,018 41,533 38,972 613 805 46 354 2,256 3,300 7,388 78 840 1,670 86,238 79,301 8,882 13,788 33,650 71,457 32,693 47,609 315 12 75,540 132,866 (69,662 ) (124,543 ) 5,878 8,323 24,750 18,817 2,632 3,761 $ 119,498 $ 110,202 $ 16,294 $ 16,917 5,248 4,215 Short-term debt 4,926 — 4,661 4,397 6,497 9,767 2,903 2,619 6,663 7,616 47,192 45,531 22,174 18,700 67,490 70,000 — 244 21,295 13,078 4,747 2,609 162,898 150,162 9,723 9,723 12,121 12,121 383,043 447,022 796,123 797,817 (1,178,799 ) (1,243,509 ) (65,611 ) (63,134 ) (53,123 ) (49,683 ) $ 119,498 $ 110,202 December 31, In thousands, except per share and share amounts 2018 2017 ASSETS Current assets Cash and cash equivalents $ 20,882 $ 8,397 Accounts receivable (less allowance for doubtful accounts of $430 at December 31, 2018 and $697 at December 31, 2017) 54,240 81,397 Contract assets 2,362 — Inventory 448 587 Prepaid expenses 4,088 5,039 Prepaid income tax and income tax receivable 20,436 3,886 Other current assets 2,536 3,900 Total current assets 104,992 103,206 Property, plant and equipment Buildings and improvements 15,737 16,821 Software 50,531 52,967 Equipment and furniture 80,230 84,747 Software development and equipment installations in progress 653 4,005 Gross property, plant and equipment 147,151 158,540 Less accumulated depreciation and amortization (133,559 ) (136,753 ) Net property, plant and equipment 13,592 21,787 Other intangible assets (less accumulated amortization of $2,184 at December 31, 2017) — 2,589 Other assets 6,591 3,230 Total assets $ 125,175 $ 130,812 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable 31,052 36,130 Accrued payroll and related expenses 6,783 10,601 Deferred revenue and customer advances 6,034 5,342 Customer postage and program deposits 6,729 11,443 Other current liabilities 3,564 3,732 Total current liabilities 54,162 67,248 Long-term debt 14,200 — Pensions 62,214 59,338 Contingent consideration — 33,887 Deferred tax liability, net — 773 Other long-term liabilities 4,060 4,201 Total liabilities 134,636 165,447 Preferred stock, $1 par value, 1,000,000 shares authorized; 9,926 designated as Series A Convertible Preferred Stock; 9,926 shares of Series A Convertible Preferred Stock authorized, issued and outstanding at December 31, 2018 9,723 — Stockholders’ deficit Common stock, $1 par value, 25,000,000 shares authorized 12,115,055 shares issued at December 31, 2018 and 12,074,661 shares issued at December 31, 2017 12,115 12,075 Additional paid-in capital 453,868 457,186 Retained earnings 812,704 794,583 Less treasury stock, 5,854,980 shares at cost at December 31, 2018 and 5,864,641 shares at cost at December 31, 2017 (1,251,388 ) (1,254,176 ) Accumulated other comprehensive loss (46,483 ) (44,303 ) Total stockholders’ deficit (19,184 ) (34,635 ) Total liabilities, preferred stock and stockholders’ deficit $ 125,175 $ 130,812 Income (Loss)Loss $ 176,900 $ 217,577 103,675 121,853 49,290 75,900 21,522 24,292 9,374 11,799 3,615 5,339 187,476 239,183 (10,576 ) (21,606 ) 1,164 1,262 — (5,471 ) 6,569 7,114 7,733 2,905 (18,309 ) (24,511 ) (16,615 ) 1,753 $ (1,694 ) $ (26,264 ) 496 496 $ (2,190 ) $ (26,760 ) $ (0.34 ) $ (4.26 ) $ (0.34 ) $ (4.26 ) 6,469 6,284 6,469 6,284 $ (1,694 ) $ (26,264 ) (4,657 ) (5,948 ) 2,180 652 — (11,355 ) (2,477 ) (16,651 ) $ (4,171 ) $ (42,915 ) Year Ended December 31, In thousands, except per share amounts 2018 2017 Operating revenues $ 284,628 $ 383,906 Operating expenses Labor 163,857 230,280 Production and distribution 100,253 109,090 Advertising, selling, general and administrative 34,212 40,384 Impairment of assets 4,888 34,510 Depreciation, software and intangible asset amortization 7,452 10,507 Total operating expenses 310,662 424,771 Operating loss (26,034 ) (40,865 ) Other (income) and expenses Interest expense, net 1,551 4,826 Gain on sale (30,954 ) — Other, net 3,931 6,063 Total other (income) and expenses (25,472 ) 10,889 Loss before income taxes (562 ) (51,754 ) Income tax benefit (18,112 ) (9,894 ) Net income (loss) $ 17,550 $ (41,860 ) Less: Earnings attributable to participating securities 2,202 — Less: Preferred stock dividends 457 — Net Income (loss) attributable to common stockholders $ 14,891 $ (41,860 ) Earnings (loss) per common share Basic $ 2.39 $ (6.76 ) Diluted $ 2.38 $ (6.76 ) Weighted-average common shares outstanding: Basic 6,237 6,192 Diluted 6,270 6,192 Comprehensive Income (loss), net of tax Net income (loss) $ 17,550 $ (41,860 ) Adjustment to pension liability $ (1,166 ) $ 1,559 Foreign currency translation adjustments (1,014 ) 316 Total other comprehensive income (loss), net of tax (2,180 ) 1,875 Comprehensive income (loss) $ 15,370 $ (39,985 ) Year Ended December 31, In thousands 2018 2017 Cash Flows from Operating Activities Net Income (loss) $ 17,550 $ (41,860 ) Adjustments to reconcile net loss to net cash provided by operating activities Impairment of assets 4,888 34,510 Depreciation and software amortization 7,339 9,791 Intangible asset amortization 113 713 Stock-based compensation (581 ) 2,662 Net pension cost 1,712 1,100 Interest accretion on contingent consideration 742 4,162 Deferred income taxes (1,645 ) (10,959 ) Gain on sale (32,760 ) — Gain on disposal of assets (207 ) (27 ) Decrease in assets and liabilities, net of acquisitions: Decrease in accounts receivable, net and contract assets 7,468 7,416 Decrease in inventory 139 251 (Increase) Decrease in prepaid expenses, income tax receivable and other current assets (16,930 ) 710 Increase (Decrease) in accounts payable 9,248 (10,398 ) Decrease in other accrued expenses and liabilities (6,257 ) (28,871 ) Net cash provided by (used in) operating activities (9,181 ) (30,800 ) Cash Flows from Investing Activities Dispositions, net of cash transferred 3,929 — Purchases of property, plant and equipment (4,206 ) (5,684 ) Proceeds from the sale of property, plant and equipment 225 18 Net cash provided by (used in) investing activities (52 ) (5,666 ) Cash Flows from Financing Activities Borrowings 23,200 30,000 Repayment of borrowings (9,000 ) (30,211 ) Debt financing costs (591 ) (635 ) Issuance of common stock (115 ) (111 ) Issuance of preferred stock, net of transaction fees 9,723 — Payment of capital leases (548 ) (501 ) Issuance of treasury stock 63 — Net cash provided by (used) in financing activities 22,732 (1,458 ) Effect of exchange rate changes on cash and cash equivalents (1,014 ) 316 Net increase (decrease) in cash and cash equivalents 12,485 (37,608 ) Cash and cash equivalents at beginning of year 8,397 46,005 Cash and cash equivalents at end of year $ 20,882 $ 8,397 Supplemental disclosures Cash paid for interest $ (199 ) $ (292 ) Cash received (paid) for income taxes, net of refunds $ 119 $ (32,914 ) Non-cash investing and financing activities Purchases of property, plant and equipment included in accounts payable $ 1,108 $ 1,434 New capital lease obligations $ 372 $ 57 See Accompanying Notes to Consolidated Financial StatementsEquityStockholders’ Deficit $ 9,723 $ 12,115 $ 453,868 $ 812,704 $ (1,251,388 ) $ (46,483 ) $ (19,184 ) 11,377 (11,355 ) 22 — 6 (12 ) — — — (6 ) — — 1,030 — — — 1,030 — — (7,864 ) — 7,879 — 15 — — — (26,264 ) — — (26,264 ) — — — — — (5,296 ) (5,296 ) $ 9,723 $ 12,121 $ 447,022 $ 797,817 $ (1,243,509 ) $ (63,134 ) $ (49,683 ) Stock-based compensation — — 753 — — — 753 Treasury stock issued — — (64,732 ) — 64,710 — (22 ) Net loss — — — (1,694 ) — — (1,694 ) Other comprehensive loss — — — — — (2,477 ) (2,477 ) Balance at December 31, 2020 $ 9,723 $ 12,121 $ 383,043 $ 796,123 $ (1,178,799 ) $ (65,611 ) $ (53,123 ) In thousands Preferred Stock Balance at December 31, 2016 $ — $ 12,044 $ 458,638 $ 837,316 $ (1,259,164 ) $ (46,178 ) $ 2,656 Cumulative effect of accounting change — — 1,050 (873 ) — — 177 Exercise of stock options and release of unvested shares — 31 (30 ) — (112 ) — (111 ) Stock-based compensation — — 2,457 — — — 2,457 Treasury stock issued — — (4,929 ) — 5,100 — 171 Net loss — — — (41,860 ) — — (41,860 ) Other comprehensive income — — — — — 1,875 1,875 Balance at December 31, 2017 $ — $ 12,075 $ 457,186 $ 794,583 $ (1,254,176 ) $ (44,303 ) $ (34,635 ) Effect of change in accounting principle 571 571 Preferred Stock issued 9,723 Exercise of stock options and release of unvested shares — 78 (159 ) — (34 ) — (115 ) Rounding from reverse stock split — (38 ) 38 — Stock-based compensation — — (438 ) — — — (438 ) Treasury stock issued — — (2,759 ) — 2,822 — 63 Net Income — — — 17,550 — — 17,550 Other comprehensive loss — — — — — (2,180 ) (2,180 ) Balance at December 31, 2018 $ 9,723 $ 12,115 $ 453,868 $ 812,704 $ (1,251,388 ) $ (46,483 ) $ (19,184 ) $ (1,694 ) $ (26,264 ) 3,615 5,341 3,195 5,742 764 1,074 (7,134 ) 1,838 (244 ) 996 (931 ) 16,825 308 94 (3,777 ) 20,439 (997 ) (13,750 ) (945 ) (238 ) (7,840 ) 12,097 (2,699 ) (2,895 ) 1,924 300 (775 ) (2,595 ) 10,000 4,500 (1,600 ) — (653 ) (616 ) — (6 ) (412 ) (807 ) (22 ) 15 7,313 3,086 742 652 (560 ) 13,240 34,122 20,882 $ 33,562 $ 34,122 $ 652 $ 875 $ 9,216 $ 19,405 $ 1,965 $ 800 significantSignificant Accounting Policies("together with its subsidiaries (“Harte Hanks," "we," "our,"” “Company,” “we,” “our,” or "us"“us”) is a purveyor of data-driven, omni-channel marketing andleading global customer relationship solutions and logistics. The Company has robust capabilities that offer clients the strategic guidance they need across the customer data landscape as well as the executional know-how in database build and management, data analytics, digital media, direct mail, customer contact, client fulfillment and marketing and product logistics. Harte Hanks solves marketing, commerce and logistical challenges for some of the world's leading brandsexperience company. With offices in North America, Asia-Pacific and Europe.as one reportable segment.three business segments: Marketing Services; Customer Care; and Fulfillment & Logistics Services. Our Chief Executive Officer (“CEO”) is considered to be our chief operating decision maker. HeOur CEO reviews our operating results on an aggregate basis for purposes of allocating resources and evaluating financial performance.Reverse Stock SplitOn January 31, 2018, we executed a 1-for-10 reverse stock split (the "Reverse Stock Split"). Pursuant toperformance by using the Reverse Stock Split, every 10 pre-split shares were exchanged for one post-split share of the Company's Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise have held a fractional share of the Common Stock received a cash payment in lieu thereof. In addition, our authorized Common Stock was reduced from 250 million to 25 million shares. The number of authorized shares of preferred stock remains unchanged at one million shares.23seventeen facilities worldwide, of which 4four are located outside of the U.S.Informationareas:area for the periods indicated: $ 156,688 $ 194,230 20,212 23,347 $ 176,900 $ 217,577 Year Ended December 31, In thousands 2018 2017 United States $ 243,298 $ 330,944 Other countries 41,330 52,962 Total revenue $ 284,628 $ 383,906 December 31, In thousands 2018 2017 United States $ 11,647 $ 18,789 $ 5,495 $ 7,221 Other countries 1,945 2,998 383 1,102 Total property, plant and equipment $ 13,592 $ 21,787 $ 5,878 $ 8,323 (1)(2)and accompanying notes are prepared in conformity with accounting principles generally accepted in United States ("U.S. GAAP").The accompanying consolidated financial statements presentinclude the financial position and the results of operations and cash flowsaccounts of Harte Hanks, Inc., and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.ourits consolidated subsidiaries, or all of them taken as a whole.goodwill, long-lived assets, and intangible assets for impairment; income taxes; stock-based compensation and contingencies. 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.Income (Loss)Income (Loss)Loss includes all employee payroll and benefits costs, 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.services.services based on the relevant contract. We apply the following five-step revenue recognition model:the contact with the client.each contract. These fees are typically set at a fixed price or rate by transaction occurrence, service provided, time spent, or product delivered.areis typically based on a fixed price determined in the contract. Revenue from other database marketing solutions is recognized ratably over the contractual service period. Pricing for these services areis typically based on a fixed price per month or per contract.("(“ASC 820"820”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into three levels: trade payables.long-term debt. The fair value of the assets in our funded pension plan is disclosed in F, H, Employee Benefit Plans.Tradename and non-compete agreement intangible assets are disclosed in Note E, Goodwill and Other Intangible Assets. The summary of our acquisition related contingent consideration accounted for at fair value on a recurring basis is disclosed in Note M, Disposition.Income (Loss).Loss. The changes in the allowance for doubtful accounts consisted of the following: $ 666 $ 430 115 351 (540 ) (115 ) $ 241 $ 666 Year Ended December 31, In thousands 2018 2017 Balance at beginning of year $ 697 $ 1,028 Net charges to expense 131 192 Amounts recovered against the allowance (398 ) (523 ) Balance at end of year $ 430 $ 697 3 to 40 to40 years2 to 10 to10 years3 to 20 to20 years$3.8$0.8 million and $4.7 million impairment of long-lived assets in 20182020 and did not record2019, respectively. impairment of long-lived assets in 2017.Capitalarrangement is a lease assetsat its inception. Operating and finance leases are included in property, plantthe lease right-of-use (“ROU”) assets and equipment. Capitalin the current portion and long-term portion of lease liabilities on our consolidated balance sheets. ROU assets consisted of: December 31, In thousands 2018 2017 Equipment and furniture $ 2,658 $ 1,774 Less accumulated depreciation (920 ) (687 ) Net book value $ 1,738 $ 1,087 Goodwillrepresent our right to use an underlying asset for the lease term and Other Intangible AssetsGoodwill is recordedlease liabilities represent our obligation to make lease payments arising from the extent thatlease. Operating lease ROU assets and liabilities are recognized at commencement date of each lease based on the purchase price of an acquisition exceeds the fairpresent value of lease payments over the identifiable netlease term. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at commencement date of each lease to determine the present value of lease payments. The operating lease ROU assets acquiredalso include any lease payments made and is tested for impairment on an annual basis. We have established November 30 asexclude lease incentives. Our lease terms may include options to extend or terminate the date for our annual test for impairment of goodwill. Interim testing is performed more frequently if events or circumstances indicate thatlease, which are included in the lease ROU assets when it is “more likely than not”reasonably certain that goodwill might be impaired. Such events could include changes in the business climate in which we operate, attrition of key personnel, the current volatility in the capital markets, the company’s market capitalization compared to our book value, our recent operating performance, and financial projections.Goodwill is testedwill exercise that option. Lease expense for impairment by assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that is more likely than not that the fair value of the reporting unit is less than its carrying amount. If after assessing the totality of events or circumstances, or based on management's judgment, we determine it is more likely than not that the fair value is less than its carrying amount, an impairment test is performed using a one-step approach. The fair value of the reporting unit, using the discounted cash flow method, is compared to its carrying amount. If the carrying amount is greater than the fair value, an impairment losslease payments is recognized in an amount equal to the excess.Our acquired intangible assets are amortized on a straight-line basis over their estimated useful lives,the lease term. We have lease agreements with lease and non-lease components, which are generally range from two to 10 years. Our acquired intangible assets do not have indefinite lives. Intangible assets are reviewedaccounted for impairment whenever events or changes in circumstances indicateseparately. For certain real estate leases, we account for the carrying amount of the intangible asset may not be recoverable. The carrying amount of an intangible asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the uselease and eventual disposition of the asset. If it is determined that an impairment loss has occurred, the loss is measurednon-lease components as the amount by which the carrying amount of the intangible asset exceeds its fair value.Earnings (Loss)earnings (loss)loss per common share areis based upon the weighted-average number of common shares outstanding during the period. Diluted earnings (loss)loss per common share areis based upon the weighted-average number of common shares and dilutive common stock equivalents outstanding during the period. Dilutive common stock equivalents are calculated based on the assumed exercise of stock options and vesting of unvested shares using the treasury stock method.Income (Loss).Loss. Calculated expense is based on the fair values of the awards on the date of grant and is recognized over the requisite service period or performance period of the awards.workers' compensation and automobile programs. Prior to the change, our deductible for workers’ compensation was $0.5 million. Our deductible for general liability is $0.3 million.20182020 and 2017,2019, our reserve for healthcare, workers’ compensation, net, automobile, and general liability was $2.7$1.4 million and $3.5$2.1 million, respectively. 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).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).(Topic 715-20)(Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans (ASU 2018-14)(“ASU 2018-14”), which modifies the disclosure requirements for defined benefit pension plans and other postretirement plans. ASU 2018-14 is effective for fiscal years ending after December 15, 2020, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption ofadopted ASU 2018-14 as of December 31, 2020. The adoption did not have a material impact on our consolidated financial statements.June 2018,March 2020, the FASB issued ASU 2018-07, Compensation-Stock Compensation2020-04, “Reference Rate Reform (Topic 718): Improvements to nonemployee share-based payment accounting, which supersedes ASC 505-50, Accounting for Distributions to Shareholders with Components of Stock and Cash and expands the scope of ASC 718 to include all share-based payment arrangements related to the acquisition of goods and services from both nonemployees and employees. As a result, most848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting Summary”. This ASU provides temporary optional guidance to ease the potential burden in ASC 718 associated with employee share-based payments, including most of its requirements relatedaccounting for reference rate reform. London Inter-bank Offered Rate (“LIBOR”) and other inter-bank offered rates are widely used benchmarks or reference rates in the United States and globally. With global capital markets expected to classificationmove away from LIBOR and measurement, appliesother inter-bank offered rates and toward more observable or transaction-based rates that are less susceptible to nonemployee share-based payment arrangements.manipulation, the FASB launched a broad project in late 2018 to address potential accounting challenges expected to arise from the transition. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. This ASU is effective for annual periods beginning afterMarch 12, 2020 through December 15, 2018,31, 2022. We adopted this ASU on March 12, 2020 and the interim periods within those fiscal years with early adoption permitted after the entity has adopted ASU 2014-09 and its related amendments (collectively known as “ASC 606”). We are evaluating the effect that this willit did not have a material impact on our consolidated financial statementsstatements.related disclosures.are evaluatingadopted ASU 2018-02 in the effect thatfirst quarter of 2019. See Note I, Income Taxes, for a discussion of the impacts of this willASU.sheet.sheet unless the practical expedient is elected for short-term operating leases. The lessee will record a liability for its lease obligations (initially measured at the present value of the future lease payments not yet paid over the lease term, and an asset for its right to use the underlying asset equal to the lease liability, adjusted for lease payments made at or before lease commencement). This ASU is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. This change wasis required to be applied using a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Full retrospective application is prohibited. In July 2018, the FASB approved an optional transition method to initially account for the impact of the adoption with a cumulative-effect adjustment to the retained earnings to the January 1, 2019, rather than the January 1, 2017, financial statements. This willwould eliminate the need to restate amounts presented prior to January 1, 2019.will adoptadopted the standard effective January 1, 2019, and we expect to elect thiselected the optional transition method as well as certainand the practical expedients permitted under the transition guidance within the standard. We have selectedAccordingly, we accounted for our existing operating leases as operating leases under the new guidance, without reassessing (a) whether the contracts contain a lease accounting system andunder ASC Topic 842, (b) whether classification of the operating leases would be different in accordance with ASC Topic 842, or (c) whether the unamortized initial direct costs before transition adjustments (as of December 31, 2018) would have startedmet the system implementation during the fourth quarterdefinition of 2018. We will recognize right-of-use assets and operatinginitial direct costs in ASC Topic 842 at lease liabilitiescommencement.upon adoption, which will increase our total assets and liabilities. We expect that thebut did not have an impact on our totalconsolidated statements of comprehensive loss or cash flows from operations. The cumulative effect of the changes on our retained earnings was $22,000 associated with capital gain. The most significant impact was the recognition of ROU assets and lease liabilities to be material.Recently adoptedfor operating leases. Our accounting pronouncementsIncome taxesIn March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740)—Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 ("SAB 118"). This ASU amends certain Securities and Exchange Commission (SEC) material in Topic 740 for the income tax accounting implications of the recently issued Tax Reform. This guidance clarifies the application ofTopic 740 in situations where a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting under Topic 740 for certain income tax effects of Tax Reform for the reporting period in which Tax Reform was enacted.finance leases remained substantially unchanged. See Note D, Income Taxes,Leases for a discussionfurther discussion.impactsCompany adopted ASU 2016-18, Statement of SAB 118Cash flows (Topic 230): Restricted Cash, which enhances and this ASU.Stock-based CompensationIn May 2017,clarifies the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which provides clarified guidance on applying modification accounting to changesthe classification and presentation of restricted cash in the terms or conditionsstatement of a share-based payment award. Thiscash flows and requires additional disclosures about restricted cash balances. The adoption of ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. This change is required to be applied prospectively to an award modified on or after the adoption date. This standard was adopted as of January 1, 2018 and2016-18 did not have a material impact on our consolidated financial statements and related disclosures.Statement of Cash FlowsIn August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides clarified guidance on the classification of certain cash receipts and payments in the statement of cash flows. This ASU is effective for annual periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. This change is required to be applied using a retrospective transition method to each period presented. Early adoption is permitted. This standard was adopted as of January 1, 2018 and did not have a material impact on our consolidated financial statements and related disclosures.Recognition(Topic 606). We adopted ASC 606 effective on January 1, 2018 using the modified retrospective method. Please see Note B, Revenue from Contracts with Customers, for the required disclosures related to the impact of adopting this standard and a discussion of our updated policies related to revenue recognition and accounting for costs to obtain and fulfill a customer contract.Note B - Revenue from Contracts with CustomersIn May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, related to revenue recognition. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that are within the scope of the new standard, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The newThis standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The newThis standard also includes criteria for the capitalization and amortization of certain contract acquisition and fulfillment costs.Effective January 1, 2018, we adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective method of adoption and have elected to apply the new standard only to contracts not completed at January 1, 2018. For contracts that were modified before the effective date, we applied the practical expedient method, which did not have a material effect on our adjustment to opening retained earnings. The reported results for 2018 reflect the application of ASC 606 guidance while the reported results for 2017 were prepared under the guidance of ASC 605, which is also referred to herein as “legacy GAAP.”20182020 and January 1, 2018,December 31, 2019, our contracts do not include any significant financing components.vertical market andthree key revenue stream. The following table summarizes revenue from contractsstreams which are aligned with customers for the twelve months ended December 31, 2018 by our key vertical markets:In thousands For the Twelve Months Ended December 31, 2018 B2B $64,026 Consumer Brands 58,382 Financial Services 53,919 Healthcare 19,931 Retail 66,545 Transportation 21,825 Total Revenues $ 284,628 areis different. The following tables summarize revenue from contracts with customers for the twelve monthsyears ended December 31, 20182020 and 2019 by our four major revenue streamsthree business segments and the pattern of revenue recognition: $ 51,421 $ 5,672 $ 57,093 58,668 — 58,668 52,503 8,636 61,139 $ 162,592 $ 14,308 $ 176,900 $ 62,054 $ 4,104 $ 66,158 48,439 — 48,439 86,850 16,130 102,980 $ 197,343 $ 20,234 $ 217,577 For the Twelve Months Ended December 31, 2018 In thousands Revenue for performance obligations recognized
over timeRevenue for performance obligations recognized at a point in time Total Agency & Digital Services $34,621 $1,138 $35,759 Database Marketing Solutions 31,684 3,526 35,210 Direct Mail, Logistics, and Fulfillment 128,372 6,989 135,361 Contact Centers 78,298 — 78,298 Total Revenues $272,975 $11,653 $284,628 (SSP)(“SSP”) basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. For most performance obligations, we determine standalone selling priceSSP based on the price at which the performance obligation is sold separately. Although uncommon, if the standalone selling priceSSP is not observable through past transactions, we estimate the standalone selling priceSSP taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Further discussion of other performance obligations in each of our major revenue streams follows:agency services are full-service, customer engagement agencies specializing in direct and digital communications for both consumer and business-to-business markets. Our digitalMarketing Services segment has been purposely built to deliver omni-channel marketing solutions integrate online services within the marketing mix and include: search engine management, display, digitalincluding strategic planning, data strategy, performance analytics, websitecreative development and design,execution, technology enablement, marketing automation, and database management. We create relevancy by leveraging data, insight, and our extensive experience in leading clients as they engage their customers through digital, strategy, social media, email, e-commerce,traditional, and interactive relationship management. Our contracts may include a promiseemerging channels. We are known for helping clients build deep customer relationships, create connected customer experiences, and optimize each and every customer touch point in order to purchase media or acquire search enginedeliver desired business outcomes. solutions on behalf of our clients; in such cases, we have determined we are an agent, rather than principal and therefore recognize the net consideration as revenue (consistent with legacy GAAP).Agency and digital services performance obligations are satisfied over time and often offered on a project basis. We have concluded that the best approach of measuringto measure the progress toward completion of the project-based performance obligations is the input method, which is based on either the costs or labor hours incurred to date dependentdepending upon whether costs or labor hours more accurately depict the transfer of value to the customer.Database Marketing Solutions services, professional services, customer or target marketing lists and data processing services, may be satisfied over time or at a point in time. We provide software as a service ("SaaS")SaaS solutions to host data for customers and have concluded that they are stand-ready obligations to be recognized over time on a monthly basis. Our promise to provide certain data related services meets the over-time recognition criteria because our services do not create an asset with an alternative use, and we have an enforceable right to payment. For performance obligations recognized over time, we choose either the input (i.e.(i.e. labor hour) or output method (and Fulfillmentdigitalproviding printing, print on demand,lettershop, advanced mail optimization (including commingling services), logistics and transportation optimization, monitoring and tracking, commingling, shrink wrapping,to support traditional and specialized mailings. We also maintainOur print and fulfillment centers where wein Massachusetts and Kansas provide custom kitting services, print on demand, product recalls, trade marketing fulfillment, ecommerce product fulfillment, sampling programs, and freight optimization, thereby allowing our customers to distribute literature and other marketing materials.ForPrior to the closure of our direct mail revenue stream,production facilities, our direct mail business contracts may includehave included a promise to purchase postage on behalf of our clients; in such cases, we have determined we are an agent, rather than principal and therefore recognize net consideration as revenue (consistent with legacy GAAP).method.Contact CentersWe operate tele-service workstations in the U.S., Asia and Europe to provide advanced contact center solutions such as: speech, voice and video chat, integrated voice response, analytics, social cloud monitoring, and web self-service.Performance obligations are stand-ready obligations and satisfied over time. With regard to account management and SaaS, we use a time-elapsed output method. For performance obligations where we charge customers a transaction-based fee, we use the output method based on transaction quantities. In most cases, our contracts provide us the right to invoice for services provided, therefore, we generally use the “as invoiced” practical expedient to recognize revenue associated with these performance obligations unless significant discounts are offered in a contract and prices for services do not represent their standalone selling prices.The variable consideration in our contracts results primarily from the transaction-based fee structure of some performance obligations with their total transaction quantities to be provided unknown at the onset of a contract, which is estimated using the expected value method.TheseThese upfront non-refundable fees are recognized over the period of benefit which is generally consistent with estimated benefit period.customer life (four to five years for database solutions contracts and six months to one year for contact center contracts). The balance of upfront non-refundable fees collected from customers werewas immaterial as of December 31, 2018.After considering the above exemptions, theAs of December 31, 2020 we had no transaction prices allocated to unsatisfied or partially satisfied performance obligations as of December 31, 2018 totaled $0.7 million, which is expected to be recognized over the following 2 years as follows: $0.6 million in 2019 and $0.1 million in 2020.customer'scustomer’s final acceptance of custom database solution or delivery of final marketing strategy delivery presentation before customer payment is required). If invoicing occurs prior to revenue recognition, the unearned revenue is presented on our Condensed Consolidated Balance Sheet as a contract liability, referred to as deferred revenue. The following table summarizes our contract balances as of January 1, 2018 and December 31, 2018:2020 and 2019: $ 613 $ 805 4,661 4,397 817 886 In thousands December 31, 2018 January 1, 2018 Contract assets $ 2,362 $ 4,720 Deferred revenue and customer advances 6,034 5,906 Deferred revenue included in other long-term liabilities 578 341 twelve monthsyear ended December 31, 20182020 from amounts included in deferred revenue at the beginning of the periodDecember 31, 2019 was approximately $4.0$4.5 million. We recognized no revenues during the twelve months ended December 31, 2018, from performance obligations satisfied or partially satisfied in previous periods. During the twelve months ended December 31, 2018, we reclassified $4.7 millioncosts.costs and if the benefit is longer than one year. These costs are amortized to expense over the expected period of benefit in a manner that is consistent with the transfer of the related goods or services to which the asset relates. We capitalized a portion of commission expense, implementation and other costs that represents the cost to obtain a contract. The remaining unamortized contract costs were $3.8$1.3 million and $1.9 million as of December 31, 2018.2020 and 2019. For the periodsyears presented, $0.1 millionno impairment was recognized in Q4 2018.recognized.Financial Statement ImpactAdopting ASC 606Upon the$22.8 million and operating lease liabilities of $23.9 million. There was minimal impact to retained earnings upon adoption of ASC 606Topic 842. $ 23,793 $ 957 $ 24,750 6,436 227 6,663 20,892 403 21,295 $ 27,328 $ 630 $ 27,958 $ 17,679 $ 1,138 $ 18,817 7,226 390 7,616 12,514 564 13,078 $ 19,740 $ 954 $ 20,694 $ 8,646 $ 9,251 240 298 45 70 285 368 3,085 2,797 (470 ) — $ 11,546 $ 12,416 $ 18,777 $ 17,986 40 66 412 807 6.05 3.29 2.97 3.15 3.72 % 4.71 % 6.74 % 7.44 % $ 7,274 $ 252 5,870 209 4,616 166 3,314 48 1,574 6 7,505 — 30,153 681 2,825 51 $ 27,328 $ 630 (1) Non-cancelable sublease proceeds for the fiscal year ending December 31, 2021, 2022, and 2023 of $647k, $540k, and $154k, respectively, are not included in the table above. 1, 2018, we recorded a cumulative adjustment29, 2018. We incurred $0.2 million of $0.6 million, a net increase to opening retained earnings as of January 1, 2018. The following table showstransaction fees in connection with the cumulative effectissuance of the changes madeSeries A Preferred Stock which are netted against the gross proceeds of $9.9 million on our Consolidated Financial Statements.accountsholders of common stock, from the assets of the Company available for distribution, an amount equal to the greater of (i) the original issue price, plus any dividends accrued but unpaid thereon, and (ii) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into Common Stock immediately before such liquidation.January 1, 2018 (in thousands): As Reported Adjusted December 31, 2017 Cumulative Adjustments January 1,
2018ASSETS Accounts receivable, net 81,397 (4,310 ) 77,087 Contract assets — 4,720 4,720 Other current assets 3,900 373 4,273 Other assets 3,230 1,018 4,248 LIABILITIES Deferred revenue and related expenses 5,342 564 5,906 Deferred income taxes 773 119 892 Other current liabilities 3,732 245 3,977 Other long-term liabilities 4,201 302 4,503 STOCKHOLDERS’ EQUITY Retained earnings 794,583 571 795,154 The cumulative effect adjustments to the opening retained earnings relate to a few key differences between legacy GAAPDecember 31, 2020 and ASC 606 which include capitalizing costs to obtain and fulfill a contract (increase to retained earnings), changes in the timing of revenue recognition for non-refundable upfront fees (decrease to retained earnings), and changes in the timing of revenue recognition for Database Marketing Solutions and Logistics services (increase to retained earnings).2019.Impact of New Revenue Guidance on Financial Statement Line ItemsWe identified the financial statement line items impacted by ASC 606 as compared to the pro-forma amounts had the legacy GAAP been in effect, as of and for the twelve months ended December 31, 2018, and these are summarized as follows:Balance Sheet Financial Statement Line ItemsThe adoption of ASC 606 had the following impact on the Consolidated Balance Sheet as of December 31, 2018: an increase of $1.8 million and $1.3 million to reported total assets and reported retained earnings, respectively, and an increase in total reported liabilities of $0.5 million as compared to the pro-forma balance sheet which assumes legacy GAAP remained in effect as of December 31, 2018. The reported total assets increase was largely due to capitalized costs to obtain and fulfill contracts and contract assets recognized for performance obligations in our Database Marketing Solutions and Logistics businesses, of which revenues are recognized over time. The reported total liabilities increase was largely due to deferred revenue recognized for upfront non-refundable fee and accrued expenses associated with performance obligations in our Database Marketing Solutions and Logistics businesses.Income Statement Financial Statement Line Items (Year Ended December 31, 2018)The adoption of ASC 606 did not have a significant impact on our Consolidated Statements of Comprehensive Income/(Loss) for the twelve months ended December 31, 2018.The adoption of ASC 606 had no significant impact on our cash flows from operations for the year ended December 31, 2018. The aforementioned impacts resulted in offsetting shifts in cash flows throughout net income and various changes in working capital balances.CF — Long-Term Debt2018,2020 and 2019, long-term debt was as follows: $ 17,100 $ 18,700 10,000 — 27,100 18,700 (4,926 ) — $ 22,174 $ 18,700 $14.2$17.1 million and $18.7 million of borrowing incurredoutstanding under the Texas Capital Facility (as defined below), respectively. As of December 31, 2020, we had the ability to borrow an additional $0.1 million under the Texas Capital Facility. We had no debt outstanding atDecember 31, 2017.Credit Facilities"Texas“Texas Capital Credit Facility"Facility”). The Texas Capital Credit Facility is being used for general corporate purposes and to provide collateral for up to $5.0 million of letters of credit issued by Texas Capital Bank.Bank up to $5 million. The Texas Capital Credit Facility is secured by substantially all of the company's assetsCompany’s and its material domestic subsidiaries’ assets. The Texas Capital Credit Facility is guaranteed by HHS Guaranty, LLC, an entity formed to provide credit support for Harte Hanks by certain members of the Shelton family (descendants of one of our founders).On January 9, 2018, we entered into an amendment (the "First Amendment") to the Texas Capital Credit Facility. The First Amendment (i) increases the availability under the revolving credit facility from $20 million to $22 million and (ii) extendsone year to April 17, 2020. The Credit Facility remains collateralized by substantially all of our assets. Our fee for the collateral balance provided by HHS Guaranty, LLC also changed from an annual fee of $0.5 million to 2.0% of collateral actually pledged.Pursuant to the First Amendment, the Texas Capital Credit Facility expires on April 17, 2020 at which point all outstanding principal amounts will be due. Harte Hankswe can elect to accrue interest on outstanding principal balances at either LIBOR plus 1.95% or prime plus 0.75%. Unused creditcommitment balances will accrue interest at 0.50%.We wereThe Company has been in compliance withof all the requirements.the covenants of our credit facility at assets and continues to be guaranteed by HHS Guaranty, LLC.$0.2$0.7 million and $0.3$0.9 million for the years ended December 31, 20182020 and 2017,2019, respectively.D — Income Taxescomponents of income tax expense (benefit) are as follows: Year Ended December 31, In thousands 2018 2017 Current Federal $ (18,194 ) $ 348 State and local 314 245 Foreign 1,413 472 Total current $ (16,467 ) $ 1,065 Deferred Federal $ (470 ) $ (9,886 ) State and local (181 ) (747 ) Foreign (994 ) (326 ) Total deferred $ (1,645 ) $ (10,959 ) Total income tax benefit $ (18,112 ) $ (9,894 ) The U.S. and foreign components of income (loss) before income taxes were as follows: Year Ended December 31, In thousands 2018 2017 United States $ (4,873 ) $ (49,731 ) Foreign 4,311 (2,023 ) Total loss from operations before income taxes $ (562 ) $ (51,754 ) The differences between total income tax expense (benefit) and the amount computed by applying the statutory federal income taxPPP Term Note bears interest at a fixed annual rate of 21%1.00%, with interest deferred for 2018the first eighteen months. Beginning in September 2021, the Company is required to make eight equal monthly payments of principal and 35% for 2017interest with the final payment due in April 2022, unless the loan is forgiven as described below. The PPP Term Note may be accelerated upon the occurrence of an event of default.income (loss) before income taxes were as follows: Year Ended December 31, In thousands 2018 2017 Computed expected income tax benefit $ (118 ) $ (18,114 ) Goodwill impairment basis difference — 6,000 Basis difference on sale of 3Q Digital (11,937 ) — Net effect of state income taxes (388 ) (559 ) Foreign subsidiary dividend inclusions 2,781 440 Foreign tax rate differential 189 187 Change in valuation allowance due to tax reform — (13,821 ) Change in valuation allowance 3,383 2,265 Non-deductible interest — 1,280 Loss from deemed liquidation of foreign subsidiary (4,242 ) — Rate Benefit from Carryback of Capital Loss (6,452 ) — Stock-based compensation shortfalls 437 1,373 Change in U.S. tax rate due to tax reform — 10,391 Return to Provision (1,835 ) — Other, net 70 664 Income tax benefit for the period $ (18,112 ) $ (9,894 ) Total income tax benefit was allocated as follows: Year Ended December 31, In thousands 2018 2017 Operations $ (18,112 ) $ (9,894 ) Stockholders’ equity — 755 Total $ (18,112 ) $ (9,139 ) The U.S. Tax Cutsmaintain payroll or make certain covered interest payments, lease payments and Jobs Act (the "Tax Reform Act”) was enacted on December 22, 2017. The legislation significantly changed U.S. tax law by, among other things, loweringutility payments. Under the corporate income tax rate from 35% to 21%, implementing a territorial tax system and imposing a one-time repatriation tax on deemed repatriated earnings of foreign subsidiaries. The main impactterms of the Tax ReformCARES Act, on our financial statement is related to the re-measurement of deferred tax balances. We recognized the tax effectsCompany can be granted forgiveness for all or a portion of the Tax Reform Act inloan granted under the year ended December 31, 2017 and recorded a deferred tax benefit of $3.4 million duePaycheck Protection Program, with such forgiveness to be determined, subject to limitations, based on the re-measurement of deferred tax balances to the new 21% corporate tax rate. We applied the guidance in the SAB 118 when accounting for the enactment-date effectsuse of the Tax Reform Act in 2017 and throughout 2018. loan proceeds for permitted expenses.December 31, 2018, we have now completed our accounting for allthis time, the enactment-date income tax effectsCompany anticipates forgiveness of the Tax Reform Act. We did not record any adjustments to our provisional amounts in the year ended December 31, 2018.The Tax Reform Act subjects a U.S. shareholder to tax on Global Intangible Low Tax Income (GILTI) earned by certain foreign subsidiaries. The FASB Staff Q&A Topic 740, No. 5 "Accounting for Global Intangible Low-Taxed Income," states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. We have elected to account for GILTI as a current period expense when incurred.The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows: Year Ended December 31, In thousands 2018 2017 Deferred tax assets Deferred compensation and retirement plan $ 16,179 $ 15,017 Accrued expenses not deductible until paid 1,584 1,619 Employee stock-based compensation 780 1,757 Accrued payroll not deductible until paid 428 1,111 Accounts receivable, net 100 179 Investment in Foreign Subsidiaries, Outside Basis Difference 1,322 — Goodwill 710 700 Other, net 142 290 Foreign net operating loss carryforwards 3,042 2,887 State net operating loss carryforwards 3,776 3,978 Foreign tax credit carryforwards 3,653 3,653 Federal net operating loss carryforwards 2,507 — Total gross deferred tax assets 34,223 31,191 Less valuation allowances (31,170 ) (28,350 ) Net deferred tax assets $ 3,053 $ 2,841 Deferred tax liabilities Property, plant and equipment $ (1,689 ) $ (1,941 ) Goodwill and other intangibles — (701 ) Prepaid Expenses (331 ) — Other, net (281 ) (972 ) Total gross deferred tax liabilities (2,301 ) (3,614 ) Net deferred tax assets (liabilities) $ 752 $ (773 ) A reconciliation of the beginning and ending balance of deferred tax valuation allowance is as follows:In thousands Balance at December 31, 2016 $ 40,148 Deferred Income Tax Expense (1,227 ) Return to Provision Impact 3,250 Impact of Tax Reform Act (13,821 ) Balance at December 31, 2017 $ 28,350 Deferred Income Tax Expense 3,383 Return to Provision Impact (854 ) Other comprehensive income 291 Balance at December 31, 2018 $ 31,170 In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowance for deferred tax assets was $31.2 million and $28.4 million at December 31, 2018 and 2017, respectively. Theentire amount of the deferred tax asset considered realizable could be adjusted if estimatesPPP Term Note; however, we are not in a position to estimate the timing of future taxable income during the carryforward period are increased, or if objective negative evidencecompletion of the forgiveness process. We applied for forgiveness of the PPP Term Note in the formfirst quarter of cumulative losses is no longer present, and additional weight may be given to subjective evidence such as changes in our growth projections.We or one of our subsidiaries file income tax returns in the U.S. federal, U.S. state, and foreign jurisdictions. For U.S. state returns, we are no longer subject to tax examinations for years prior to 2013. For U.S. federal and foreign returns, we are no longer subject to tax examinations for years prior to 2015.A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows:In thousands Balance at December 31, 2016 $ 967 Settlements (761 ) Balance at December 31, 2017 $ 206 Settlements (206 ) Balance at December 31, 2018 $ — There is no balance of unrecognized tax benefits as of December 31, 2018. Any adjustments to this liability as a result of the finalization of audits or potential settlements would not be material.any interest and penalties related to income taxes within income tax expense in our Consolidated Statements of Comprehensive Income (Loss). We did not recognize any tax benefits for the reduction of accrued interest and penalties associated with the reductionprincipal balance of the liability for unrecognized tax benefits during the years ended December 31, 2018PPP Term Note within both Short-term and 2017. We did not have any interest and penalties accrued at December 31, 2018 or 2017.As of December 31, 2018, we had federalLong-term debt, net, operating loss carryforwards that are allowed to be carried forward indefinitely and available to reduce 80% of future taxable income in any given year.Deferred income taxes have not been provided on the undistributed earnings of our foreign subsidiaries as these earnings have been, and under current plans will continue to be, permanently reinvested in these subsidiaries. It is not practicable to estimate the amount of additional taxes which may be payable upon the distribution of these earnings. However, because of the provisions in the Tax Reform Act, the tax cost of repatriation is immaterial and limited to foreign withholding taxes, currency translation and state taxes.Note E — Goodwill and Other Intangible AssetsAs discussed in Note A, Significant Accounting Policies, goodwill is not amortized, but is tested for impairment on an annual basis or when circumstances exist that indicate goodwill may be impaired.During our annual impairment test in 2017, we performed a Step One analysis using a business enterprise value approach to determine the fair value of the business. The fair value of the reporting unit was estimated for the purpose of deriving an excess or deficit between the fair value and the carrying amount of the business enterprise. The fair value calculated using the discounted cash flow method was a component of the analysis. Estimated future cash flows were discounted at a rate of 14.0%. The results of the Step One analysis, in accordance with ASU 2017-04, indicated that the carrying value exceeded the fair value and the full carrying value of goodwill should be written-off, resulting in an impairment charge of $34.5 million. Our fair value estimates relied on management assumptions including market rates, revenue growth rates, operating margins, and discount rates.Our accumulated goodwill impairment was $283.1 million and $283.1 million at December 31, 2018 and 2017, respectively.The changes in the carrying amount of goodwill are as follows:In thousands Balance at December 31, 2016 $ 34,510 Purchase consideration — Impairment (34,510 ) Balance at December 31, 2017 $ — Impairment — Balance at December 31, 2018 $ — Other intangibles with definite useful lives relate to contact databases, client relationships, and non-compete agreements. They are amortized on a straight-line basis over their respective estimated useful lives, typically a period of 2 to 10 years, and reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.The changes in the carrying amount of other intangibles with definite lives are as follows:In thousands Balance at December 31, 2016 $ 3,302 Amortization (713 ) Balance at December 31, 2017 $ 2,589 Amortization (113 ) Disposition $ (2,476 ) Balance at December 31, 2018 $ — Amortization expense related to other intangibles with definite useful lives was $0.1 million and $0.7 million for the years ended December 31, 2018 and 2017, respectively. The intangible asset was fully amortizedconsolidated balance sheet as of December 31, 2018.F — Employee Benefit Plansif no forgiveness is granted, approximately $4.9 million of the principal amount of the PPP Term Note would be due within twelve months from December 31, 2020.Prior to January 1, 1999, we provided a defined benefit pension plan in which most of our employees were eligible to participate (the "Qualified Pension Plan"). In conjunction with significant enhancements to our 401(k) plan, we elected to freeze benefits under the Qualified Pension Plan as of December 31, 1998.In 1994, we adopted a non-qualified, unfunded, supplemental pension plan (the "Restoration Pension Plan") covering certain employees, which provides for incremental pension payments so that total pension payments equal those amounts that would have been payable from the principal pension plan were it not for limitations imposed by income tax regulation. The benefits under the Restoration Pension Plan were intended to provide benefits equivalent to our Qualified Pension Plan as if such plan had not been frozen. We elected to freeze benefits under the Restoration Pension Plan as of April 1, 2014.The overfunded or underfunded status of our defined benefit post-retirement plans is recorded as an asset or liability on our balance sheet. The funded status is measured as the difference between the fair value of plan assets and the projected benefit obligation. Periodic changes in the funded status are recognized through other comprehensive income. We currently measure the funded status of our defined benefit plans as of December 31, the date of our year-end consolidated balance sheets.The status of the defined benefit pension plans at year-end was as follows: Year Ended December 31, In thousands 2018 2017 Change in benefit obligation Benefit obligation at beginning of year $ 187,036 $ 179,247 Interest cost 6,740 7,347 Actuarial (gain) loss (12,021 ) 10,121 Benefits paid (9,994 ) (9,679 ) Benefit obligation at end of year $ 171,761 $ 187,036 Change in plan assets Fair value of plan assets at beginning of year 126,013 116,725 Actual return on plan assets (9,847 ) 17,292 Contributions 1,690 1,675 Benefits paid (9,994 ) (9,679 ) Fair value of plan assets at end of year $ 107,862 $ 126,013 Funded status at end of year $ (63,899 ) $ (61,023 ) The following amounts have been recognized in the Consolidated Balance Sheets at December 31:In thousands 2018 2017 Other current liabilities $ 1,685 $ 1,685 Pensions 62,214 59,338 Total $ 63,899 $ 61,023 The following amounts have been recognized in accumulated other comprehensive loss, net of tax, at December 31:In thousands 2018 2017 Net loss $ 46,584 $ 45,418 Based on current estimates, we will be required to make $2.2 million contributions to our Qualified Pension Plan in 2019.We are not required to make and do not intend to make any contributions to our Restoration Pension Plan in 2019 other than to the extent needed to cover benefit payments. We expect benefit payments under this supplemental pension plan to total approximately $1.7 million in 2019.The following information is presented for pension plans with an accumulated benefit obligation in excess of plan assets:In thousands 2018 2017 Projected benefit obligation $ 171,761 $ 187,036 Accumulated benefit obligation $ 171,761 $ 187,036 Fair value of plan assets $ 107,862 $ 126,013 The Restoration Pension Plan had an accumulated benefit obligation of $25.3 million and $27.6 million at December 31, 2018 and 2017, respectively. The following table presents the components of net periodic benefit cost and other amounts recognized in other comprehensive income (loss) for both plans: Year Ended December 31, In thousands 2018 2017 Net Periodic Benefit Cost (Pre-Tax) Interest cost $ 6,740 $ 7,347 Expected return on plan assets (6,094 ) (7,328 ) Recognized actuarial loss 2,754 2,754 Net periodic benefit cost 3,400 2,773 Amounts Recognized in Other Comprehensive Income (Loss) (Pre-Tax) Net (gain) loss 1,166 (2,597 ) Net cost recognized in net periodic benefit cost and other comprehensive (income) loss $ 4,566 $ 176 The estimated net loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2019 is $2.9 million. The period over which the net loss from the Qualified Pension Plan is amortized into net periodic benefit cost was the average future lifetime of all participants (approximately 23 years). The Qualified Pension Plan is frozen and almost all of the plan's participants are not active employees.The weighted-average assumptions used for measurement of the defined pension plans were as follows: Year Ended December 31, 2018 2017 Weighted-average assumptions used to determine net periodic benefit cost Discount rate 3.67 % 4.21 % Expected return on plan assets 5.00 % 6.50 % December 31, 2018 2017 Weighted-average assumptions used to determine benefit obligations Discount rate 4.35 % 3.67 % The discount rate assumptions are based on current yields of investment-grade corporate long-term bonds. The expected long-term return on plan assets is based on the expected future average annual return for each major asset class within the plan’s portfolio (which is principally comprised of equity investments) over a long-term horizon. In determining the expected long-term rate of return on plan assets, we evaluated input from our investment consultants, actuaries, and investment management firms, including their review of asset class return expectations, as well as long-term historical asset class returns. Projected returns by such consultants and economists are based on broad equity and bond indices. Additionally, we considered our historical 15-year compounded returns, which have been in excess of the forward-looking return expectations.The funded pension plan assets as of December 31, 2018 and 2017, by asset category, are as follows:In thousands 2018 % 2017 % Equity securities $ 71,384 66 % $ 80,191 64 % Debt securities 22,134 21 % 20,481 16 % Other 14,344 13 % 25,341 20 % Total plan assets $ 107,862 100 % $ 126,013 100 % The fair values presented have been prepared using values and information available as of December 31, 2018 and 2017.The following tables present the fair value measurements of the assets in our funded pension plan:In thousands December 31,
2018
Identical Assets
(Level 1) Equity securities $ 71,384 $ 71,384 $ — $ — Debt securities 22,134 22,134 — — Total investments, excluding investments valued at NAV 93,518 93,518 — — 14,344 — — — Total plan assets $ 107,862 $ 93,518 $ — $ — In thousands December 31,
2017 Quoted Prices
in Active Markets for
Identical Assets
(Level 1) Equity securities $ 80,191 $ 80,191 $ — $ — Debt securities 20,481 20,481 — — Total investments, excluding investments valued at NAV 100,672 100,672 — — 25,341 — — — Total plan assets $ 126,013 $ 100,672 $ — $ — (1) Investment valued at NAV are comprised of cash, cash equivalents, and short-term investments used to provide liquidity for the payment of benefits and other purposes. The commingled funds are valued at NAV based on the market value of the underlying investments, which are primarily government issued securities.The investment policy for the Qualified Pension Plan focuses on the preservation and enhancement of the corpus of the plan’s assets through prudent asset allocation, quarterly monitoring and evaluation of investment results, and periodic meetings with investment managers.The investment policy’s goals and objectives are to meet or exceed the representative indices over a full market cycle (3-5 years). The policy establishes the following investment mix, which is intended to subject the principal to an acceptable level of volatility while still meeting the desired return objectives: Target Acceptable Range Benchmark Index Domestic Equities 50.0 % 35 % - 75% S&P 500 Large Cap Growth 22.5 % 15 % - 30% Russell 1000 Growth Large Cap Value 22.5 % 15 % - 30% Russell 1000 Value Mid Cap Value 5.0 % 5 % - 15% Russell Mid Cap Value Mid Cap Growth 0.0 % 0 % - 10% Russell Mid Cap Growth Domestic Fixed Income 35.0 % 15 % - 50% LB Aggregate International Equities 15.0 % 10 % - 25% MSC1 EAFE The funded pension plan provides for investment in various investment types. Investments, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risk. Due to the level of risk associated with investments, it is reasonably possible that changes in the value of investments will occur in the near term and may impact the funded status of the plan. To address the issue of risk, the investment policy places high priority on the preservation of the value of capital (in real terms) over a market cycle. Investments are made in companies with a minimum five-year operating history and sufficient trading volume to facilitate, under most market conditions, prompt sale without severe market effect. Investments are diversified across numerous market sectors and individual companies. Reasonable concentration in any one issue, issuer, industry, or geographic area is allowed if the potential reward is worth the risk.Investment managers are evaluated by the performance of the representative indices over a full market cycle for each class of assets. The Pension Plan Committee reviews, on a quarterly basis, the investment portfolio of each manager, which includes rates of return, performance comparisons with the most appropriate indices, and comparisons of each manager’s performance with a universe of other portfolio managers that employ the same investment style.The expected future benefit payments for both pension plans over the next ten years as of December 31, 2018 are as follows:In thousands 2019 $ 10,133 2020 10,365 2021 10,606 2022 10,962 2023 11,251 2024-2028 57,856 Total $ 111,173 We also sponsored a 401(k) - retirement plan in which we matched a portion of employees’ voluntary before-tax contributions prior to 2018. Under this plan, both employee and matching contributions vest immediately. We stopped this 401(k) match program in 2018. Total 401(k) expense for these matching payments recognized was $0.4 million and $3.0 million for years ending December 31, 2018 and 2017.Stockholders’ EquityDividendsdid not pay any dividendsmaintain stock incentive plans for the benefit of certain officers, directors, and employees. Our stock incentive plans provide for the ability to issue stock options, cash stock appreciation rights, performance stock units, phantom stock units and cash performance stock units. Our cash stock appreciation rights, phantom stock units and cash performance stock units settle solely in 2018cash and 2017.Share RepurchaseUnder the stock repurchase program publicly announced in August of 2014, our Board provided authorization to spend up to $20.0 million to repurchase shares of our outstanding common stock. During 2018 and 2017, no shares of our common stock werepurchased. We had $11.4 million remaining underare treated as the current authorization as of December 31, 2018. From 1997 through December 2018, we have paid more than $1.2 billion to repurchase 6.8 million shares under this program and previously announced programs.Awardees of stock-based compensation may elect to have shares of commonliability, which are adjusted each reporting period based on changes in our stock withheld from vested awards to meet tax obligations. These shares are returned to our treasury stock at the time of vesting. During 2018, we received 3,541 shares of our common stock, with an estimated market value of $0.03 million, from such arrangements.Series A Convertible Preferred StockHarte Hanks is authorized to issue one million shares of preferred stock with a par value of $1.00. In January 2018, our board of directors designated a total of 9,926 shares of our preferred stock as our Series A Convertible Preferred Stock (the "Series A Preferred Stock"). Each share of our Series A Preferred stock is convertible at any time at the option of the holder into the number of shares of common stock at the initial conversion price. Dividends on the Series A Preferred Stock are accrued at a rate of 5.0% per year or the rate that cash dividends were paid in respect to shares of common stock if such rate is greater than 5.0%. If Series A Preferred Stock is converted into the common stock, the accumulated dividends accrued is no longer payable. Holders of Series A Preferred Stock do not have voting rights, subject to certain exceptions.On January 23, 2018, we issued 9,926 shares of our Series A Preferred Stock to Wipro, LLC for gross proceeds of $9.9 million. Shares are convertible into 16.0% of our outstanding common stock on a pre-closing basis, priced at $9.91 per share of common stock. For so long as Wipro owns at least a majority of the preferred shares originally purchased or is the beneficial owner of at least 5% of the company's common stock, Wipro has the right to appoint one individual as a non-voting observer to the Board and under certain circumstances Wipro may appoint a board member to the board of directors. As of December 31, 2018, Wipro, LLC has designated an observer to the Board of Directors.Note H — Stock-Based CompensationIncome (Loss). ForLoss. We recognized $0.8 million and $1.1 million of stock-based compensation expense for the years ended December 31, 20182020 and 2017, we recorded total stock-based compensation expense from operations of $(0.6) million and $2.7 million,2019, respectively.We granted equity awards to our Chief Executive Officer, Chief Financial Officer and Chief Operations Officer in 2019, 2018 and 2017, as a material inducement for acceptance of such positions. These option, restricted stock, and performance unit awards were not submitted for stockholder approval and were separately listed with the NYSE.("(“2013 Plan"Plan”), pursuant to which we may issue up to 500,000 shares of stock-based awards to directors, employees, and consultants, as adjusted for the reverse stock split. The 2013 Plan replaced the stockholder-approved 2005 Omnibus Incentive Plan ("(“2005 Plan"Plan”), pursuant to which we issued equity securities to directors, officers, and key employees. No additional stock-based awards will be granted under the 2005 Plan, but awards previously granted under the 2005 Plan will remain outstanding in accordance with their respective terms. In August 2018, we filed a Form S-8 to increase the total registered shares under 2013 Plan to 553,673 shares. As of December 31, 2020 and 2019, there were 20.7 thousand and 18.0 thousand shares available for grant under the 2013 Plan.2018 and 2017,2020, there were 0.2 million and 0.12 million shares available for grant under the 20132020 Plan.34 thousand shares granted as inducement awards were outstanding at December 31, 2018, with exercise prices ranging from $7.40 to $60.40 per share. Options to purchase 4256 thousand shares granted under 2013 Plan awards were outstanding at December 31, 2018,2020, with exercise prices ranging from $7.40$1.57 to $119.00$115.2 per share.9532 thousand shares were outstanding under the 2005 Plan as of December 31, 2018,2020, with exercise prices ranging from $7.40$76.8 to $123.10$184.65 per share.Options issued through March 2015 vest in full (to the extent not previously vested) upon a change in control, as defined in the applicable equity plan. publicly-tradedpublicly traded successor with an equivalent award (as defined in such officers’ change in control severance agreements). Additionally, 25%(as such terms are defined in her employment agreement). However, following the August 2018 resignation of our former CEO, her unvested stock option was forfeited according to her separation agreement with the Company and resulted in $0.1 million credit to stock compensation expense.20182020 and 2017:2019: 171,369 $ 60.66 31,906 1.57 — — — (25,392 ) 10.00 (51,187 ) 59.84 126,696 $ 57.48 Adjustment and Correction (7,500 ) 53.61 Granted in 2020 — — Exercised in 2020 — — — Unvested options forfeited in 2020 — — Vested options expired in 2020 (31,449 ) 90.89 87,747 $ 40.25 5.46 — 87,747 $ 40.25 5.46 — 80,336 $ 43.28 5.25 — In thousands Options outstanding at December 31, 2016 370,547 $ 77.23 Granted in 2017 33,855 10.00 Exercised in 2017 — — — Unvested options forfeited in 2017 (9,872 ) 73.31 Vested options expired in 2017 (85,563 ) 110.44 Options outstanding at December 31, 2017 308,967 $ 60.80 Granted in 2018 14,821 7.40 Exercised in 2018 — — — Unvested options forfeited in 2018 (61,286 ) 37.13 Vested options expired in 2018 (91,133 ) 68.28 Options outstanding at December 31, 2018 171,369 $ 60.66 4.56 — Vested and expected to vest at December 31, 2018 171,369 $ 60.66 4.56 — Exercisable at December 31, 2018 128,105 $ 76.48 3.13 — 2018.2020. The pre-tax intrinsic value is the difference between the closing price of our common stock on December 31, 20182020 and the exercise price for each in-the-money option. This value fluctuates with the changes in the price of our common stock.2018:2020: 46,727 $ 3.42 8.32 39,316 $ 2.67 39,320 80.43 2.30 39,320 80.43 1,700 123.10 0.10 1,700 123.10 87,747 $ 40.25 5.46 80,336 $ 43.28 $ 7.40 - 60.40 84,502 $ 30.91 5.31 44,289 $ 50.77 $ 72.50 - 119.00 84,467 88.65 3.88 81,416 89.10 $ 123.10 - 123.10 2,400 123.10 2.10 2,400 123.10 171,369 $ 60.66 4.56 128,105 $ 76.48 20182020 and 2017:2019: — 5.50 — 40.53 % — 1.86 % Year Ended December 31, 2018 2017 Expected term (in years) 5.23 6.25 Expected stock price volatility 55.07 % 53.70 % Risk-free interest rate 2.96 % 2.16 % 2018 and 20172019 was $3.55 and $5.32, respectively.$1.67. No options were granted during 2020. As of December 31, 2018,2020, there was $0.2 million$23 thousand of total unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted average period of approximately 2.851.74 years.2018:2020: 12,676 $ 9.70 8.48 — — — — — — — — 12,676 $ 9.70 7.48 — — — — (9,507 ) 9.70 (3,169 ) 9.70 — $ — — — $ — — Number of
Units
Average Weighted-Average
Remaining
Contractual Term
(Years)Cash stock appreciation rights outstanding at December 31, 2016 — $ — Granted in 2017 86,618 9.70 Exercised in 2017 — — Forfeited in 2017 — — December 31, 2017 86,618 $ 9.70 9.48 Granted in 2018 — — Exercised in 2018 — — Expired in 2018 (11,090 ) 9.70 Forfeited in 2018 (62,852 ) 9.70 Cash stock appreciation rights outstanding at December 31, 2018 12,676 $ 9.70 8.48 Vested balance at December 31, 2018 3,169 $ 9.70 8.48 2018,2020, there was $0.0 million of totalno unrecognized compensation cost related to unvested cash stock appreciation right grants.solely in commontreasury stock and are treated as equity. Outstanding restricted stock units granted to officers as inducement awards or under the 2013 Plan vest in full (to the extent not previously vested) upon a change in control if such unvested shares are not assumed or replaced by a publicly-traded successor with an equivalent award (as such terms are defined in such officers’ change-in-control severance agreements).units'units’ activity during 20182020 and 2017:2019: 107,415 $ 9.98 383,569 3.26 (39,858 ) 9.65 (22,835 ) 10.07 428,291 $ 3.99 Adjustment and Correction 13,158 3.99 Granted in 2020 730,150 2.02 Settled in 2020 (303,020 ) 3.96 Forfeited in 2020 (78,870 ) 3.46 789,709 $ 2.22 Unvested shares outstanding at December 31, 2016 94,543 $ 37.59 Granted in 2017 160,962 9.81 Vested in 2017 (40,979 ) 41.39 Forfeited in 2017 (13,304 ) 27.84 Unvested shares outstanding at December 31, 2017 201,222 $ 15.23 Granted in 2018 72,549 9.51 Vested in 2018 (56,219 ) 19.28 Forfeited in 2018 (110,137 ) 14.54 Unvested shares outstanding at December 31, 2018 107,415 $ 9.98 2018,2020, there was $0.9$1.4 million of total unrecognized compensation cost related to restricted stock units. This cost is expected to be recognized over a weighted average period of approximately 2.242.03 years.20182020 and 2017:2019: 32,811 $ 14.39 — — (11,449 ) 16.01 (6,542 ) 13.49 14,820 $ 13.55 Adjustment and Correction (786 ) — — Settled in 2020 (8,032 ) 16.40 Forfeited in 2020 (1,656 ) 9.70 4,346 $ 9.70 Number of
Units Weighted-
Average Grant
Date Fair ValuePhantom stock units outstanding at December 31, 2016 53,164 $ 26.90 Granted in 2017 56,000 9.70 Vested in 2017 (12,483 ) 26.90 Forfeited in 2017 (14,644 ) 22.63 Phantom stock units outstanding at December 31, 2017 82,037 $ 15.92 Granted in 2018 — — Vested in 2018 (19,992 ) 17.85 Forfeited in 2018 (29,234 ) 16.32 Phantom stock units outstanding at December 31, 2018 32,811 $ 14.39 2018,2020, there was $0.1 million$10 thousand of total unrecognized compensation cost related to phantom stock units. This cost is expected to be recognized over a weighted average period of approximately 2.150.48 years.officers'officers’ change-in-control severance agreements).20182020 and 2017:2019: 38,529 $ 10.50 417,035 2.67 — — (247,635 ) 3.36 207,929 $ 3.27 Adjustment and Correction (52,632 ) — — Settled in 2020 (4,225 ) 9.70 Forfeited in 2020 (118,804 ) 2.79 Performance stock units outstanding at December 31, 2020 32,268 $ 4.14 Performance stock units outstanding at December 31, 2016 84,430 $ 25.56 Granted in 2017 89,124 9.95 Settled in 2017 — — Forfeited in 2017 (10,494 ) 47.90 Performance stock units outstanding at December 31, 2017 163,060 $ 15.59 Granted in 2018 11,904 8.40 Settled in 2018 — — Forfeited in 2018 (136,435 ) 16.40 Performance stock units outstanding at December 31, 2018 38,529 $ 10.50 2018,2020, there was $0.2 million$75 thousand of total unrecognized compensation cost related to performance stock units. This cost is expected to be recognized over a weighted average period of approximately 1 year.20182020 and 2017:2019: 3,778 $ 26.90 — — — — (3,778 ) 26.90 — — — — — — — — — $ — Number of
Shares Weighted-
Average Grant-Date Fair ValueCash performance stock units outstanding at December 31, 2016 44,397 $ 26.90 Granted in 2017 109,887 10.10 Settled in 2017 — — Forfeited in 2017 (3,778 ) 26.90 Cash performance stock units outstanding at December 31, 2017 150,506 $ 14.63 Granted in 2018 — — Settled in 2018 — — Forfeited in 2018 (146,728 ) 14.32 Cash performance stock units outstanding at December 31, 2018 3,778 $ 26.90 2018,2020, there was $0.0 million of totalno unrecognized compensation cost related to cash performance stock units. $ 189,807 $ 171,761 5,894 7,254 13,380 21,174 (10,495 ) (10,382 ) $ 198,586 $ 189,807 $ 118,092 $ 107,862 11,014 16,742 10,737 3,870 (10,495 ) (10,382 ) $ 129,348 $ 118,092 \ $ (69,238 ) $ (71,715 ) $ 1,748 $ 1,715 67,490 70,000 $ 69,238 $ 71,715 $ 68,544 $ 63,887 $ 198,586 $ 189,807 $ 198,586 $ 189,807 $ 129,348 $ 118,092 $ 5,894 $ 7,254 (5,538 ) (4,446 ) 3,247 2,930 3,603 5,738 4,657 5,948 $ 8,260 $ 11,686 Discount rate 3.20 % 4.35 % Qualified Plan II n/a n/a Restoration Plan 3.14 % 4.30 % Expected return on plan assets 4.75 % 4.25 % Qualified Plan II n/a n/a Restoration Plan n/a n/a Discount rate 2.37 % 3.20 % Qualified Plan II 2.61 % n/a Restoration Plan 2.34 % 3.14 % % % $ 79,906 62 % $ 68,563 58 % 34,307 26 % 43,622 37 % 15,135 12 % 5,907 5 % $ 129,348 100 % $ 118,092 100 % $ 79,906 $ 79,906 $ — $ — 34,307 26,733 7,574 — 114,213 106,639 7,574 — 15,135 — — — $ 129,348 $ 106,639 $ 7,574 $ — $ 68,563 $ 68,563 $ — $ — 43,622 39,380 4,242 — 112,185 107,943 4,242 — 5,907 — — — $ 118,092 $ 107,943 $ 4,242 $ — 64 % 54% - 74% 23 % 18% - 28% 15 % 10% - 20% 8 % 4% - 12% 13 % 8% - 25% 5 % 0% - 8% Fixed Income 34 % 24% - 44% Investment Grade 34 % 24% - 44% BBG BARC US Aggregate Bond Index 2 % 0%-40% $ 10,796 11,033 11,243 11,323 11,365 2026 - 2030 57,567 $ 113,327 CommitmentsIncome TaxesContingenciesEconomic Security Act $ (17,286 ) $ 216 696 504 219 37 $ (16,371 ) $ 757 $ 1,398 $ 623 (2,163 ) (96 ) 521 469 $ (244 ) $ 996 $ (16,615 ) $ 1,753 $ (20,683 ) $ (29,003 ) 2,374 4,492 $ (18,309 ) $ (24,511 ) $ (3,845 ) $ (5,147 ) (223 ) (509 ) 1,208 1,083 281 (268 ) (7,538 ) 6,085 (6,816 ) — 296 238 — 216 22 55 $ (16,615 ) $ 1,753 $ (16,615 ) $ 1,753 — — $ (16,615 ) $ 1,753 $ 16,541 $ 18,067 237 2,331 6,346 4,217 440 736 108 196 53 156 1,124 1,336 581 649 Interest Expense limitations 1,530 — 440 156 1,771 2,364 4,763 4,387 3,653 3,653 — 5,394 37,587 43,642 (30,841 ) (38,379 ) $ 6,746 $ 5,263 $ (625 ) $ (1,159 ) (5,583 ) (3,785 ) (318 ) (279 ) (220 ) (284 ) (6,746 ) (5,507 ) $ — $ (244 ) $ 31,170 6,086 (364 ) 1,487 38,379 (7,534 ) 12 (16 ) $ 30,841 had lettersexpect no material adjustments. $2.8 million backedadditional taxes which may be payable upon the distribution of these earnings. However, because of the provisions in the Tax Reform Act, the tax cost of repatriation is immaterial and limited to foreign withholding taxes, currency translation and state taxes. cash collateral. No amounts were drawn against these lettersdividing the net loss by the weighted-average number of credit at common shares outstanding during the period. The two-class method is not used, because the calculation would be anti-dilutive. $ (1,694 ) $ (26,264 ) 496 496 (2,190 ) (26,760 ) 6,469 6,284 $ (0.34 ) $ (4.26 ) $ (0.34 ) $ (4.26 ) 2018. These letters2020 and 2019, respectively, the following shares have been excluded from the calculation of credit existshares used in the diluted EPS calculation: 32 thousand and 0.1 million shares of anti-dilutive market price options; 0.5 million and 0.2 million of anti-dilutive unvested shares; and 1.0 million and 1.0 million shares of anti-dilutive Series A Preferred Stock (as if converted). $ (46,584 ) $ 101 $ (46,483 ) — 652 652 (5,948 ) — (5,948 ) Adoption of ASU 2018-2 (11,355 ) — (11,355 ) (17,303 ) 652 (16,651 ) $ (63,887 ) $ 753 $ (63,134 ) — 2,180 2,180 (4,657 ) — (4,657 ) (4,657 ) 2,180 (2,477 ) $ (68,544 ) $ 2,933 $ (65,611 ) support insurance programs relating to workers’ compensation, automobile,the defined pension plans are included in the computation of net period pension benefit cost (see Note H, Employee Benefit Plans). general liability.there under;thereunder; accordingly, our actual aggregate maximum exposure related to these types of commitments cannot beis not reasonably estimated.estimable. Historically, we have not been obligated to make significant payments for obligations of this nature, and no liabilities have been recorded for these obligations in our consolidated financial statements.currently subject to various claims and legal proceedings in the ordinary course of conducting our businesses and, from time to time, we may become involved in additional claims and lawsuits incidental to our businesses. We routinely assess the likelihood of adverse judgments or outcomes to these matters, as well as ranges of probable losses; to the extent losses are reasonably estimable. Accruals are recorded for these matters to the extent that management concludes a loss is probable and the financial impact, should an adverse outcome occur, is reasonable estimable.after consultation with counsel, noneappropriate and adequate accruals for legal matters have been made, and management believes that the probability of these matters is currently considered to be reasonably possible of resulting in a material adverse effect on our consolidated financial position or results of operations.loss beyond the amounts accrued is remote. Nevertheless, we cannot predict the impact of future developments affecting our pending or future claims and lawsuits and any resolution of a claim or lawsuit within a particular fiscal quarter may adversely impact our results of operations for that quarter.lawsuits. We expense legal costs as incurred, and all recorded legal liabilities are adjusted as required as better information becomes available to us. The factors we consider when recording an accrual for contingencies include, among others: (i) the opinions and views of our legal counsel,counsel; (ii) our previous experience,experience; and (iii) the decision of our management as to how we intend to respond to the complaints.Note J — LeasesWe lease real estate and certain equipment under numerous lease agreements, most of which contain some renewal options. The total rent expense applicable to operating leases was $11.6 million and $13.1 million for the years ended December 31, 2018 and 2017.Step rent provisions and escalation clauses, normal tenant improvements, rent holidays, and other lease concessions are taken into account in computing minimum lease payments. We recognize the minimum lease payments on a straight-line basis over the minimum lease term.The future minimum rental commitments for all non-cancelable operating leases with terms in excess of one year as of December 31, 2018 are as follows:In thousands 2019 $ 9,645 2020 8,815 2021 7,425 2022 5,456 2023 2,349 Thereafter 1,328 Total $ 35,018 We also lease certain equipment and software under capital leases. Our capital lease obligations at year-end were as follows:In thousands 2018 2017 Current portion of capital leases $ 748 $ 506 Long-term portion of capital leases 676 486 Total capital lease obligation $ 1,424 $ 992 The future minimum lease payments for all capital leases operating as of December 31, 2018 are as follows:In thousands 2019 $ 748 2020 307 2021 131 2022 133 2023 104 Thereafter — Total $ 1,423 Note K — Earnings (Loss) Per ShareIn periods in which the company has net income, the company is required to calculate earnings (loss) per share ("EPS") using the two-class method. The two-class method is required because the company's preferred stock is considered a participating security with objectively determinable and non-discretionary dividend participation rights. Preferred stockholders have the right to participate in dividends above their five percent dividend rate should the company declare dividends on its Common Stock at a dividend rate higher than the five percent (on an as-converted basis). Under the two-class method, undistributed and distributed earnings are allocated on a pro-rata basis to the common and the preferred stockholders. The weighted-average number of common and preferred stock outstanding during the period is then used to calculate EPS for each class of shares.In periods in which the company has a net loss, basic loss per share is calculated using the treasury stock method. The treasury stock method is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period. The two-class method is not used, because the two-class calculation is anti-dilutive.Reconciliations of basic and diluted EPS are as follows: Year Ended December 31, In thousands, except per share amounts 2018 2017 Numerator: Net income (loss) $ 17,550 $ (41,860 ) Less: Preferred stock dividend 457 — Less: Earnings attributable to participating securities 2,202 — Numerator for basic EPS: income/(loss) attributable to common stockholders 14,891 $ (41,860 ) Effect of dilutive securities: Add back: Allocation of earnings to participating securities 2,202 — Less: Re-allocation of earnings to participating securities considering potentially dilutive securities (2,191 ) — Numerator for diluted EPS $ 14,902 $ (41,860 ) Denominator: Basic EPS denominator: weighted-average common shares outstanding 6,237 6,192 Effect of dilutive securities: Unvested shares 33 — Diluted EPS denominator 6,270 6,192 Basic earnings (loss) per common share $ 2.39 $ (6.76 ) Diluted earnings (loss) per common share $ 2.38 $ (6.76 ) For the purpose of calculating the shares used in the diluted EPS calculations, 0.2 million and 0.3 million anti-dilutive options have been excluded from the EPS calculations for the years ended December 31, 2018 and 2017. 0.1 million and 0.1 million anti-dilutive unvested shares were excluded from the calculation of shares used in the diluted EPS calculation for the years ended December 31, 2018 and 2017, respectively.Note L — Comprehensive Income (Loss)Comprehensive income (loss) for a period encompasses net income (loss) and all other changes in equity other than from transactions with our stockholders. Our comprehensive income (loss) was as follows: Year Ended December 31, In thousands 2018 2017 Net income (loss) $ 17,550 $ (41,860 ) Other comprehensive income (loss): Adjustment to pension liability (1,166 ) 2,597 Tax (expense) benefit — (1,038 ) Adjustment to pension liability, net of tax (1,166 ) 1,559 Foreign currency translation adjustment (1,014 ) 316 Total other comprehensive income (loss) $ (2,180 ) $ 1,875 Total comprehensive income (loss) $ 15,370 $ (39,985 ) Changes in accumulated other comprehensive income (loss) by component are as follows:In thousands Total Balance at December 31, 2016 $ (46,977 ) $ 799 $ (46,178 ) Other comprehensive loss, net of tax, before reclassifications — 316 316 Amounts reclassified from accumulated other comprehensive income (loss), net of tax 1,559 — 1,559 Net current period other comprehensive income (loss), net of tax 1,559 316 1,875 Balance at December 31, 2017 $ (45,418 ) $ 1,115 $ (44,303 ) Other comprehensive loss, net of tax, before reclassifications — (1,014 ) (1,014 ) Amounts reclassified from accumulated other comprehensive income (loss), net of tax (1,166 ) — (1,166 ) Net current period other comprehensive income (loss), net of tax (1,166 ) (1,014 ) (2,180 ) Balance at December 31, 2018 $ (46,584 ) $ 101 $ (46,483 ) Reclassification amounts related to the defined pension plans are included in the computation of net period pension benefit cost (see Note F, Employee Benefit Plans). — DispositionOn February 28, 2018, we completed the sale of 3Q Digital to an entity owned by certain former owners of the 3Q Digital business. Consideration for the sale included $5.0 million in cash proceeds, subject to certain working capital adjustments, and up to $5.0 million in additional consideration if the 3Q Digital business is sold again (provided certain value thresholds are met). The $35 million contingent consideration obligation that was related to our acquisition of 3Q Digital in 2015 was assigned to the buyer, therefore relieving us of the obligation. In addition, the identified intangible assets with definite lives for client relationships and non-compete agreements were written-off as a component of the gain on sale.The 3Q Digital business represented less than 10% of our total 2017 revenues. As a result of the sale, the company recognized a pre-tax gain of $31.0 million in the first quarter of 2018. The assets of 3Q Digital included net intangible assets and the liabilities (including contingent consideration) were removed from our balance sheet as a result of the disposition.The purchase agreement and subsequent amendment to the purchase agreement for the 2015 acquisition of 3Q Digital included a contingent consideration arrangement that would have required us to pay the former owners of 3Q Digital an additional cash payment depending on achievement of certain revenue growth goals. The potential undiscounted amount of all future payments that would have been required to be paid under the contingent consideration arrangement was $35.0 million in cash payable in 2019.A reconciliation of accrued balances of the contingent consideration using significant unobservable inputs (Level 3) is as follows:(in thousands) Fair Value Accrued contingent consideration liability as of December 31, 2017 $ 33,887 Accretion of interest 742 Disposition $ (34,629 ) Accrued earnout liability as of December 31, 2018 $ — Note N — Certain Relationships and Related Party Transactionshave conducted (and we continue to conduct) business with Wipro, LLC (“Wipro”), whereby Wipro providesprovided us with a variety of technology-related services, including database and software development, database support and analytics, IT infrastructure support, leased facilities and digital campaign management. Additionally, we also provide Wiproservices. We have since terminated all service agreements with agency services and consulting services.Wipro'sWipro’s option into 1,001,614 shares, or 16% of our Common Stock), for aggregate consideration of $9.9 million. For information pertaining to the Company’s preferred stock, See Note E, 2018,the years ended December 31, 2020, we recorded no revenue from services we provided to Wipro. During the year ended December 31, 2019, we recorded an immaterial amount of revenue for services we provided to Wipro.twelve monthsyear ended December 31, 2018 and 2017,2020, we recorded $12.3 million and $5.6immaterial amount of expenses for technology-related services Wipro provided to us. During the year ended December 31, 2019, we recorded $11.7 million of expense respectively, in technology-related services and lease expense for a facility Wipro provided to us.During the twelve months ended December 31, 2018, we capitalized $2.3 million of costs ($2.1 million of which was included in the asset impairment charge for the year ended December 31, 2018), for internally developed software services received from Wipro. These remaining capitalized costs are included in Other Assets on the Consolidated Balance Sheet as of December 31, 2018.2018 and 2017,2020, we had no trade payable due to Wipro. As of December 31, 2019, we had a trade payable due to Wipro of $5.0 million and $2.2 million, respectively.$1.5 million. As of December 31, 2018,2020 and 2019, we had an immaterial amount in trade receivables due from Wipro for services provided in 2017 but invoiced in 2018 and no trade receivables due from Wipro as of December 31, 2017.“Note C- Note F, Long-Term Debt"Debt, the Company’s Texas Capital Credit Facility is secured by HHS Guaranty, LLC, an entity formed to provide credit support for the Company by certain members of the Shelton family (descendants of one of our founders). Pursuant to the Amended and Restated Fee, Reimbursement and Indemnity Agreement, dated January 9, 2018, between HHS Guarantee.Guaranty, LLC and the Company, HHS Guarantee,Guaranty, LLC has the right to appoint one representative director to the Board of Directors.and is paid a fee to provide the guarantee. Currently, David L. Copeland serves as the HHS Guarantee,Guaranty, LLC representative on the BoardBoard.Directors.Direct Mail Assets and EquipmentSelected Quarterly Data (Unaudited) First Quarter Second Quarter Third Quarter Fourth Quarter In thousands, except per share amounts 2018 2017 2018 2017 2018 2017 2018 2017 Revenues $ 81,198 $ 94,894 $ 69,633 $ 94,722 $ 63,588 $ 94,424 $ 70,209 $ 99,866 Operating income (loss) (5,035 ) (6,342 ) (6,308 ) (1,791 ) (10,353 ) 950 (4,338 ) (33,682 ) Income (loss) before income taxes 23,849 (8,862 ) (7,318 ) (4,852 ) (11,421 ) (2,098 ) (5,673 ) (35,942 ) Net income (loss) $ 32,629 $ (7,386 ) $ (6,734 ) $ (2,653 ) $ (9,984 ) $ (2,480 ) $ 1,639 $ (29,341 ) Basic earnings (loss) per common share $ 5.24 $ (1.20 ) $ (1.10 ) $ (0.43 ) $ (1.62 ) $ (0.40 ) $ 0.21 $ (4.73 ) Diluted earnings (loss) per common share $ 4.67 $ (1.20 ) $ (1.10 ) $ (0.43 ) $ (1.62 ) $ (0.40 ) $ 0.21 $ (4.73 ) Earnings per common share amounts are computed independently forRestructuring Activitiesquarters presented. Therefore,Grand Prairie operations into a new 300,000 square foot facility in Kansas City in December of 2020. The new Kansas City location will be our primary facility in the sumMidwest. We have successfully reduced the footprint of our Customer Care business by reducing our Austin office location by approximately 50,000 square feet in addition to exiting and subleasing one of our Manila offices since the business is operating effectively in a work-from-home environment. $ — $ 4,036 — 3,101 (306 ) — 2,495 2,098 2,974 956 1,327 350 2,884 1,258 7,185 2,564 $ 9,374 $ 11,799 $ 1,491 $ 360 $ 70 $ 1,921 — 2,471 3,144 5,615 (1,491 ) (2,282 ) (3,210 ) (6,983 ) $ — $ 549 $ 4 $ 553 quarterly earnings per share amounts may not equalsegments are consistent with those described in the quarterly earnings per share amounts or the annual earnings per share amounts due to rounding.Note A, Overview and Significant Accounting Policies. $ 57,093 $ 58,668 $ 61,139 $ — $ — $ 176,900 $ 46,492 $ 48,298 $ 58,679 $ — $ 21,018 $ 174,487 $ — $ — $ — $ 9,374 $ — $ 9,374 $ 10,601 $ 10,370 $ 2,460 $ (9,374 ) $ (21,018 ) $ (6,961 ) $ 5,043 $ 3,483 $ 3,848 $ — $ (12,374 ) $ — $ 5,558 $ 6,887 $ (1,388 ) $ (9,374 ) $ (8,644 ) $ (6,961 ) Depreciation $ 603 $ 1,097 $ 1,300 $ — $ 615 $ 3,615 $ 4,955 $ 5,790 $ (2,688 ) $ (9,374 ) $ (9,259 ) $ (10,576 ) $ 66,158 $ 48,439 $ 102,980 $ — $ — $ 217,577 $ 54,152 $ 47,510 $ 95,608 $ — $ 24,775 $ 222,045 $ — $ — $ — $ 11,799 $ — $ 11,799 $ 12,006 $ 929 $ 7,372 $ (11,799 ) $ (24,775 ) $ (16,267 ) $ 6,609 $ 4,773 $ 5,943 $ — $ (17,325 ) $ — $ 5,397 $ (3,844 ) $ 1,429 $ (11,799 ) $ (7,450 ) $ (16,267 ) Depreciation $ 726 $ 941 $ 2,538 $ — $ 1,134 $ 5,339 $ 4,671 $ (4,785 ) $ (1,109 ) $ (11,799 ) $ (8,584 ) $ (21,606 ) 2.12.22.3 2.4 3(c) 3(d) Credit Agreements10.1(a) 10.1(b)3(d) 10.2(f) 10.2(n) Securities Purchase Agreement, dated January 23, 2018, by and between Harte Hanks, Inc. and Wipro, LLC (filed 2020 Equity Incentive Plan, dated as Exhibit 10.1of August 3, 2020 (incorporated by reference to Appendix A of the company's Form 8-K dated January 29, 2018)Company’s definitive proxy statement on Schedule 14A as filed with the Commission on May 22, 2020 (SEC File No. 001-07120)). 10.3 (c) 10.3 (d) 10.3(h)10.3(i)10.3(j)10.3(k) Timothy E. BreenAndrew Benett Timothy E. Breen 18, 201924, 2021 /s/ Timothy E. Breen/s/ Mark A. Del PrioreTimothy E. BreenMark A. Del PrioreDirector, PresidentExecutive 18, 201924, 2021 18, 201924, 2021 /s/ Laurilee KearnesJohn H. Griffin, Jr. Laurilee Kearnes , ChairmanVice President, Finance and Corporate Controller 18, 201924, 2021Date: March 18, 2019 18, 201924, 2021 18, 2019/s/ Maureen O'Connell/s/ John H. Griffin, Jr.Maureen O'Connell, DirectorJohn H. Griffin Jr., DirectorDate: March 18, 2019Date: March 18, 2019/s/ Melvin L. KeatingMelvin L. Keating, DirectorDate: March 18, 201924, 2021 73