Note A - Overview and Significant Accounting Policies

Background

Harte Hanks, Inc., together with its subsidiaries (“Harte Hanks,” “Company”, “we,” “our,” or “us”) is a purveyor of data-driven, omni-channel marketing and customer relationship solutions and logistics. The Company has robust capabilities that offer clients the strategic guidance they need across the customer data landscape as well as the executional know-how in database build and management, data analytics, digital media, direct mail, customer contact, client fulfillment and marketing and product logistics. Harte Hanks solves marketing, commerce and logistical challenges for some of the world's leading brands in North America, Asia-Pacific and Europe.

The Company operates as

one

reportable segment. Our Chief Executive Officer is our chief operating decision maker. He reviews our operating results on an aggregate basis for purposes of allocating resources and evaluating financial performance.

The Company is closely monitoring the impact of the

2019

novel coronavirus (“COVID-

19”

) on all aspects of its business. In connection with the pandemic, some of our customers have reduced the amount of work we provide to them while other customers have requested accommodations including extensions of payment or restructuring of agreements. In addition, some of our customers have declared bankruptcy and we expect additional customers to file for bankruptcy in the coming months. We have also seen a number of wins for our contact centers solutions services as well as increased volume for existing customers as a result of the environment caused by the pandemic including an increased need for contact center services in the current economy. While the COVID-

pandemic has

not

had a material adverse impact on the Company's operations to date, the pandemic has caused significant volatility in the global markets and has caused many companies to slow production or find alternative means for employees to perform their work. It is possible that the COVID-

pandemic, the measures taken by governments around the globe and the resulting economic impact

may

materially and adversely affect the Company's results of operations, cash flows and financial position as well as the financial stability of its customers. The COVID-

pandemic

may

also exacerbate other risks discussed in Part I, “Item

1A.

Risk Factors” in our Annual Report on Form

-K for the fiscal year ended

December 31, 2019,

which could materially affect our business, financial condition, or future results. Refer to “Item

1A.

Risk Factors” in this Quarterly Report on Form

-Q for a further discussion on COVID-

and the risks the Company currently faces.

Related Party Transactions

From

2016

2020,

we conducted business with Wipro, whereby Wipro provided us with a variety of technology-related services. We have since terminated all service agreements.

Effective

January 30, 2018,

Wipro became a related party when it purchased

9,926

shares of our Series A Preferred Stock (which are convertible at Wipro's option into

1,001,614

shares, or

16%

of our Common Stock as of

January 30, 2018),

for aggregate consideration of

$9.9

million. For information pertaining to the Company's Series A Preferred Stock, See Note E,

Convertible Preferred Stock

In the

third

quarter of

2019,

we entered into a business relationship with Snap Kitchen, the founder of which is a

owner of Harte Hanks. Amounts earned from Snap Kitchen during the

three

months ended

2020

were immaterial.

Accounting Principles

Our unaudited interim condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“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

-Q should be read in conjunction with information included in the Harte Hanks Annual Report on Form

-K for the fiscal year ended

December 31, 2019

(the “

2019

-K”) filed with the U.S. Securities and Exchange Commission (the "SEC") on

March 19, 2020.

Consolidation

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Harte Hanks, Inc. and subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. As used in this report, the terms “Harte Hanks,” “the Company,” “we,” “us,” or “our”

may

refer to Harte Hanks, Inc.,

one

or more of its consolidated subsidiaries, or all of them taken as a whole, as the context

may

require.

Interim Financial Information

The condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form

-Q and Rule

of Regulation S-

Accordingly, they do

not

include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

Use of Estimates

The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes could differ from those estimates and assumptions. Such estimates include, but are

not

limited to, estimates related to lease accounting; pension accounting; fair value for purposes of assessing long-lived assets for impairment; income taxes; stock-based compensation; and contingencies. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions.

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

The “Labor” line in the Condensed Consolidated Statements of Comprehensive Income (Loss) includes all employee payroll and benefits costs, including stock-based compensation, along with temporary labor costs. The “Production and distribution” and “Advertising, selling, general and administrative” lines do

not

include labor, depreciation, or amortization.

Revenue Recognition

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

five

-step revenue recognition model:

•

Identification of the contract, or contracts, with a customer

•

Identification of the performance obligations in the contract

•

Determination of the transaction price

•

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

•

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

Certain client programs provide for adjustments to billings based upon whether we achieve certain performance criteria. In these circumstances, revenue is recognized when the foregoing conditions are met. We record revenue net of any taxes collected from customers and subsequently remitted to governmental authorities. Any payments received in advance of the performance of services or delivery of the product are recorded as deferred revenue until such time as the services are performed or the product is delivered. Costs incurred for search engine marketing solutions and postage costs of mailings are billed to our clients and are

not

directly reflected in our revenue.

Revenue from agency and digital services, direct mail, logistics, fulfillment and contact center is recognized as the work is performed. Fees for these services are determined by the terms set forth in each such contract. These fees are typically set at 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 and direct build costs are capitalized. Pricing for these types of arrangements are 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 are typically based on a fixed price per month or per contract.

Fair Value of Financial Instruments

FASB ASC

820,

Fair Value Measurements and Disclosures

, (“ASC

820”

) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC

820

also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into

three

levels:

Level

Quoted prices in active markets for identical assets or liabilities.

Level

Observable inputs other than Level

prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are

not

active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level

Unobservable inputs that are supported by little or

market activity and that are significant to the fair value of the assets or liabilities.

Because of their maturities and/or variable interest rates, certain financial instruments have fair values approximating their carrying values. These instruments include cash and cash equivalents and restricted cash, accounts receivable, trade payable, and long-term debt.

Leases

We determine if an arrangement is a lease at its inception. Operating and finance leases are included in the lease right-of-use (“ROU”) assets and the current portion and long-term portion of lease obligations 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 commencement date 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 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.

During the

three

months ended

June 30

2020,

we modified the terms of some of our existing leases. We accounted for such changes as lease modifications under ASC Topic

842

which resulted in the re-measurement of the related ROU assets and lease liabilities.

See Note B,

Recent Accounting Pronouncements - Recently adopted accounting pronouncements.