U.S.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

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

For the quarterly period ended ~~June~~September 30, 2023

☐

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

For the transition period from to

Commission File Number: 001-07120

HARTE HANKS, INC.

(Exact name of registrant as specified in its charter)

Delaware	74-1677284
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

1 Executive Drive, Suite 303, Chelmsford, MA 01824

(Address of principal executive offices, including zip code)

(512) 434-1100

(Registrant’s telephone number including area code)

None

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

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

The number of shares outstanding of the issuer’s common stock as of ~~July~~October 15, ~~2023~~2023 wa~~s7,210,875~~ s 7,216,314 shares.

	*June 30,*			*December 31,*			*September 30,*			*December 31,*
In thousands, except per share and share amounts	*2023*			*2022*
In thousands, except shares and per share amounts							*2023*			*2022*
	(unaudited)			(audited)			(unaudited)			(audited)
ASSETS
Current assets
Cash and cash equivalents	$	13,364		$	10,364		$	13,288		$	10,364
Accounts receivable (less allowance for doubtful accounts of $215 and $163, respectively)		36,095			39,700
Accounts receivable (less allowance for doubtful accounts of $170 and $163, respectively)								33,303			39,700
Unbilled accounts receivable		8,235			7,893			10,350			7,893
Contract assets		259			309			433			309
Prepaid expenses		3,339			2,176			2,722			2,176
Prepaid income taxes and income tax receivable		1,468			4,262			1,221			4,262
Other current assets		1,190			1,607			878			1,607
Total current assets		63,950			66,311			62,195			66,311
Property, plant and equipment (less accumulated depreciation of $37,394 and $44,013, respectively)		9,734			10,523
Property, plant and equipment (less accumulated depreciation of $37,847 and $44,013, respectively)								9,279			10,523
Right-of-use assets		18,011			19,169			16,773			19,169
Other assets
Intangible assets, net		3,180			3,540			3,000			3,540
Goodwill		2,398			2,398			2,426			2,398
Deferred tax assets, net		15,944			16,306			15,816			16,306
Other long-term assets		1,443			1,737			1,323			1,737
Total other assets		22,965			23,981			22,565			23,981

Total assets	$	114,660		$	119,984		$	110,812		$	119,984

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	17,887		$	22,465		$	18,547		$	22,465
Accrued payroll and related expenses		5,572			6,679			4,944			6,679
Deferred revenue and customer advances		6,701			4,590			5,681			4,590
Customer postage and program deposits		1,663			1,223			1,445			1,223
Other current liabilities		2,680			2,862			2,652			2,862
Current portion of lease liabilities		5,903			5,747			5,446			5,747
Total current liabilities		40,406			43,566			38,715			43,566

Pension liabilities - Qualified plans		17,962			18,674			17,388			18,674
Pension liabilities - Nonqualified plan		18,730			19,098			18,510			19,098
Long-term lease liabilities, net of current portion		14,631			16,575			13,553			16,575
Other long-term liabilities		2,381			3,263			2,142			3,263
Total liabilities		94,110			101,176			90,308			101,176

Stockholders’ equity
Common stock, $1 par value, 25,000,000 shares authorized;12,221,484 shares issued, 7,201,071 and 7,702,614 shares outstanding at June 30, 2023 and December 31, 2022, respectively		12,221			12,221
Common stock, $1 par value, 25,000,000 shares authorized;12,221,484 shares issued, 7,216,314 and 7,402,614 shares outstanding at September 30, 2023 and December 31, 2022, respectively								12,221			12,221
Additional paid-in capital		187,386			218,411			160,213			218,411
Retained earnings		846,279			846,490			846,897			846,490
Less treasury stock, 5,020,413 shares at cost at June 30, 2023 and 4,818,870 shares at cost at December 31, 2022		(980,156	)		(1,010,012	)
Less treasury stock, 5,005,170 shares at cost at September 30, 2023 and 4,818,870 shares at cost at December 31, 2022								(953,591	)		(1,010,012	)
Accumulated other comprehensive loss		(45,180	)		(48,302	)		(45,236	)		(48,302	)
Total stockholders’ equity		20,550			18,808			20,504			18,808
Total liabilities and stockholders’ equity	$	114,660		$	119,984		$	110,812		$	119,984

Harte Hanks, Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income

Harte Hanks, Inc. and Subsidiaries Condensed Consolidated Statements of ~~Comprehensive Income~~Changes in Stockholders' Equity

Six Months Ended June 30,

In thousands, except per share amounts

2023

2022

Operating revenues
$ 94,882 $ 97,615
Operating expenses

Labor
51,131 51,027
Production and distribution
27,780 26,225
Advertising, selling, general and administrative
11,149 11,273
Depreciation expense
2,099 1,184
Total operating expenses
92,159 89,709
Operating income
2,723 7,906
Other income, net

Interest (income) expense, net
(151 ) 230
Other expense (income), net
3,377 (1,255 )
Total other expense (income), net
3,226 (1,025 )
(Loss) income before income taxes
(503 ) 8,931
Income tax (benefit) expense
(292 ) 1,125
Net (loss) income
(211 ) 7,806
Less: Preferred stock dividends
— 246
Less: Earnings attributable to participating securities
— 946
(Loss) income attributable to common stockholders
$ (211 ) $ 6,614

(Loss) income per common share

Basic
$ (0.03 ) $ 0.94
Diluted
$ (0.03 ) $ 0.91

Weighted-average shares used to compute income per share attributable to common shares

Basic
7,392 7,004
Diluted
7,392 7,338

Comprehensive income

Net (loss) income
$ (211 ) $ 7,806

Adjustment to pension liability
1,142 1,588
Foreign currency translation adjustment
1,980 (3,111 )
Total other comprehensive income (loss), net of tax
$ 3,122 $ (1,523 )

Comprehensive income
$ 2,911 $ 6,283

	Three Months ended September 30, 2023
													Accumulated
					*Additional*								*Other*			*Total*
	*Preferred*		*Common*		*Paid-in*			*Retained*		*Treasury*			*Comprehensive*			*Stockholders’*
In thousands	*Stock*		*Stock*		*Capital*			*Earnings*		*Stock*			*Loss*			*Equity*
Balance at June 30, 2023	$	-	$	12,221	$	187,386		$	846,279	$	(980,156	)	$	(45,180	)	$	20,550
Stock-based compensation		—		—		160			—		—			—			160
Vesting of RSUs		—		—		(27,333	)		—		27,055			—			(278	)
Repurchase of common stock		—		—		—			—		(490	)		—			(490	)
Net Income		—		—		—			618		—			—			618
Other comprehensive loss		—		—		—			—		—			(56	)		(56	)
Balance at September 30, 2023	$	-	$	12,221	$	160,213		$	846,897	$	(953,591	)	$	(45,236	)	$	20,504

	*Nine Months ended September 30, 2023*
													*Accumulated*
					*Additional*								*Other*			*Total*
	*Preferred*		*Common*		*Paid-in*			*Retained*		*Treasury*			*Comprehensive*			*Stockholders’*
In thousands	*Stock*		*Stock*		*Capital*			*Earnings*		*Stock*			*Loss*			*Equity*
Balance at December 31, 2022	$	-	$	12,221	$	218,411		$	846,490	$	(1,010,012	)	$	(48,302	)	$	18,808
Stock-based compensation		—		—		1,203			—		—			—			1,203
Vesting of RSUs		—		—		(59,401	)		—		58,791			—			(610	)
Repurchase of common stock		—		—		—			—		(2,370	)		—			(2,370	)
Net income		—		—		—			407		—			—			407
Other comprehensive income		—		—		—			—		—			3,066			3,066
Balance at September 30, 2023	$	-	$	12,221	$	160,213		$	846,897	$	(953,591	)	$	(45,236	)	$	20,504

	*Three Months ended September 30, 2022*
													*Accumulated*
					*Additional*								*Other*			*Total*
	*Preferred*		*Common*		*Paid-in*			*Retained*		*Treasury*			*Comprehensive*			*Stockholders’*
In thousands	*Stock*		*Stock*		*Capital*			*Earnings*		*Stock*			*Loss*			*Deficit*
Balance at June 30, 2022	$	9,723	$	12,121	$	272,727		$	818,900	$	(1,066,608	)	$	(54,851	)	$	(17,711	)
Stock-based compensation		—		—		927			—		—			—			927
Vesting of RSUs		—		—		(53,343	)		—		52,460			—			(883	)
Net income		—		—		—			7,166		—			—			7,166
Other comprehensive income		—		—		—			—		—			(2,288	)		(2,288	)
Balance at September 30, 2022	$	9,723	$	12,121	$	220,311		$	826,066	$	(1,014,148	)	$	(57,139	)	$	(12,789	)

	*Nine Months ended September 30, 2022*
													*Accumulated*
					*Additional*								*Other*			*Total*
	*Preferred*		*Common*		*Paid-in*			*Retained*		*Treasury*			*Comprehensive*			*Stockholders’*
In thousands	*Stock*		*Stock*		*Capital*			*Earnings*		*Stock*			*Loss*			*Deficit*
Balance at December 31, 2021	$	9,723	$	12,121	$	290,711		$	811,094	$	(1,085,313	)	$	(53,328	)	$	(24,715	)
Stock-based compensation		—		—		1,915			—		—			—			1,915
Vesting of RSUs		—		—		(72,315	)		—		71,165			—			(1,150	)
Net income		—		—		—			14,972		—			—			14,972
Other comprehensive income		—		—		—			—		—			(3,811	)		(3,811	)
Balance at September 30, 2022	$	9,723	$	12,121	$	220,311		$	826,066	$	(1,014,148	)	$	(57,139	)	$	(12,789	)

Harte Hanks, Inc. and Subsidiaries Condensed Consolidated Statements of ~~Changes in Stockholders' Equity~~Cash Flows

Accumulated

Additional

Other

Total

Preferred

Common

Paid-in

Retained

Treasury

Comprehensive

Stockholders’

In thousands

Stock

Stock

Capital

Earnings

Stock

Loss

Equity

Balance at December 31, 2022
$ - $ 12,221 $ 218,411 $ 846,490 $ (1,010,012 ) $ (48,302 ) $ 18,808
Stock-based compensation
— — 540 — — — 540
Vesting of RSUs
— — (21,538 ) — 21,326 — (212 )
Net loss
— — — (791 ) — — (791 )
Other comprehensive income
— — — — — 2,620 2,620
Balance at March 31, 2023
$ - $ 12,221 $ 197,413 $ 845,699 $ (988,686 ) $ (45,682 ) $ 20,965
Stock-based compensation
— — 502 — — — 502
Vesting of RSUs
— — (10,529 ) — 10,409 — (120 )
Repurchase of common stock
— — — — (1,879 ) — (1,879 )
Net Income
— — — 580 — — 580
Other comprehensive income
— — — — — 502 502
Balance at June 30, 2023
$ - $ 12,221 $ 187,386 $ 846,279 $ (980,156 ) $ (45,180 ) $ 20,550

Accumulated

Additional

Other

Total

Preferred

Common

Paid-in

Retained

Treasury

Comprehensive

Stockholders’

In thousands

Stock

Stock

Capital

Earnings

Stock

Loss

Deficit

Balance at December 31, 2021
$ 9,723 $ 12,121 $ 290,711 $ 811,094 $ (1,085,313 ) $ (53,328 ) $ (24,715 )
Stock-based compensation
— — 427 — — — 427
Vesting of RSUs
— — (12,706 ) — 12,572 — (134 )
Net income
— — — 3,345 — — 3,345
Other comprehensive income
— — — — — 506 506
Balance at March 31, 2022
$ 9,723 $ 12,121 $ 278,432 $ 814,439 $ (1,072,741 ) $ (52,822 ) $ (20,571 )
Exercise of Stock Options
— — (6,266 ) — 6,133 — (133 )
Stock-based compensation
— — 561 — — — 561
Net Income
— — — 4,461 — — 4,461
Other comprehensive loss
— — — — — (2,029 ) (2,029 )
Balance at June 30, 2022
$ 9,723 $ 12,121 $ 272,727 $ 818,900 $ (1,066,608 ) $ (54,851 ) $ (17,711 )

	*Nine Months Ended September 30,*
In thousands	*2023*				*2022*
Cash Flows from Operating Activities
Net Income	$	407			$	14,972
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		3,051				1,764
Stock-based compensation		1,203				1,776
Net pension cost (payment)		16				(775	)
Deferred income taxes		(453	)			—
Changes in assets and liabilities:
Accounts receivable and contract assets		3,816				(2,916	)
Prepaid expenses, income tax receivable and other current assets		4,106				2,496
Accounts payable and accrued expenses		(3,785	)			4,778
Deferred revenue and customer advances		1,091				3,101
Customer postage and program deposits		222				(1,912	)
Other accrued expenses and liabilities		(3,564	)			(1,032	)
Net cash provided by operating activities		6,110				22,252

Cash Flows from Investing Activities
Purchases of property, plant and equipment		(1,480	)			(5,743	)
Proceeds from sale of property, plant and equipment		3				57
Net cash used in investing activities		(1,477	)			(5,686	)

Cash Flows from Financing Activities
Repayment of borrowings		—				(5,000	)
Debt financing costs		(6	)			(123	)
Payment of finance leases		(144	)			(148	)
Repurchase of common stock		(2,370	)			—
Treasury stock activities		(610	)			(1,150	)
Net cash used in financing activities		(3,130	)			(6,421	)

Effect of exchange rate changes on cash, cash equivalents and restricted cash		1,421				(6,118	)

Net increase in cash and cash equivalents and restricted cash		2,924				4,027
Cash and cash equivalents and restricted cash at beginning of period		11,364				15,133
Cash and cash equivalents and restricted cash at end of period	$	14,288		(1)	$	19,160

Supplemental disclosures
Cash paid for interest	$	198			$	137
Cash (received) paid for income taxes, net	$	(3,369	)		$	828
Non-cash investing and financing activities
Purchases of property, plant and equipment included in accounts payable	$	1,935			$	2,385

(1) This amount is comprised of the below balances:
Cash and cash equivalents	$	13,288			$	6,907
Restricted cash		—				2,327
Cash held in Escrow account included in other assets (see Note L)		1,000				9,926
Cash and cash equivalents and restricted cash at end of period	$	14,288			$	19,160

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

Six Months Ended June 30,

In thousands

2023

2022

Cash Flows from Operating Activities

Net (loss) income
$ (211 ) $ 7,806
Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization expense
2,099 1,184
Stock-based compensation
1,042 850
Net pension cost (payment)
180 (365 )
Deferred income taxes
(326 ) —
Changes in assets and liabilities:

Accounts receivable and contract assets
3,313 (581 )
Prepaid expenses, income tax receivable and other current assets
2,710 526
Accounts payable and accrued expenses
(4,433 ) 1,510
Deferred revenue and customer advances
2,111 2,222
Customer postage and program deposits
440 (1,745 )
Other accrued expenses and liabilities
(2,338 ) (1,545 )
Net cash provided by operating activities
4,587 9,862

Cash Flows from Investing Activities

Purchases of property, plant and equipment
(1,256 ) (3,616 )
Proceeds from sale of property, plant and equipment
1 57
Net cash used in investing activities
(1,255 ) (3,559 )

Cash Flows from Financing Activities

Borrowings
— 5,000
Debt financing costs
(6 ) (123 )
Payment of finance leases
(95 ) (101 )
Repurchase of common stock
(1,879 ) —
Treasury stock activities
(332 ) (268 )
Net cash (used in) provided by financing activities
(2,312 ) 4,508

Effect of exchange rate changes on cash, cash equivalents and restricted cash
1,980 (3,111 )

Net increase in cash and cash equivalents and restricted cash
3,000 7,700
Cash and cash equivalents and restricted cash at beginning of period
11,364 15,133
Cash and cash equivalents and restricted cash at end of period
$ 14,364
(1)
$ 22,833

Supplemental disclosures

Cash paid for interest
$ 164 $ 186
Cash (received) paid for income taxes, net
$ (4,668 ) $ 478
Non-cash investing and financing activities

Purchases of property, plant and equipment included in accounts payable
$ 2,009 $ 2,576

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

Cash and cash equivalents
$ 13,364 $ 10,570
Restricted cash
— 2,337
Cash held in Escrow account included in other current assets (see Note L)
1,000 9,926
Cash and cash equivalents and restricted cash at end of period
$ 14,364 $ 22,833

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

The Company operates 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. Our CEO reviews our operating results on an aggregate basis for purposes of allocating resources and evaluating financial performance by using the three financial measures: revenue, operating income and operating income plus depreciation and amortization (EBITDA).

Our unaudited interim condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 10-K”).

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

The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 8-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S.GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The prior period amounts in Labor, Production and Distribution, Advertising, Selling, General and Administrative expenses in the condensed consolidated Statements of Comprehensive Income, have been reclassified to conform to the current period's presentation. The most notable change is the reclassification of the ~~$2.8~~$3.8 million of lease expense from Production and Distribution expense to Advertising, Selling, General and Administrative expense.

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

Operating Expense Presentation in Condensed Consolidated Statements of Comprehensive Income

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

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

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

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

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

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

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 long-term debt. The fair value of the assets in our funded pension plan is discussed in Note H, Employee Benefit Plans.

We determine if an arrangement is a lease at its inception. Operating and finance leases are included in the lease right-of-use (“ROU”) assets and in the current portion and long-term portion of lease liabilities on our condensed consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of each lease based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date of each lease to determine the present value of lease payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives. Our lease terms may include options to extend or terminate the lease, which are included in the lease ROU assets when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain real estate leases, we account for the lease and non-lease components as a single lease component.

In October 2021, the Financial Accounting Standards Board (FASB) issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Liabilities from Contracts with Customers.” This ASU requires an acquiring entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The ASU is effective for fiscal years and interim periods beginning after December 15, 2022.

The Company adopted this standard on January 1, 2023 on a prospective basis. The adoption of this new standard did not have a material impact on the Company's financial statements.

Under Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers ("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. This standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This standard also includes criteria for the capitalization and amortization of certain contract acquisition and fulfillment costs.

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

Consistent with GAAP, we present sales taxes assessed on revenue-producing transactions on a net basis.

We disaggregate revenue by three key revenue streams which are aligned with our business segments. The nature of the services offered by each key revenue stream is different. The following table summarizes revenue from contracts with customers for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 by our three business segments and the pattern of revenue recognition:

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 (“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 SSP based on the price at which the performance obligation is sold separately. Although uncommon, if the SSP is not observable through past transactions, we estimate the SSP 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:

Our Marketing Services segment delivers strategic planning, data strategy, performance analytics, creative development and 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, 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.

Most marketing services performance obligations are satisfied over time and often offered on a per project basis. We have concluded that the best approach to 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 depending upon whether costs or labor hours more accurately depict the transfer of value to the customer.

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 database 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 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”) solutions to host data for customers and have concluded that these solutions 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., labor hour) or output method (i.e., number of customer records) to measure the progress toward completion depending on the nature of the services provided. Some of our other data-related services do not meet the over-time criteria and are therefore, recognized at a point-in-time, typically upon the delivery of a specific deliverable.

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, e.g., per thousand customer records processed. Because the quantity of transactions is unknown at the onset of a contract, our transaction price is variable, and we use the expected value method to estimate the transaction price. The uncertainty associated with the variable consideration typically resolves within a short period of time since the duration of these contracts is generally less than two months.

We operate tele-service workstations in the United States, 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 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 as the total transaction quantities to be provided are unknown at the onset of a contract, and are estimated using the expected value method.

Our services, delivered internally and with our partners, include printing, lettershop, advanced mail optimization (including commingling services), logistics and transportation optimization, monitoring and tracking, to support traditional and specialized mailings. Our print and fulfillment centers in Massachusetts and Kansas provide custom kitting services, print on demand, product recall support, trade marketing fulfillment, ecommerce product fulfillment, sampling programs, and freight optimization, thereby allowing our customers to efficiently and effectively distribute literature and other marketing materials.

Most 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 on a per transaction basis and our contracts allow us to invoice for services provided and reflect the value to the customer of the services provided 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. Prior to the closure of our direct mail production facilities, our direct mail business contracts may have 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.

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. 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. These upfront non-refundable fees are recognized over the period of benefit which is generally consistent with estimated 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 was immaterial as of ~~June~~September 30, 2023 and December 31, 2022.

We have elected to apply certain optional exemptions that limit the disclosure requirements over remaining performance obligations at period end to exclude the 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. As of ~~June~~September 30, 2023, we had no transaction prices allocated to unsatisfied or partially satisfied performance obligations.

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 customer’s final acceptance of custom database solution or delivery of final marketing strategy 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 ~~June~~September 30, 2023 and December 31, 2022:

Revenue recognized during the ~~six~~nine months ended ~~June~~September 30, 2023 from amounts included in deferred revenue at the beginning of the period was approximately ~~$3.5~~$3.9 million. Revenue recognized during the ~~six~~nine months ended ~~June~~September 30, 2022 from amounts included in deferred revenue at the beginning of the period was approximately ~~$2.5~~$2.9 million.

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 costs and if the benefit is longer than one year. These costs are amortized to operating expense over the expected period of the benefit in a manner that is consistent with the transfer of the related goods or services to which the asset relates. We impair the asset when recoverability is not anticipated. 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 ~~$0.5~~$0.6 million and $1.0 million as of ~~June~~September 30, 2023 and December 31, 2022, respectively. For the periods presented, no impairment was recognized.

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 lease). Our leases have remaining lease terms of one to eight years, some of which may include options to extend the leases for up to an additional five years.

We subleased our Fullerton (CA), Jacksonville (FL) and Uxbridge (UK) facilities. The lease and sublease for Fullerton (CA) facility expired in April 2023, the lease and sublease for Uxbridge (UK) facility will expire in October 2023 and the lease and sublease for Jacksonville (FL) facility will expire at the end of July 2024.

As of ~~June~~September 30, 2023, assets recorded under finance and operating leases were approximately $0.5 million and ~~$17.5~~$16.3 million, respectively, and accumulated amortization associated with finance leases was $1.0 million. As of December 31, 2022, assets recorded under finance and operating leases were approximately $0.6 million and $18.6 million, respectively, and accumulated amortization associated with finance leases was $1.0 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 utilize 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. Since none of our leases has a readily determinable implicit interest rate, we use our incremental borrowing rate under our Texas Capital Bank Revolver Facility as the discount rate. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.

There was no impairment of leases during the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022.

The following table presents supplemental balance sheet information related to our financing and operating leases:

For the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, the components of lease expense were as follows:

The maturities of the Company’s finance and operating lease liabilities as of ~~June~~September 30, 2023 are as follows:

(1) Non-cancelable sublease proceeds for the remainder of the fiscal year ending December 31, 2023 and the fiscal year ending December 31, 2024 of ~~$0.3~~$0.2 million and $0.4 million, respectively, are not included in the table above.

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, LLC d/b/a Wipro US Branch IT Services (“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 29, 2018. We incurred $0.2 million of transaction fees in connection with the issuance of the Series A Preferred Stock which were netted against the gross proceeds of $9.9 million on our Condensed Consolidated Financial Statements.

On June 30, 2022, the Company entered into a share repurchase agreement (the “Repurchase Agreement”) with Wipro, pursuant to which the Company agreed to repurchase all 9,926 shares of the Company’s Series A Preferred Stock then outstanding in exchange for (i) a cash payment equal to their liquidation value, or total cash payment of $9,926,000 and (ii) 100,000 shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”). The cash portion of the repurchase price was paid into escrow at the signing of the Repurchase Agreement on June 30, 2022 and held in escrow until the closing of the repurchase on December 2, 2022.

On March 20, 2023, the Company cancelled all shares of Series A Preferred Stock pursuant to the Certificate of Elimination filed with the Secretary of State of Delaware.

On May 2, 2023, the Board of Directors of Harte Hanks approved a share repurchase program to maximize shareholder value with authorization to repurchase $6.5 million of the Company’s Common Stock. In the three and ninemonths ended ~~June~~September 30, 2023, we repurchased ~~0.3~~0.1 and 0.4 million shares of common stock for ~~$1.9 million.~~

As of ~~June~~September 30, 2023 and December 31, 2022, we had no outstanding borrowings under the ~~New~~ Credit Facility (as defined below).

As of ~~June~~September 30, 2023 and December 31, 2022, we had letters of credit outstanding in the amount of $0.8 million. No amounts were drawn against these letters of credit at ~~June~~September 30, 2023. These letters of credit exist to support insurance programs relating to worker’s compensation, automobile, and general liability.

As of ~~June~~September 30, 2023, we had the ability to borrow $24.2 million under the New Credit Facility.

On December 21, 2021, the Company entered into a ~~new~~ three-year, $25.0 million asset-based revolving credit facility (the ~~"New Credit~~"Credit Facility") with Texas Capital Bank. The Company’s obligations under the ~~New~~ Credit Facility are guaranteed on a joint and several basis by the Company’s material subsidiaries (the “Guarantors”). The ~~New~~ Credit Facility is secured by substantially all of the assets of the Company and the Guarantors pursuant to a Pledge and Security Agreement, dated as of December 21, 2021, among the Company, Texas Capital Bank and the other grantors party thereto (the "Security Agreement").

The ~~New~~ Credit Facility is subject to certain covenants restricting the Company's and its subsidiaries' ability to create, incur, assume or become liable for indebtedness; make certain investments; pay dividends or repurchase the Company's stock; create, incur or assume liens; consummate mergers or acquisitions; liquidate, dissolve, suspend or cease operations; or modify accounting or tax reporting methods (other than as required by U.S. GAAP). The Company was in compliance with all of the requirements as of ~~June~~September 30, 2023.

The loans under the ~~New~~ Credit Facility accrue interest at a variable rate equal to the Bloomberg Short-Term Bank Yield Index Rate plus a margin of 2.25% per annum. The interest rate was 76.62%~~.81%~~ as of ~~June~~September 30, 2023. The outstanding amounts advanced under the ~~New~~ Credit Facility are due and payable in full on December 21, 2024. Unused commitment balances ~~accrued~~accrue fees at a rate of 0.25%.

In connection with entering into the New Credit Facility, the Company and Texas Capital Bank terminated the Old Texas Capital Credit Facility. Prior to termination of the Old Texas Capital Credit Facility, the Company used cash on hand to pay down $12.1 million outstanding under the Old Texas Capital Credit Facility and the remaining $5.0 million of loans outstanding under the Old Texas Capital Credit Facility were deemed to be outstanding under the New Credit Facility. Unlike the Old Texas Capital Credit Facility, Texas Capital Bank did ~~not~~ ~~require the New Credit Facility to be guaranteed by HHS.~~

Cash payments for interest were ~~$29~~$34 thousand and ~~$97~~$52 thousand for the three months ended ~~June~~September 30, 2023 and 2022, respectively. Cash payments for interest were ~~$167~~$198 thousand and ~~$196~~$137 thousand for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively.

We maintain 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 cash and are treated as the current liability, which are adjusted each reporting period based on changes in our stock price.

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 Condensed Consolidated Statements of Comprehensive Income. We recognized ~~$0.5~~$0.2 million and ~~$0.6~~$0.9 million of stock-based compensation expense during the three months ended ~~June~~September 30, 2023 and 2022, respectively. We recognized ~~$1.0~~$1.2 million and ~~$0.8~~$1.8 million of stock-based compensation expense during the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively.

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.

In January 2023, the Board of Directors of the Company approved the termination of the Qualified Pension Plan I. The termination process will take approximately 18 months to complete and will result in the transfer of our obligations pursuant to this pension plan to a third-party provider.

The overfunded or underfunded status of our defined benefit post-retirement plans is recorded as an asset or liability on our balance sheets. 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 in the Consolidated Statements of 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.

Based on current estimates, we will be required to make a $1.6 million contribution to the combined qualified Pension Plan in 2023. We made ~~$0.6~~$1.2 million of such $1.6 million aggregate contribution in the ~~six~~nine months ended ~~June~~September 30, 2023.

We are not required to make, and do not intend to make, any contributions to our Restoration Pension Plan in 2023 other than to the extent needed to cover benefit payments. We made benefit payments under this supplemental plan of ~~$0.9~~$1.4 million and $1.3 million in the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022., respectively.

The income tax provision was ~~$0.2~~$1.9 million and ~~$0.7~~$1.2 million for the three months ended ~~June~~September 30, 2023 and 2022, respectively. The provision for income taxes resulted in an effective income tax rate of ~~29.3%~~75.6% for the three months ended ~~June~~September 30, 2023 and ~~13.1%~~14.5% for the three months ended ~~June~~September 30, 2022.

The income tax ~~benefit~~provision was ~~$0.3~~$1.6 million and ~~income tax provision was $1.1~~$2.3 million for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively. The provision for income taxes resulted in an effective income tax rate of ~~58.1%~~79.9% for the ~~six~~nine months ended ~~June~~September 30, 2023 and ~~12.6%~~13.5% for the ~~six~~nine months ended ~~June~~September 30, 2022.

~~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. As of~~ ~~December 31, 2020,~~ ~~the Company filed federal net operating loss carryback claims resulting in an income tax refund for $6.4 million and $3.2 million for tax years~~ ~~2019~~ ~~and~~ ~~2018,~~ ~~respectively. As of~~ ~~June 30, 2023~~~~, the Company has received the tax refunds~~ ~~from the carryback of the losses.~~

WeHarte Hanks, 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 tax years prior to 2017. For U.S. federal and foreign returns, we are no longer subject to tax examinations for tax years prior to 2017.

We have elected to classify any interest expense and penalties related to income taxes within income tax expense in our Condensed Consolidated Statements of Comprehensive Income. We did not have a significant amount of interest or penalties accrued at ~~June~~September 30, 2023 or December 31, 2022.

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 December 2022, we repurchased all 9,926 shares of the Company’s Series A Preferred Stock then outstanding.

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 calculation would be anti-dilutive.

For the three months ended ~~June~~September 30, 2023 and 2022, respectively, the following shares have been excluded from the calculation of shares used in the diluted EPS calculation: 7132~~,428~~,193 and ~~13,063~~12,694 shares of anti-dilutive market price options; ~~45,338~~58,869 and 0 of anti-dilutive unvested restricted shares; and 0 and 1,001,614 shares of anti-dilutive Series A Preferred Stock (as if converted).

For the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively, the following shares have been excluded from the calculation of shares used in the diluted EPS calculation: 8~~,668~~,098 and ~~15,074~~13,602 shares of anti-dilutive market price options; ~~45,906~~40,389 and ~~76,925~~16,849 of anti-dilutive unvested restricted shares; and 0 and 1,001,614 shares of anti-dilutive Series A Preferred Stock (as if converted).

Comprehensive Income for a period encompasses net income (loss) and all other changes in equity other than from transactions with our stockholders.

Reclassification amounts related to the defined pension plans are included in the computation of net periodic pension benefit cost (see Note H, Employee Benefit Plans).

On December 1, 2022 (the “Closing Date”), we purchased substantially all of the assets (the “Transaction”) of Inside Out Solutions, LLC, a Florida limited liability company (“InsideOut”), for an aggregate purchase price of approximately $7.5 million (the “Purchase Price”) pursuant to an asset purchase agreement, dated as of December 1, 2022 by and between Harte Hanks and InsideOut (the “Asset Purchase Agreement”).

InsideOut is a premium sales enablement agency offering technology and data driven support to technology, media telecommunications, business services, industrial, and financial technology customers in the North American and European markets with its headquarters in St. Petersburg, Florida.

The acquisition of InsideOut further expands our capabilities within our marketing services and customer care segments and strengthens our ability to drive profitable revenue growth within our current sales enablement offerings, including: (i) demand generation which creates qualified marketing leads for our clients, and (ii) inside sales offerings to further promote a client’s internal growth objectives. In addition, the owner and CEO of InsideOut entered into a two-year consulting agreement with the Company, which will ensure consistency in our delivery of these sales enablement offerings, post-closing.

Pursuant to the Asset Purchase Agreement, $5.75 million of the Purchase Price was paid in cash at closing, $1.0 million in cash was placed in escrow to satisfy indemnification obligations, if any, and separately, to satisfy earn-outs related to future revenue performance. In addition, $0.75 million of the Purchase Price was paid at closing in shares of Common Stock issued in a private placement. The share amount was based on the volume weighted closing price over the fifteen trading days ending on November 28, 2022. The $1.0 million of cash in the escrow account is included in other current assets in our balance sheet as of ~~June~~September 30, 2023 and December 31, 2022.

The Purchase Price iswas subject to a post-closing net working capital true-up 180-days after the Closing Date if net working capital is not between $1.3 million and $1.6 million. The true up was immaterial.

The acquisition was accounted for under the acquisition method of accounting with the Company treated as the acquiring entity. Accordingly, the consideration paid by the Company to complete the acquisition has been recorded to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of the acquisition. The carrying values for current assets and liabilities were deemed to approximate their fair values due to the short-term nature of these assets and liabilities. The following table shows the amounts recorded as of their acquisition date.

We recognized $3.6 million of intangible assets and $2.4 million of goodwill associated with this acquisition. The amount of goodwill recorded reflects expected earning potential and synergies with our Customer Care segment. We are amortizing the intangible assets on a straight-line basis over its useful life of five years. The amortization expense for the three and ~~six~~nine months ended ~~June~~September 30, 2023 were $180 thousand and ~~$360~~$540 thousand, respectively. A summary of the Company’s intangible asset as of ~~June~~September 30, 2023 is as follows:

Estimated future amortization expense related to intangible assets as of ~~June~~September 30, 2023 is as follows:

The Company's result of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2023 includes revenue of ~~$2.3~~$2.2 million and ~~$5.1~~$7.3 million, respectively, and net earnings of $0.1 million and ~~0.6~~0.7 million, respectively, from the InsideOut operation.

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 ~~thereunder; accordingly, our actual aggregate maximum exposure related to these types of commitments is~~ ~~not~~ ~~reasonably estimable.~~thereunder. 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 condensed consolidated financial statements.

We are also 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.

In the opinion of management, appropriate and adequate accruals for legal matters have been made, and management believes that the probability of a material loss beyond the amounts accrued is remote. Nevertheless, we cannot predict the impact of future developments affecting our pending or future claims and 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; (ii) our previous experience; and (iii) the decision of our management as to how we intend to respond to the complaints.

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 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 our 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 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 segments are consistent with those described in the Note A, Overview and Significant Accounting Policies.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 and Section 21E of the Exchange Act. Forward-looking statements will also be included from time to time 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 actions designed to respond to market conditions and improve our performance, (2) 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, (3) 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, (4) competitive factors, (5) acquisition and development plans, (6) expectations regarding legal proceedings and other contingent liabilities, and (7) 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 of their investments. A discussion of some of these risks, uncertainties, assumptions, and other factors can be found in our filings with the SEC, including the factors discussed under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 10-K”), ~~Part~~“Part II - Item 1A. Risk Factors” in this Quarterly Report, and in our other reports filed or furnished with the SEC. 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.

The following MD&A is intended to enable the reader to understand the results of operations and financial condition of Harte Hanks, including any material changes in the Company’s financial condition and results of operations since December 31, 2022, and as compared with the three and ~~six~~nine months ended ~~June~~September 30, 2022. This section is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and the accompanying notes included herein as well as our 2022 10-K. Our 2022 10-K contains a discussion of other matters not included herein, such as disclosures regarding critical accounting policies and estimates, and contractual obligations. See Note A, Overview and Significant Accounting Policies, in the Notes to Condensed Consolidated Financial Statements for further information.

Harte Hanks, Inc. is a leading global customer experience company operating in three business segments: Marketing Services, Customer Care, and Fulfillment & Logistics Services. Our mission is to partner with clients to provide them with a robust customer-experience, or CX, strategy, data-driven analytics and actionable insights combined with seamless program execution to better understand, attract, and engage 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.

We are affected by the general, national, and international economic, geopolitical 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 other expenses. 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 our clients, among other factors. Due to the ~~COVID-19 pandemic,~~ recent increases in inflation and interest rates throughout the globe, and other geopolitical uncertainties, including but not limited to the ongoing war between Russia and Ukraine and conflict in the Middle East, there is continued uncertainty and significant disruption in the global economy and financial markets. We remain committed to making the investments necessary to execute our multichannel strategy while also continuing to adjust our cost structure to appropriately reflect our operations and outlook. .

Management is closely monitoring inflation and wage pressure in the market, and the potential impact to our business. While inflation has not had a material impact to our business, it is possible a material increase in inflation could have an impact on our clients, and in turn, in our business.

Effective as of June 19, 2023, our Board of Directors appointed media-industry veteran Kirk Davis to serve as our Chief Executive Officer (“CEO”)and nominated Mr. Davis to the Board of Directors, to serve until our 2024 annual meeting of stockholders and until his successor is elected or qualified, or until his earlier death, resignation or removal. Mr. Davis has decades of media and marketing expertise, most recently served as CEO of legacy publishing company Metro Corp. and previously served as CEO of GateHouse Media, which was the second-largest regional publishing company in the United States before merging with Gannett in 2019.

Effective as of October 23, 2023, our Board of Directors appointed David Garrison to serve as our interim Chief Financial Officer (“CFO”). Mr. Garrison brings 20 years of public company CFO experience, with particular expertise in cost containment, streamlining operations, and enterprise resource implementation. Mr. Garrison most recently served as the CFO of Digital Lumens Incorporated, a smart lighting fixture and factory automation technology company, and previously served as CFO of Sensera, Inc., an Australian listed medical and smart technology company.

To improve our strategic posture in terms of go-to-market approach and cost structure, we have begun the process of combining our Marketing Services and Customer Care segment into a single segment called Customer Experience. We expect the revised segment structure to be complete by the end of 2023.

On May 2, 2023, the Board of Directors of Harte Hanks approved a share repurchase program to maximize shareholder value with authorization to repurchase $6.5 million of the Company’s Common Stock. In the three months and nine months ended ~~June~~September 30, 2023, we repurchased ~~0.3~~0.1 million and 0.4 million shares of common stock for ~~$1.9 million.~~$0.5 million and $2.4 million, respectively. After giving effect to these repurchases, we have remaining authority of $4.1 million to repurchase shares remaining under the program.

On December 1, 2022, we purchased substantially all of the assets (the “Transaction”) of Inside Out Solutions, LLC, a Florida limited liability company (“InsideOut”), for an aggregate purchase price of approximately $7.5 million (the “Purchase Price”) pursuant to an asset purchase agreement, dated as of December 1, 2022 by and between Harte Hanks and InsideOut (the “Asset Purchase Agreement”).

The acquisition of InsideOut further expands our customer experience capabilities within our Marketing Services and Customer Care segments and strengthens our ability to drive profitable revenue growth within our current sales enablement offerings, including: (i) demand generation which creates qualified marketing leads for our clients, and (ii) inside sales offerings to further promote a client’s internal growth objectives. In addition, the owner and CEO of InsideOut entered into a two-year consulting agreement with us, which will ensure consistency in our delivery of these sales enablement offerings, post-closing.

Three months ended ~~June~~September 30, 2023 vs. Three months ended ~~June~~September 30, 2022

Revenues decreased ~~$0.8~~$6.8 million, or ~~1.6%~~12.6%, in the three months ended ~~June~~September 30, 2023, compared to the three months ended ~~June~~September 30, 2022. Revenue in our Customer Care segment ~~increased $1.8~~decreased $3.4 million, or ~~11.9%~~19.4%, to ~~$17.2~~$14.0 million, and revenue in our Marketing Services segment decreased ~~$2.5~~$2.4 million, or ~~18.8%~~18.6%, to ~~$10.9~~$10.6 million. Revenue in our Fulfillment & Logistics Services segment decreased ~~slightly by $0.1~~$1.0 million, or 4.1%, to $22.5 million.

~~Six~~Nine months ended ~~June~~September 30, 2023 vs. ~~Six~~Nine months ended ~~June~~September 30, 2022

Revenues decreased ~~$2.7~~$9.5 million, or ~~2.8%~~6.3%, in the ~~six~~nine months ended ~~June~~September 30, 2023, compared to the ~~six~~nine months ended ~~June~~September 30, 2022. Revenue in our Marketing Services segment decreased $6.6 million, or 16.9%, to $32.8 million, and revenue in our Customer Care segment decreased $4.9 million, or 9.7%, to $45.6 million. Revenue in our Fulfillment & Logistics Services segment increased ~~$3.0~~$2.0 million, or ~~7.8%~~3.3%, to ~~$41.1~~$63.6 million, which partially offset the below decrease. Revenue in our Marketing Services segment decreased $4.2 million, or 16.0%, to $22.2 million, and revenue in our Customer Care segment decreased $1.5 million, or 4.5%, to $31.6 million.above decreases.

Three months ended ~~June~~September 30, 2023 vs. Three months ended ~~June~~September 30, 2022

Operating expenses were ~~$46.1~~$44.2 million in the three months ended ~~June~~September 30, 2023, a ~~slight increase~~decrease of ~~$1.6~~$5.9 million, or ~~3.5%~~11.8%, compared to ~~$44.5~~$50.1 million in the three months ended ~~June~~September 30, 2022.

Labor expense ~~increased $1.6~~decreased $4.4 million, or ~~6.2%~~16.2%, in the three months ended ~~June~~September 30, 2023, compared to the three months ended ~~June~~September 30, 2022 primarily ~~due to increased severance expense paid~~due to the ~~prior CEO and as a result of a~~ reduction in ~~force~~workforce in our Customer Care and Marketing Services ~~segment. Production~~segment as well as lower stock compensation expense. Advertising, Selling, General and ~~distribution~~Administrative expenses decreased ~~$0.2~~$1.0 million, or ~~1.3%~~17.6%, in the three months ended ~~June~~September 30, 2023, compared to three months ended September 30, 2022 primarily due to reduced software licensing fees and lower professional fees. Production and Distribution expenses decreased $0.8 million, or 4.9%, in the three months ended September 30, 2023, compared to the three months ended ~~June~~September 30, 2022, primarily due to lower ~~brokered costs~~transportation services cost associated with the lower ~~brokered~~Fulfillment & Logistics segment revenue as compared to the prior year quarter. Advertising, Selling, General and Administrative expenses decreased $0.3 million, or 5.2%, in the three months ended June 30, 2023, compared to three months ended June 30, 2022 primarily due to lower professional fees.

The largest components of our operating expenses are labor, transportation expenses and outsourced costs. Each of these costs is, at least in part, variable and tends to fluctuate in line with revenues and the demand for our services. Transportation rates have increased over the last few years due to demand and supply fluctuations within the transportation industry. Future changes in transportation expenses will continue to impact our total production costs and total operating expenses, and in turn our margins, and may have an impact on future demand for our supply chain management services.

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

~~Six~~Nine months ended ~~June~~September 30, 2023 vs. ~~Six~~Nine months ended ~~June~~September 30, 2022

Operating expenses were ~~$92.2~~$136.4 million in the ~~six~~nine months ended ~~June~~September 30, 2023, ~~an increase~~a decrease of ~~$2.5~~$3.4 million, or ~~2.7%~~2.5%, compared to ~~$89.7~~$139.8 million in the ~~six~~nine months ended ~~June~~September 30, 2022.

~~Production and distribution expenses increased $1.6~~Labor expense decreased $4.3 million, or ~~5.9%~~5.5%, in the ~~six~~nine months ended ~~June~~September 30, 2023, compared to the nine months ended September 30, 2022 primarily due to the reduction in workforce in our Customer Care and Marketing Services segment from lower revenue which was partially offset by higher severance expense. Advertising, Selling, General and Administrative expenses decreased $1.2 million, or 6.8%, in the nine months ended September 30, 2023, compared to ~~the six~~nine months ended ~~June~~September 30, 2022 ~~primarily~~ primarily due to reduced software licensing fees. Production and Distribution expenses increased $0.8 million, or 1.8%, in the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, due to the change in revenue mix resulting in higher transportation costs in our Fulfillment & Logistics Services segment, which was partially offset by lower brokered costs due to lower brokered revenue as compared to the prior year quarter. Advertising, Selling, General and Administrative expenses decreased $0.1 million, or 1.1%, in the six months ended June 30, 2023, compared to six months ended June 30, 2022 primarily due to lower professional fees. Labor expense increased $0.1 million, or 0.2%, in the six months ended June 30, 2023, compared to the six months ended June 30, 2022 primarily due to higher severance expense.segment.

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

Three months ended ~~June~~September 30, 2023 vs. Three months ended ~~June~~September 30, 2022

Interest expense, net, in the three months ended ~~June~~September 30, 2023 was ~~$59k~~$1k as compared to ~~interest expense, net of $95k~~$84k for the three months ended ~~June~~September 30, 2022. The ~~$36k~~$83k decrease ~~in interest expense is~~was primarily due to the lower debt level.

~~Six~~Nine months ended ~~June~~September 30, 2023 vs. ~~Six~~Nine months ended ~~June~~September 30, 2022

Interest income, net, in the ~~six~~nine months ended ~~June~~September 30, 2023 was ~~$151k~~$150k as compared to the interest expense, net of ~~$230k~~$313k for the ~~six~~nine months ended ~~June~~September 30, 2022. The ~~$381k increase in interest income is~~$463k improvement was primarily ~~due to~~driven by the interest income we received from the IRS related to our tax refund claims during the first quarter of 2023.

Three months ended ~~June~~September 30, 2023 vs. Three months ended ~~June~~September 30, 2022

Other expense (income), net, for the three months ended ~~June~~September 30, 2023 was ~~$0.8~~$0.4 million of expense compared to ~~$1.2~~$4.7 of other income, net, in the prior year quarter . The $5.1 million increase in other expense, net was mainly associated with changes in foreign currency gain and ~~loss.~~loss account.

~~Six~~Nine months ended ~~June~~September 30, 2023 vs. ~~Six~~Nine months ended ~~June~~September 30, 2022

Other expense, net, for the ~~six~~nine months ended ~~June~~September 30, 2023 was ~~$3.4~~$3.8 million of expense compared to ~~$1.3~~$6.0 million of other income, net, in the prior year quarter . The $9.7 million increase in other expense, net was mainly associated with changes in foreign currency gain and ~~loss.~~loss account.

Three months ended ~~June~~September 30, 2023vs. Three months ended ~~June~~September 30, 2022

The income tax provision of ~~$0.2~~$1.9 million in the ~~second~~third quarter of 2023 represents ~~a decrease~~an increase in income tax provision of ~~$0.4~~$0.7 million when compared to the ~~second~~third quarter of 2022. Our effective tax rate was ~~29.3%~~75.6% for the ~~second~~third quarter of 2023, an increase of ~~16.2%~~61.1% from the effective tax rate of 14.5% for the ~~second~~third quarter of 2022. The effective tax rate differs from the federal statutory rate of 21.0%, primarily due to the change in valuation allowance, U.S. state income taxes and income earned in foreign jurisdictions.

~~Six~~Nine months ended ~~June~~September 30, 2023 vs. ~~Six~~Nine months ended ~~June~~September 30, 2022

The income tax ~~benefit~~provision of ~~$0.3~~$1.6 million in the ~~six~~nine months ended ~~June~~September 30, 2023 represents a decrease in income tax provision of ~~$1.4~~$0.7 million when compared to the ~~six~~nine months ended ~~June~~September 30, 2022. Our effective tax rate was ~~58.1%~~79.9% for the ~~six~~nine months ended ~~June~~September 30, 2023, an increase of ~~45.5%~~66.4% from the effective tax rate of 13.5% for the ~~six~~nine months ended ~~June~~September 30, 2022. The effective tax rate differs from the federal statutory rate of 21.0%, primarily due to the change in valuation allowance, U.S. state income taxes and income earned in foreign jurisdictions.

The following is a discussion and analysis of the results of our reporting segments for the three months ended ~~June~~September 30, 2023 and 2022. 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 N, Segment Reporting, in the Notes to Condensed Consolidated Financial Statements.

Three months ended ~~June~~September 30, 2023vs. Three months ended ~~June~~September 30, 2022

Marketing Services segment revenue decreased ~~$2.5~~$2.4 million, or ~~18.8%~~18.6%, due to a decrease ~~in direct mail~~of service volume from existing customers. Operating income for the three months ended ~~June~~September 30, 2023 decreased ~~$0.5~~$0.4 million from the prior year quarter due to the reduced revenue.

~~Six~~Nine months ended ~~June~~September 30, 2023 vs. ~~Six~~Nine months ended ~~June~~September 30, 2022

Marketing Services segment revenue decreased ~~$4.2~~$6.6 million, or ~~16.0%~~16.9%, due to a decrease in direct mail service volume from existing customers. Operating income for the ~~six~~nine months ended ~~June~~September 30, 2023 decreased ~~$0.7~~$1.0 million from the prior year quarter due to the lower revenue.

Three months ended ~~June~~September 30, 2023vs. Three months ended ~~June 30, 2022~~

~~Customer Care segment revenue increased $1.8 million, or 11.9%, primarily due~~ ~~to increased project work and revenue associated with InsideOut, which was acquired in December 2022. Operating Income was $2.6 million for the three months ended~~ ~~June 30, 2023, compared to operating income of $2.3 million for the three months ended June 30, 2022. The $0.3 million increase was driven by the higher revenue.~~

Customer Care segment revenue decreased ~~$1.5~~$3.4 million, or ~~4.5%~~19.4%, primarily due to decreased project work which was partially offset by $2.2M revenue associated with InsideOut acquired in December 2022. Operating Income was $1.7 million for the three months ended September 30, 2023, compared to operating income of $2.8 million for the three months ended September 30, 2022. The $1.1 million decrease was related to the lower revenue.

Customer Care segment revenue decreased $4.9 million, or 9.7%, primarily due to the decrease in both non-recurring pandemic-related projects and a large non-recurring recall project in 2022 which was partially offset by ~~$5.1~~$7.3 million revenue from InsideOut. Operating Income was ~~$4.2~~$6.0 million for the ~~six~~nine months ended ~~June~~September 30, 2023, compared to operating income of ~~$5.5~~$8.3 million for the ~~six~~nine months ended ~~June~~September 30, 2022. The ~~$1.3~~$2.3 million decrease was due to lower ~~revenue which was partially offset by cost reduction efforts.~~revenue.

Three months ended ~~June~~September 30, 2023vs. Three months ended ~~June~~September 30, 2022

Fulfillment & Logistics Services segment revenue decreased by ~~$0.1 million.~~$1.0 million due to declined volume from the existing customers. Operating income ~~was $1.7~~stayed flat at $2.6 million for the three months ended ~~June~~September 30, 2023 ~~compared to $3.0 million for the three~~and 2022.

Nine months ended ~~June 30, 2022. The $1.3 million decrease in operating income was primarily due to the change in revenue mix and higher transportation costs associated with higher logistics revenue.~~

~~Six months ended June~~September 30, 2023 vs. ~~Six~~Nine months ended ~~June~~September 30, 2022

Fulfillment & Logistics Services segment revenue increased ~~$3.0~~$2.0 million, or ~~7.8%~~3.3%, primarily driven by the increase in work from existing customers. Operating income was ~~$3.6~~$6.3 million for the ~~six~~nine months ended ~~June~~September 30, 2023 compared to ~~$5.2~~$7.8 million for the ~~six~~nine months ended ~~June~~September 30, 2022. The $1.5 million decrease in operating income was primarily due to the change in revenue mix and higher transportation costs associated with higher logistics revenue.

Our cash and cash equivalent balances were ~~$13.4~~$13.3 million and $10.4 million at ~~June~~September 30, 2023 and December 31, 2022, respectively. As of ~~June~~September 30, 2023, we had the ability to borrow an additional $24.2 million under our ~~New~~ Credit Facility. The cash deposited in an escrow account to satisfy our contingent payment obligations in connection with the acquisition of InsideOut is not included in our cash and cash equivalent or restricted cash balances as of ~~June~~September 30, 2023.

~~During 2020, we received an aggregate of $9.6 million in tax refunds related to our net operating loss ("NOL") and capital loss carryback for the 2013-2018 tax years.~~ We received $2.5 million in tax refunds in 2022 and received an additional tax refund of $5.3 million in March 2023, 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 available under our ~~New~~ Credit Facility. Our cash is primarily used for general corporate purposes, working capital requirements, and capital expenditures. ~~We expect to incur approximately~~ ~~$3 million to $4~~ ~~million of capital expenditures in 2023 mainly to fund our new ERP system and Kansas City facility expansion.~~

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, finance and operating leases and unfunded pension plan benefit payments) and other cash needs for our operations in ~~both~~ the short term and ~~medium term~~beyond through a combination of cash on hand, cash flow from operations, and borrowings under the ~~New~~ Credit Facility. Although the Company believes that it will be able to meet its cash needs for the short term and ~~medium term,~~beyond, if unforeseen circumstances arise the company may need to seek alternative sources of liquidity.

Net cash provided by the operating activities for the ~~six~~nine months ended ~~June~~September 30, 2023 was ~~$4.6~~$6.1 million, compared to net cash provided by operating activities of ~~$9.9~~$22.3 million for the ~~six~~nine months ended ~~June~~September 30, 2022. The ~~$5.3~~$16.1 million year-over-year decrease in cash provided by operating activities was primarily driven by lower net income of ~~$8.0~~$14.6 million and the ~~$5.9~~$11.1 million decrease in accounts payable, ~~and~~ accrued expenses and other liabilities, which was partially offset by a ~~$3.9~~$6.7 million decrease in accounts receivable and contract assets, and a ~~$1.2~~$1.6 million decrease in prepaid and other current assets ~~as well as a $2.1 million increase in customer postage and program deposits~~ in the ~~six~~nine months ended ~~June~~September 30, 2023 as compared to the same period in 2022.

Net cash used in investing activities was ~~$1.3~~$1.5 million for the ~~six~~nine months ended ~~June~~September 30, 2023, compared to ~~$3.6~~$5.7 million for the ~~six~~nine months ended ~~June~~September 30, 2022. The ~~$2.3~~$4.2 million year-over-year decrease in cash used in investing activities was primarily due to the ~~$2.4~~$4.3 million less cash used to purchase property, plant and equipment (mainly for our new ERP system) in the ~~six~~nine months ended ~~June~~September 30, 2023 as compared to 2022.

Net cash used in financing activities was ~~$2.3~~$3.1 million for the ~~six~~nine months ended ~~June~~September 30, 2023, as compared to ~~$4.5~~$6.4 million of net cash ~~provided by~~used in financing activities for the ~~six~~nine months ended ~~June~~September 30, 2022. The $3.3 million decrease was primarily related to the ~~additional borrowing of $5.0 million under our New Credit Facility in the six months ended June 30, 2022 and the $1.9~~$2.4 million used to repurchase our common stock in the ~~six~~nine months ended ~~June~~September 30, ~~2023.~~ 2023 as compared to the paydown of the $5.0 million borrowing under our Credit Facility in the nine months ended September 30, 2022.

Consolidated foreign holdings of cash as of ~~June~~September 30, 2023 and 2022 were ~~$4.5~~$4.0 million and ~~$1.7~~$1.8 million, respectively.

On December 21, 2021, the Company entered into a ~~new~~ three-year, $25.0 million asset-based revolving credit facility with Texas Capital Bank. The Company’s obligations under the ~~New~~ Credit Facility are guaranteed on a joint and several basis by the Company’s material subsidiaries (the “Guarantors”). The ~~New~~ Credit Facility is secured by substantially all of the assets of the Company and the Guarantors pursuant to a Pledge and Security Agreement, dated as of December 21, 2021, among the Company, TCB and the other grantors party thereto (the "Security Agreement").

The ~~New~~ Credit Facility provides for loans up to the lesser of (a) $25.0 million, and (b) the amount available under a "borrowing base" calculated primarily by reference to the Company's cash and cash equivalents and accounts receivables. The ~~New~~ Credit Facility allows the Company to use up to $3.0 million of its borrowing capacity to issue letters of credit.

The loans under the ~~New~~ Credit Facility accrue interest at a variable rate equal to the Bloomberg Short-Term Bank Yield Index Rate plus a margin of 2.25% per annum. The outstanding amounts advanced under the ~~New~~ Credit Facility are due and payable in full on December 21, 2024.

The Company may voluntarily prepay all or any portion of the loans advanced under the ~~New~~ Credit Facility at any time, without premium or penalty. The ~~New~~ Credit Facility is subject to mandatory prepayments (i) from the net proceeds of asset dispositions not otherwise permitted under the ~~New~~ Credit Facility; (ii) if the unpaid principal balance under the ~~New~~ Credit Facility plus the aggregate face amount of all outstanding letters of credit exceeds the borrowing base; (iii) in an amount equal to 50% of the net proceeds of issuances of capital stock (subject to customary exceptions); or (iv) in an amount equal to the net proceeds from any issuance of debt not otherwise permitted under the ~~New~~ Credit Facility.

The ~~New~~ Credit Facility contains certain covenants restricting the Company's and its subsidiaries' ability to create, incur, assume or become liable for indebtedness; make certain investments; pay dividends or repurchase the Company's stock; create, incur or assume liens; consummate mergers or acquisitions; liquidate, dissolve, suspend or cease operations; or modify accounting or tax reporting methods (other than as required by U.S. GAAP).

In connection with entering into the New Credit Facility, the Company and Texas Capital Bank terminated the old Texas Capital Credit Facility. Prior to termination of the old Texas Capital Credit Facility, the Company used cash on hand to pay down $8.1 million outstanding and the remaining $5.0 million of loans outstanding were deemed to be outstanding under the New Credit Facility. Texas Capital Bank did not require the New Credit Facility to be guaranteed 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 the Company's founders) or any other third-party credit support.

As of ~~June~~September 30, 2023 and December 31, 2022, we had ~~$0 million of~~no borrowings outstanding under the ~~New~~ Credit Facility. At each of ~~June~~September 30, 2023 and December 31, 2022, we had letters of credit in the amount of $0.8 million outstanding. No amounts were drawn against these letters of credit at ~~June~~September 30, 2023 and December 31, 2022. 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 activities at ~~June~~September 30, 2023 and December 31, 2022.

As of ~~June~~September 30, 2023, we had the ability to borrow an additional $24.2 million under the ~~New~~ Credit Facility.

~~On April 20, 2020, the Company received loan proceeds in the amount of $10.0 million under the Small Business Administration ("SBA") PPP Term Note.~~

On June 10, 2021, we received notice that the entire amount of our PPP Loan was forgiven by the SBA because we used the proceeds from the loan as contemplated under the CARES Act. We recorded the $10.0 million of debt extinguishment as "Gain from extinguishment of debt (Paycheck Protection Program Term Note)" in the Condensed Consolidated Statements of Comprehensive Income (Loss).

We did not pay any dividends in three and nine months ended ~~June~~September 30, 2023 and 2022. We currently intend to retain any future earnings and do not expect to pay cash dividends on our common 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.

On May 2, 2023, the Board of Directors of Harte Hanks approved a share repurchase program to maximize shareholder value with authorization to repurchase $6.5 million of the Company’s Common Stock. In the three and nine months ended ~~June~~September 30, 2023, we ~~repurchased 0.3~~repurchased 0.1 million and 0.4 million shares of common stock for ~~$1.9 million.~~$0.5 million and $2.4 million, respectively.

We consider such factors as total cash and cash equivalents and restricted cash, current assets, current liabilities, total debt, revenues, operating income, 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. We believe that there are no conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern for the twelve months following the issuance of the Consolidated Financial Statements.

Critical accounting estimates are defined as those that, in our judgment, are most important to the portrayal of our Company’s financial condition and results of operations and which require complex or subjective judgments or estimates. Actual results could differ materially from those estimates under different assumptions and conditions. Refer to the 2022 10-K for a discussion of our critical accounting estimates.

Our Significant Accounting policies are described in Note A, Overview and Significant Accounting Policies, in the Notes to Condensed Consolidated Financial Statements.

See Recent Accounting Pronouncements under Note B of the Notes to Condensed Consolidated Financial Statements for a discussion of certain accounting standards that have been recently issued.

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 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 Chief Executive Officer ("CEO") and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.

Our management, including our CEO and CFO, 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 ~~June~~September 30, 2023, the end of the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, our CEO and CFO concluded that the design and operation of these disclosure controls and procedures were effective, at the “reasonable assurance” level, to ensure information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

There were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Information regarding legal proceedings is set forth in Note M, Litigation and Contingencies, in the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2022 10-K, which could materially affect our business, financial condition, or future results. The risks described in our 2022 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results. There have been no material changes during the three months ended ~~June~~September 30, 2023 to the risk factors previously disclosed in the 2022 10-K.

We did not sell any unregistered equity securities during the quarter ended ~~June~~September 30, 2023.

The following table provides information with respect to purchases by the Company of shares of our Common Stock during the quarter ended ~~June~~September 30, 2023:

(1) In May 2023, the Board of Directors of Harte Hanks approved a share repurchase program to maximize shareholder value with authorization to repurchase $6.5 million of the Company’s Common Stock. After giving effect to these repurchases, we have remaining authority of $4.1 million to repurchase shares remaining under the program.

**Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

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

		Page

Part I.	Financial Information

Item 1.	Condensed Consolidated Financial Statements

	Condensed Consolidated Balance Sheets — ~~June~~September 30, 2023 (Unaudited) and December 31, 2022 (Audited)	3

	Condensed Consolidated Statements of Comprehensive Income — Three and ~~Six~~Nine months ended ~~June~~September 30, 2023 and 2022 (Unaudited)	4

	Condensed Consolidated Statements of Changes in Stockholders’ Equity— Three and ~~Six~~Nine months ended ~~June~~September 30, 2023 and 2022 (Unaudited)	65

	Condensed Consolidated Statements of Cash Flows — ~~Six~~Nine months ended ~~June~~September 30, 2023 and 2022 (Unaudited)	76

	Notes to Condensed Consolidated Financial Statements (Unaudited)	87

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2520

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3126

Item 4.	Controls and Procedures	3126

Part II.	Other Information

Item 1.	Legal Proceedings	3227

Item 1A.	Risk Factors	3227

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3227

Item 3.	Defaults Upon Senior Securities	3227

Item 4.	Mine Safety Disclosure	3227

Item 5.	Other Information	3227

Item 6.	Exhibits	3328

	*Three Months Ended June 30,*					*Three Months Ended September 30,*						*Nine Months Ended September 30,*
In thousands, except per share amounts	*2023*		*2022*			*2023*			*2022*			*2023*			*2022*
Revenue	$	47,762	$	48,553		$	47,119		$	53,886		$	142,001		$	151,500
Operating expenses
Labor		26,666		25,109			22,953			27,389			74,084			78,415
Production and distribution		13,328		13,507			15,378			16,175			43,158			42,400
Advertising, selling, general and administrative		5,065		5,340			4,922			5,970			16,071			17,243
Depreciation and amortization expense		1,033		586			952			579			3,051			1,764
Total operating expenses		46,092		44,542			44,205			50,113			136,364			139,822
Operating income		1,670		4,011			2,914			3,773			5,637			11,678

Other expense (income), net
Interest expense, net		59		95			1			84			(150	)		313
Other expense (income), net		791		(1,216	)		383			(4,696	)		3,760			(5,951	)
Total other expense (income), net		850		(1,121	)		384			(4,612	)		3,610			(5,638	)
Income before income taxes		820		5,132			2,530			8,385			2,027			17,316
Income tax expense		240		671			1,912			1,219			1,620			2,344
Net income		580		4,461			618			7,166			407			14,972
Less: Preferred Stock dividends		—		124			—			125			—			371
Less: Earnings attributable to participating securities		—		542			—			868			—			1,817
Net income attributable to common stockholders	$	580	$	3,795		$	618		$	6,173		$	407		$	12,784

Earnings per common share
Basic	$	0.08	$	0.54		$	0.09		$	0.87		$	0.06		$	1.81
Diluted	$	0.08	$	0.52		$	0.08		$	0.83		$	0.05		$	1.73

Weighted average shares used to compute income per share attributable to common shares
Basic		7,358		7,017			7,239			7,125			7,340			7,045
Diluted		7,505		7,388			7,314			7,524			7,509			7,418

Comprehensive income, net of tax:
Net income	$	580	$	4,461		$	618		$	7,166		$	407		$	14,972

Adjustment to pension liability, net		402		578			503			719			1,421			2,307
Foreign currency translation adjustment		100		(2,607	)		(559	)		(3,007	)		1,645			(6,118	)
Total other comprehensive income (loss), net of tax	$	502	$	(2,029	)
Total other comprehensive (loss) income, net of tax						$	(56	)	$	(2,288	)	$	3,066		$	(3,811	)

Comprehensive income	$	1,082	$	2,432		$	562		$	4,878		$	3,473		$	11,161

	*Three Months Ended June 30, 2023*						*Three Months Ended September 30, 2023*
In thousands	Revenue for performance obligations recognized over time		Revenue for performance obligations recognized at a point in time		Total		Revenue for performance obligations recognized over time		Revenue for performance obligations recognized at a point in time		Total
Marketing Services	$	10,035	$	886	$	10,921	$	9,272	$	1,319	$	10,591
Customer Care		17,211		0		17,211		13,998		—		13,998
Fulfillment and Logistics Services		15,997		3,633		19,630		18,625		3,905		22,530
Total Revenues	$	43,243	$	4,519	$	47,762	$	41,895	$	5,224	$	47,119

	*Three Months Ended June 30, 2022*						*Three Months Ended September 30, 2022*
In thousands	Revenue for performance obligations recognized over time		Revenue for performance obligations recognized at a point in time		Total		Revenue for performance obligations recognized over time		Revenue for performance obligations recognized at a point in time		Total
Marketing Services	$	10,610	$	2,840	$	13,450	$	10,984	$	2,032	$	13,016
Customer Care		15,382		—		15,382		17,375		—		17,375
Fulfillment and Logistics Services		17,203		2,518		19,721		21,398		2,097		23,495
Total Revenues	$	43,195	$	5,358	$	48,553	$	49,757	$	4,129	$	53,886

	*Six Months Ended June 30, 2023*						*Nine Months Ended September 30, 2023*
In thousands	Revenue for performance obligations recognized over time		Revenue for performance obligations recognized at a point in time		Total		Revenue for performance obligations recognized over time		Revenue for performance obligations recognized at a point in time		Total
Marketing Services	$	20,186	$	1,974	$	22,160	$	29,321	$	3,430	$	32,751
Customer Care		31,627		—		31,627		45,625		—		45,625
Fulfillment and Logistics Services		33,420		7,675		41,095		52,044		11,581		63,625
Total Revenues	$	85,233	$	9,649	$	94,882	$	126,990	$	15,011	$	142,001

	*Six Months Ended June 30,*
In thousands, except per share amounts	*2023*			*2022*
Operating revenues	$	94,882		$	97,615
Operating expenses
Labor		51,131			51,027
Production and distribution		27,780			26,225
Advertising, selling, general and administrative		11,149			11,273
Depreciation expense		2,099			1,184
Total operating expenses		92,159			89,709
Operating income		2,723			7,906
Other income, net
Interest (income) expense, net		(151	)		230
Other expense (income), net		3,377			(1,255	)
Total other expense (income), net		3,226			(1,025	)
(Loss) income before income taxes		(503	)		8,931
Income tax (benefit) expense		(292	)		1,125
Net (loss) income		(211	)		7,806
Less: Preferred stock dividends		—			246
Less: Earnings attributable to participating securities		—			946
(Loss) income attributable to common stockholders	$	(211	)	$	6,614

(Loss) income per common share
Basic	$	(0.03	)	$	0.94
Diluted	$	(0.03	)	$	0.91

Weighted-average shares used to compute income per share attributable to common shares
Basic		7,392			7,004
Diluted		7,392			7,338

Comprehensive income
Net (loss) income	$	(211	)	$	7,806

Adjustment to pension liability		1,142			1,588
Foreign currency translation adjustment		1,980			(3,111	)
Total other comprehensive income (loss), net of tax	$	3,122		$	(1,523	)

Comprehensive income	$	2,911		$	6,283

	*Six Months Ended June 30, 2022*						*Nine Months Ended September 30, 2022*
In thousands	Revenue for performance obligations recognized over time		Revenue for performance obligations recognized at a point in time		Total		Revenue for performance obligations recognized over time		Revenue for performance obligations recognized at a point in time		Total
Marketing Services	$	21,491	$	4,883	$	26,374	$	32,474	$	6,915	$	39,389
Customer Care		33,123		—		33,123		50,499		—		50,499
Fulfillment and Logistics Services		32,095		6,023		38,118		53,489		8,123		61,612
Total Revenues	$	86,709	$	10,906	$	97,615	$	136,462	$	15,038	$	151,500

In thousands	*June 30, 2023*		*December 31, 2022*		*September 30, 2023*		*December 31, 2022*
Contract assets		259		309		433		309
Deferred revenue and customer advances		6,701		4,590		5,681		4,590
Deferred revenue, included in other long-term liabilities		363		432		321		432

In thousands	*As of June 30, 2023*						*As of September 30, 2023*
	Operating Leases		Finance Leases		*Total*		Operating Leases		Finance Leases		*Total*
Right-of-use Assets	$	17,491	$	520	$	18,011	$	16,289	$	484	$	16,773

Liabilities
Current portion of lease liabilities		5,810		93		5,903		5,388		58		5,446
Long-term lease liabilities		14,602		29		14,631		13,538		15		13,553
Total Lease Liabilities	$	20,412	$	122	$	20,534	$	18,926	$	73	$	18,999

In thousands	*As of December 31, 2022*
	Operating Leases		Finance Leases		*Total*
Right-of-use Assets	$	18,574	$	595	$	19,169

Liabilities
Short-term lease liabilities		5,587		160		5,747
Long-term lease liabilities		16,523		52		16,575
Total Lease Liabilities	$	22,110	$	212	$	22,322

In thousands	*Operating Leases (1)*		*Finance Leases*		Operating Leases ⁽¹)		*Finance Leases*
Year Ending December 31,
Remainder of 2023	$	3,228	$	68	$	1,600	$	18
2024		5,297		50		5,286		50
2025		2,885		8		2,873		8
2026		2,374		1		2,373		—
2027		2,291		—		2,291		—
2027 and beyond		6,229		—		6,217		—
Total future minimum lease payments		22,304		127		20,640		76
Less: imputed interest		1,892		5		1,714		3
Total lease liabilities	$	20,412	$	122	$	18,926	$	73

	*Defined Benefit*			*Foreign Currency*						*Defined Benefit*			*Foreign Currency*
In thousands	*Pension Items*			*Items*			*Total*			*Pension Items*			*Items*			*Total*
Balance at December 31, 2022	$	(44,120	)	$	(4,182	)	$	(48,302	)	$	(44,120	)	$	(4,182	)	$	(48,302)
Other comprehensive income, net of tax, before reclassifications		—			1,980			1,980			—			1,421			1,421
Amounts reclassified from accumulated other comprehensive income, net of tax, to other, net, on the condensed consolidated statements of comprehensive income		1,142			—			1,142			1,645			—			1,645
Net current period other comprehensive income, net of tax		1,142			1,980			3,122			1,645			1,421			3,066
Balance at June 30, 2023	$	(42,978	)	$	(2,202	)	$	(45,180	)
Balance at September 30, 2023										$	(42,475	)	$	(2,761	)	$	(45,236)

In thousands	*Amount*
Accounts receivable	$	1,445
Prepaid expenses		148
Property, plant and equipment		177
Total assets acquired		1,770
Less: Current liabilities assumed		(761	)
Net assets acquired	$	1,009

Three Months ended June 30, 2023	*Marketing Services*		*Customer Care*		*Fulfillment and Logistics Services*		*Unallocated Corporate*			*Total*
Three Months ended September 30, 2023												*Marketing Services*		*Customer Care*		*Fulfillment and Logistics Services*		*Unallocated Corporate*			*Total*
					(In thousands)								(In thousands)
Revenues	$	10,921	$	17,211	$	19,630	$	—		$	47,762	$	10,591	$	13,998	$	22,530	$	—		$	47,119
Segment Operating Expense	$	8,835	$	13,541	$	16,931	$	5,752		$	45,059	$	8,370	$	11,339	$	18,995	$	4,549		$	43,253
Contribution margin (loss)	$	2,086	$	3,670	$	2,699	$	(5,752	)	$	2,703	$	2,221	$	2,659	$	3,535	$	(4,549	)	$	3,866
Shared Services	$	766	$	720	$	765	$	(2,251	)	$	—	$	706	$	668	$	680	$	(2,054	)	$	—
EBITDA	$	1,320	$	2,950	$	1,934	$	(3,501	)	$	2,703	$	1,515	$	1,991	$	2,855	$	(2,495	)	$	3,866
Depreciation and amortization	$	47	$	371	$	241	$	374		$	1,033	$	71	$	253	$	249	$	379		$	952
Operating income (loss)	$	1,273	$	2,579	$	1,693	$	(3,875	)	$	1,670	$	1,444	$	1,738	$	2,606	$	(2,874	)	$	2,914

Three Months ended June 30, 2022	*Marketing Services*		*Customer Care*		*Fulfillment and Logistics Services*		*Unallocated Corporate*			*Total*
Three Months ended September 30, 2022												*Marketing Services*		*Customer Care*		*Fulfillment and Logistics Services*		*Unallocated Corporate*			*Total*
					(In thousands)								(In thousands)
Revenues	$	13,450	$	15,382	$	19,721	$	—		$	48,553	$	13,016	$	17,375	$	23,495	$	—		$	53,886
Segment Operating Expense	$	10,584	$	12,212	$	15,770	$	5,390		$	43,956	$	9,970	$	13,661	$	19,865	$	6,038		$	49,534
Contribution margin (loss)	$	2,866	$	3,170	$	3,951	$	(5,390	)	$	4,597	$	3,046	$	3,714	$	3,630	$	(6,038	)	$	4,352
Shared Services	$	1,052	$	677	$	779	$	(2,508	)	$	—	$	1,125	$	743	$	853	$	(2,721	)	$	—
EBITDA	$	1,814	$	2,493	$	3,172	$	(2,882	)	$	4,597	$	1,921	$	2,971	$	2,777	$	(3,317	)	$	4,352
Depreciation and amortization	$	89	$	201	$	202	$	94		$	586	$	98	$	206	$	176	$	99		$	579
Operating income (loss)	$	1,725	$	2,292	$	2,970	$	(2,976	)	$	4,011	$	1,823	$	2,765	$	2,601	$	(3,416	)	$	3,773

Six Months ended June 30, 2023	*Marketing Services*		*Customer Care*		*Fulfillment and Logistics Services*		*Unallocated Corporate*			*Total*
Nine Months ended September 30, 2023												*Marketing Services*		*Customer Care*		*Fulfillment and Logistics Services*		*Unallocated Corporate*			*Total*
					(In thousands)											(In thousands)
Revenues	$	22,160	$	31,627	$	41,095	$	—		$	94,882	$	32,751	$	45,625	$	63,625	$	—		$	142,001
Segment Operating Expense	$	18,094	$	25,195	$	35,440	$	11,331		$	90,060	$	26,464	$	36,534	$	54,435	$	15,880		$	133,313
Contribution margin	$	4,066	$	6,432	$	5,655	$	(11,331	)	$	4,822	$	6,287	$	9,091	$	9,190	$	(15,880	)	$	8,688
Shared Services	$	1,555	$	1,434	$	1,523	$	(4,512	)	$	—	$	2,261	$	2,102	$	2,203	$	(6,566	)	$	—
EBITDA	$	2,511	$	4,998	$	4,132	$	(6,819	)	$	4,822	$	4,026	$	6,989	$	6,987	$	(9,314	)	$	8,688
Depreciation and amortization	$	96	$	771	$	487	$	745		$	2,099	$	167	$	1,024	$	736	$	1,124		$	3,051
Operating income (loss)	$	2,415	$	4,227	$	3,645	$	(7,564	)	$	2,723	$	3,859	$	5,965	$	6,251	$	(10,438	)	$	5,637

Six Months ended June 30, 2022	*Marketing Services*		*Customer Care*		*Fulfillment and Logistics Services (1)*		*Unallocated Corporate*			*Total*
Nine Months ended September 30, 2022												*Marketing Services*		*Customer Care*		Fulfillment and Logistics Services ⁽¹⁾		*Unallocated Corporate*			*Total*
					(In thousands)											(In thousands)
Revenues	$	26,374	$	33,123	$	38,118	$	—		$	97,615	$	39,389	$	50,499	$	61,612	$	—		$	151,500
Segment Operating Expense	$	20,934	$	25,773	$	30,929	$	10,889		$	88,525	$	30,903	$	39,434	$	50,795	$	16,926		$	138,058
Contribution margin	$	5,440	$	7,350	$	7,189	$	(10,889	)	$	9,090	$	8,486	$	11,065	$	10,817	$	(16,926	)	$	13,442
Shared Services	$	2,165	$	1,395	$	1,630	$	(5,190	)	$	—	$	3,290	$	2,139	$	2,483	$	(7,912	)	$	—
EBITDA	$	3,275	$	5,955	$	5,559	$	(5,699	)	$	9,090	$	5,196	$	8,926	$	8,334	$	(9,014	)	$	13,442
Depreciation and amortization	$	191	$	403	$	404	$	186		$	1,184	$	288	$	609	$	581	$	286		$	1,764
Operating income (loss)	$	3,084	$	5,552	$	5,155	$	(5,885	)	$	7,906	$	4,908	$	8,317	$	7,753	$	(9,300	)	$	11,678

	Three Months Ended June 30,									Six Months Ended June 30,									Three Months Ended September 30,									Nine Months Ended September 30,
In thousands, except percentages	2023			2022			% Change			2023			2022			% Change			2023			2022			% Change			2023			2022			% Change
Revenues	$	47,762		$	48,553			(1.6	)%	$	94,882		$	97,615			(2.8	)%	$	47,119		$	53,886			(12.6	)%	$	142,001		$	151,500			(6.3	)%
Operating expenses		46,092			44,542			3.5	%		92,159			89,709			2.7	%		44,205			50,113			(11.8	)%		136,364			139,822			(2.5	)%
Operating income	$	1,670		$	4,011			(58.4	)%	$	2,723		$	7,906			(65.6	)%	$	2,914		$	3,773			(22.8	)%	$	5,637		$	11,678			(51.7	)%

Operating margin		3.5	%		8.3	%					2.9	%		8.1	%					6.2	%		7.0	%					4.0	%		7.7	%

Income (loss) before income taxes	$	820		$	5,132			(84.0	)%	$	(503	)	$	8,931			(105.6	)%
Income before income taxes																			$	2,530		$	8,385			(69.8	)%	$	2,027		$	17,316			(88.3	)%

Diluted earnings (loss) per common share from operations	$	0.08		$	0.52			(84.6	)%	$	(0.03	)	$	0.91			(103.3	)%
Diluted earnings per common share from operations																			$	0.08		$	0.83			(90.4	)%	$	0.05		$	1.73			(97.1	)%

Period	Total Number of Shares (or units) Purchased		Average Price per Share (or unit)		Total number of Shares Purchased as Part of a Publicly Announced Plan or Program		Approximate dollar value of shares that may yet be purchased under the program (1) (in thousands)
April 1, 2023 to April 30, 2023		-	$	—		-	$	6,500
May 1, 2023 to May 31, 2023		231,922	$	5.86		231,922		5,141
June 1, 2023 to June 30, 2023		82,636	$	6.29		82,636		4,621
		314,558				314,558	$	4,621

Exhibit No.		Description of Exhibit
*10.1		Employment Agreement between the Company and Kirk Davis, effective as of June 19, 2023 (filed as Exhibit 10.1 to the Company's Form 8-K dated June 20, 2023)

*31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*32.1		Furnished Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2		Furnished Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data Files because its XBRL tags are embedded within the Inline XBRL Document.
*101.SCH		Inline XBRL Taxonomy Extension Schema Document
*101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
*101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
*101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
*101.DEF		Inline XBRL Definition Linkbase Document

*104		Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

		HARTE HANKS, INC.

~~August 11,~~November 13, 2023		/s/ Kirk Davis
Date		Kirk Davis
		Chief Executive Officer


~~August 11,~~November 13, 2023		/s/ ~~Laurilee Kearnes~~David Garrison
Date		~~Laurilee Kearnes~~David Garrison
		~~Vice President, and~~Interim Chief Financial Officer