0000045919-18-000024.txt : 20180510 0000045919-18-000024.hdr.sgml : 20180510 20180509174832 ACCESSION NUMBER: 0000045919-18-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180509 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180510 DATE AS OF CHANGE: 20180509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARTE HANKS INC CENTRAL INDEX KEY: 0000045919 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DIRECT MAIL ADVERTISING SERVICES [7331] IRS NUMBER: 741677284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07120 FILM NUMBER: 18819744 BUSINESS ADDRESS: STREET 1: 9601 MCALLISTER FREEWAY STREET 2: SUITE 610 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2108299000 MAIL ADDRESS: STREET 1: 9601 MCALLISTER FREEWAY STREET 2: SUITE 610 CITY: SAN ANTONIO STATE: TX ZIP: 78216 FORMER COMPANY: FORMER CONFORMED NAME: HARTE HANKS COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HARTE HANKS NEWSPAPERS INC DATE OF NAME CHANGE: 19771010 8-K 1 a1q2018earningsform8k.htm 8-K Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 9, 2018
Date of Report (Date of Earliest Event Reported)


Harte Hanks, Inc.
(Exact Name of Registrant as Specified in its Charter)


Delaware
1-7120
74-1677284
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
 
 
9601 McAllister Freeway, Suite 610
San Antonio, Texas 78216
(210) 829-9000
(Address of principal executive offices and Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

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

o

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

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





o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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







Item 2.02    Results of Operations and Financial Condition.

On May 9, 2018, Harte Hanks issued a press release announcing financial results for its first quarter of 2018. The full text of the press release is furnished with this Current Report as Exhibit 99.1 and is incorporated by reference herein.

The information contained in this Item 2.02 (including Exhibit 99.1) of this Current Report is furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, notwithstanding any general incorporation by reference language in other Harte Hanks filings.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished herewith:
99.1
 
Press Release of Harte Hanks, Inc. dated May 9, 2018, announcing financial results for its first quarter of 2018


Exhibit Index
 

    


SIGNATURE
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.

 
Harte Hanks, Inc.
 
 
 
 
Dated: May 9, 2018
 
 
 
 
By:
/s/ Robert L. R. Munden
 
Robert L. R. Munden
 
Executive Vice President,
 
General Counsel & Secretary




EX-99.1 2 a1q18earningsrelease.htm EXHIBIT 99.1 Exhibit

a4q17earningsrelease3_image1.gif
NEWS RELEASE

May 9, 2018

Media Contact:
Scott Hamilton
303-214-5563
scott.hamilton@hartehanks.com


Harte Hanks Reports First Quarter Results

SAN ANTONIO, Texas - Harte Hanks (NYSE: HHS), a leader in developing customer relationships, experiences and interaction-led marketing, today announced financial results for the quarter ended March 31, 2018.

Commenting on performance, President and Chief Executive Officer Karen Puckett said, “During the quarter we took several steps to strengthen the company. In January we extended the term and modestly increased the size of our credit facility, solidified our partnership with Wipro through a $9.9 million preferred stock investment, and in March we sold our 3Q Digital subsidiary eliminating a $35 million earn-out liability. We also reduced executive and board compensation and continued to reduce our costs. These actions have created a strong foundation upon which to build.”

Ms. Puckett added, “We continued to make progress on our strategic turnaround in the first quarter. We improved our balance sheet and ended the quarter with no debt and $22.8 million of cash. We are also working to improve our results by focusing on higher levels of customer satisfaction and client retention, while at the same time attracting new clients.”

The following table presents financial highlights of the company's continuing operations for the first quarter of 2018 and 2017.






1







RESULTS FROM OPERATIONS

(In thousands, except per share amounts)
Three Months Ended March 31,
 
2018
2017
% Change
Revenues
$
81,198

$
94,894

(14.4)
Operating income (loss)
(5,035
)
(6,342
)
(21.0)
Adjusted operating income (loss) (1)
(4,484
)
(5,858
)
(23.0)
Adjusted operating margin (1)
(5.5
)%
(6.2
)%
 
Net income (loss)
32,629
(7,386)
(542.0)
Earnings (Loss) per share
5.24
(1.20)
(5.4)
Shares outstanding (weighted-average common and common equivalent shares outstanding)
6,213

6,169

0.7
                
1) See the attached table for reconciliation of this non-GAAP financial measure to the most comparable GAAP measure.
(2) Operating Loss and Adjusted Operating Loss improved compared to the prior year despite the negative percentage change.
NM = not meaningful

First Quarter 2018 Results
First quarter 2018 revenues were $81.2 million, compared to $94.9 million during the same quarter last year, or a 14.4% decline, primarily due to reduced volumes from existing clients, particularly in our retail vertical.

First quarter operating loss was $5.0 million, a 20.6% improvement compared to an operating loss of $6.3 million in the year-ago quarter.

First quarter 2018 Adjusted Operating Loss was $4.5 million, compared to a loss of $5.9 million in the year-ago quarter, or a 21.7% improvement. The lower Adjusted Operating Loss was due to a broad based reduction in operating expenses, including lower payroll, severance, production related expenses and lower general and administrative expenses, partially offset by the impact of the decline in revenues.

Net income available for common stockholders for the first quarter of 2018 was $32.6 million or Basic Earnings per common share of $5.24. Diluted Earnings per common share were $4.67. Net income included a $31 million pre-tax gain on the sale of 3Q Digital during the quarter. In the year ago period, net loss was $7.4 million or a Basic and Diluted Loss per common share of $1.20.

Conference Call Information

2



The company will host a conference call to discuss the earnings release today at 5:30 p.m. Eastern Time. To access an audio webcast, please use the link available in the Investors Events section of the Harte Hanks website.

The telephonic conference call number is (888) 394-8218 for domestic callers and
(323) 701-0225 for international callers. The conference ID is 105-1365.

An audio replay will be available shortly after the call for 48 hours at (844) 512-2921, or +1 (412) 317-6671, with conference ID 105-1365. The replay also will be available for one year in the Investors section of the Harte Hanks website.

About Harte Hanks:
Harte Hanks is a global marketing services firm specializing in multi-channel marketing solutions that connect our clients with their customers in powerful ways. Experts in defining, executing and optimizing the customer journey, Harte Hanks offers end-to-end marketing services including consulting, strategic assessment, data, analytics, digital, social, mobile, print, direct mail and contact center. From visionary thinking to tactical execution, Harte Hanks delivers smarter customer interactions for some of the world's leading brands. Harte Hanks’ 5,000+ employees are located in North America, Asia-Pacific and Europe. For more information, visit Harte Hanks at www.hartehanks.com, call 800-456-9748, email us at pr@hartehanks.com. Follow us on Twitter @hartehanks or Facebook at https://www.facebook.com/HarteHanks.

As used herein, “Harte Hanks” refers to Harte Hanks, Inc. and/or its applicable operating subsidiaries, as the context may require. Harte Hanks’ logo and name are trademarks of Harte Hanks.

Cautionary Note Regarding Forward-Looking Statements:

Our press release and related earnings conference call contain “forward-looking statements” within the meaning of U.S. federal securities laws. All such statements are qualified by this cautionary note, provided pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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. 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. These risks, uncertainties, assumptions and other factors include: (a) local, national and international economic and business conditions, including (i) market conditions that may adversely impact marketing expenditures, (ii) the impact of economic environments and competitive pressures on the financial condition, marketing expenditures and activities of our clients and prospects, and (iii) our ability to access capital markets; (b) the demand for our products and services by clients and prospective clients, including (i) the willingness of existing clients to maintain or increase their spending on products and services that are or remain profitable for us, and (ii) our ability to predict changes in client needs and preferences; (c) economic and other business factors that

3



impact the industry verticals we serve, including competition and consolidation of current and prospective clients, vendors and partners in these verticals; (d) our ability to manage and timely adjust our facilities, capacity, workforce and cost structure to effectively serve our clients; (e) our ability to improve our processes and to provide new products and services in a timely and cost-effective manner though development, license, partnership or acquisition; the impact of privacy, consumer protection and other similar regulations, including (i) our ability to protect our facilities against security breaches and other interruptions and to protect sensitive personal information of our clients and their customers; and (ii) our ability to respond to increasing concern, regulation and legal action over consumer privacy issues, including changing restrictions on unsolicited marketing communications and requirements for collection, processing and use of information;() (g) fluctuations in fuel prices, paper prices, postal rates and postal delivery schedules; (h) the number of shares, if any, that we may repurchase in connection with our repurchase program; (i) unanticipated developments regarding litigation or other contingent liabilities; (j) the ability to complete divestitures and integrate and successfully leverage newly-acquired service offerings as anticipated; (l) the impact of changes to the composition of our Board of Directors and key management team, and (m) other factors discussed from time to time in our filings with the Securities and Exchange Commission, including under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 and in our Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2017. The forward-looking statements in this press release and our related earnings conference call are made only as of the date hereof and we undertake no obligation to update publicly any forward-looking statement, even if new information becomes available or other events occur in the future.

Supplemental Non-GAAP Financial Measures:

In this press release and our related earnings conference call, the company may use certain non-GAAP measures of financial performance in order to provide investors with a better understanding of operating results and underlying trends to assess the company’s performance and liquidity. The company evaluates its operating performance based on several measures, including non-GAAP financial measures. The company believes that certain non-GAAP financial measures are useful supplemental financial measures of operating performance for investors because they facilitate investors’ ability to evaluate the operational strength of the company’s business. Any supplemental financial measures referred to are not calculated in accordance with GAAP and they should not be considered substitutes for net income as an indicator of operating performance.

As used herein, “Harte Hanks” refers to Harte Hanks, Inc. and/or its applicable operating subsidiaries, as the context may require. Harte Hanks’ logo and name are trademarks of Harte Hanks.










4








Harte Hanks, Inc.
Consolidated Statements of Operations (Unaudited)


Three Months Ended
March 31,
 
In thousands, except per share data
2018
 
2017
 
Operating revenues
$
81,198

 
$
94,894

 
Operating expenses
 
 
 
 
Labor
50,656

 
60,350

 
Production and distribution
24,149

 
26,878

 
Advertising, selling, general and administrative
9,277

 
11,060

 
Impairment of goodwill

 

 
Depreciation, software and intangible asset amortization
2,151

 
2,948

 
Total operating expenses
86,233


101,236


Operating income (loss)
(5,035
)

(6,342
)

 
 
 
 
 
Other expenses
 

 
 

 
Interest expense, net
929

 
1,023

 
Gain on Sale
(30,954
)
 
 
 
Other, net
1,141

 
1,497

 
Total other expenses
(28,884
)

2,520


Income (loss) from continuing operations before income taxes
23,849


(8,862
)

Income tax expense (benefit)
(8,780
)
 
(1,476
)
 
Income (loss) from continuing operations
32,629


(7,386
)

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

 

 
 
 
 
 
 
Net income (loss)
$
32,629


$
(7,386
)

 
 
 
 
 
Basic earnings (loss) per common share
 
 
 

 
Continuing operations
$
5.24

 
$
(1.20
)
 
Discontinued operations

 

 
Basic earnings (loss) per common share
$
5.24


$
(1.20
)

 
 
 
 
 
Weighted-average common shares outstanding
 
 
 
 
Basic
6,213

 
6,163

 
Diluted
6,990

 
6,169

 
 
 
 
 
 
Diluted earnings (loss) per common share
 

 
 

 
Continuing operations
$
4.67

 
$
(1.20
)
 
Discontinued operations

 

 
Diluted earnings (loss) per common share
$
4.67


$
(1.20
)

 
 
 
 
 
Weighted-average common and common equivalent shares outstanding
6,213

 
6,169

 


5



Balance Sheet Data (Unaudited)
In thousands
 
March 31,
In thousands, except per share data
2018
 
2017
Cash and cash equivalents
$
22,846

 
$
8,397

Total debt
$

 
$


Harte Hanks, Inc.    
Revenue Mix (Unaudited)
Vertical Markets - Percent of Revenue


Three Months Ended
March 31,
In thousands, except per share data
2018
 
2017
B2B
23.3
%
 
22.8
%
Consumer Brands
24.1
%
 
22.2
%
Financial Services
18.0
%
 
16.0
%
Healthcare
5.5
%
 
6.2
%
Retail
19.3
%
 
24.3
%
Transportation
9.8
%
 
8.5
%
 
100.0
%
 
100.0
%


Harte Hanks, Inc.    
Reconciliations of Non-GAAP Financial Measures
 
Three Months Ended
March 31,
 
In thousands, except per share data
2018
 
2017
 
Operating income (loss)
$
(5,035
)
 
$
(6,342
)
 
Goodwill impairment

 

 
Stock-based compensation
551

 
484

 
Adjusted Operating Income (Loss)
$
(4,484
)
 
$
(5,858
)
 
Adjusted Operating Margin (a)
(5.5
)%
 
(6.2
)%
 

(a) Adjusted Operating Margin equals Adjusted Operating Income divided by Revenues.


# # #

6

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