HARTE HANKS, INC. Cautionary Note Regarding Forward-Looking Statements
This report, including the Management's Discussion and Analysis of Financial
Condition and Results of Operations ("MD&A"), contains "forward-looking
statements" within the meaning of the federal securities laws. All such
statements are qualified by this cautionary note, which is provided pursuant to
the safe harbor provisions of Section 27A of the Securities Act of 1933 (the
"1933 Act") and Section 21E of the Exchange Act of 1934, as
amended. Forward-looking statements may also be included in our other public
filings, press releases, our website, and oral and written presentations by
management. Statements other than historical facts are forward-looking and may
be identified by words such as "may," "will," "expects," "believes,"
"anticipates," "plans," "estimates," "seeks," "could," "intends," or words of
similar meaning. Examples include statements regarding (1) our strategies and
initiatives, including our ability to reduce costs pursuant to the Restructuring
Activities, (2) adjustments to our cost structure and other actions designed to
respond to market conditions and improve our performance, and the anticipated
effectiveness and expenses associated with these actions, (3) our financial
outlook for revenues, earnings (loss) per share, operating income (loss),
expense related to equity-based compensation, capital resources and other
financial items, if any, (4) expectations for our businesses and for the
industries in which we operate, including the impact of economic conditions of
the markets we serve on the marketing expenditures and activities of our clients
and prospects, (5) competitive factors, (6) acquisition and development plans,
(7) our stock repurchase program, (8) expectations regarding legal proceedings
and other contingent liabilities, and (9) other statements regarding future
events, conditions, or outcomes.
These forward-looking statements are based on current information, expectations,
and estimates and involve risks, uncertainties, assumptions, and other factors
that are difficult to predict and that could cause actual results to vary
materially from what is expressed in or indicated by the forward-looking
statements. In that event, our business, financial condition, results of
operations, or liquidity could be materially adversely affected and investors in
our securities could lose part or all of their investments. Some of these risks,
uncertainties, assumptions, and other factors can be found in our filings with
the SEC , including the factors discussed under "Item 1A. Risk Factors" in the
2020 10-K, Part II, Item 1a. " Risk Factors" in this Quarterly Report on Form
10-Q for the quarter ended March 31, 2021 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.
Overview
The following MD&A is intended to help the reader understand the results of
operations and financial condition of Harte Hanks . This section is provided as a
supplement to, and should be read in conjunction with, our Condensed
Consolidated Financial Statements and the accompanying notes included herein as
well as our 2020 10-K. Our 2020 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. Through our end-to-end, commerce-focused capabilities, we
assist clients in managing their relationships with their customers. Our
services include strategic planning, data strategy, performance analytics,
creative development and execution; technology enablement; marketing automation;
B2B and B2C e-commerce; cross-channel customer care; and product, print, and
mail fulfillment.
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We are affected by the general, national, and international economic and business conditions in the markets where we and our customers operate. Marketing budgets are largely discretionary in nature, and as a consequence are easier for our clients to reduce in the short-term than all other expenses. 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. We remain committed to making the investments necessary to execute our multichannel strategy while also continuing to adjust our cost structure to reduce costs. We continued to face an increasingly challenging competitive environment in the first quarter of 2021. We saw an increase in both traditional consulting firms and niche companies becoming players in the customer experience landscape. Additionally, the decrease in client budgets/investments in customer experience activities due to the global pandemic naturally increased competition. The sale of our direct mail assets and equipment to Summit inApril 2020 , together with our restructuring activities, have and will continue to result in a decrease of recurring expenses. These are all part of our efforts to prioritize our investments and focus on our core business of optimizing the journey of our customers' clients across an omni-channel delivery platform. We expect these actions will continue to enhance our liquidity and financial flexibility, but no assurance can be given that we will sufficiently offset the loss of revenue we have suffered over the past number of years. For additional information, see "Liquidity and Capital Resources" section. COVID-19 In the first quarter of 2020, we took a number of precautionary measures designed to help minimize the risk of the spread of the virus among our employees, including suspending all non-essential employee travel worldwide, temporarily closing the majority of our domestic and foreign offices, extensively and frequently disinfecting our offices that remained open, enforcing social distancing to the extent possible and requiring the majority of our employees to work remotely. These measures will remain in effect until we can safely re-open our offices.
We continue to closely monitor the impact of the pandemic on all aspects of our business, including how the pandemic continues to impact our customers, employees, suppliers, vendors and business partners, as well as how it has impacted our liquidity and ability to comply with covenants in our credit agreement.
In connection with 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 it is possible that additional customers will file for bankruptcy in the coming months. However, due to pandemic-related changes, including an increased need for contact center services, our Customer Care solutions services secured new contracts as well as increased volume for existing customers. While the pandemic has not had a material effect on our business, liquidity or ability to comply with covenants to date, given the dynamic nature of the pandemic, we may experience material impacts in the future. We recommend that you review "Item 1A. Risk Factors" in our 2020 10-K for a further discussion on COVID-19 and the risks the Company currently faces. Recent Developments
On
Restructuring Activities Our management team continues to review and adjust our cost structure and operating footprint, optimize our operations, and invest in improved technology. During 2020, in an effort to right-size our operating footprint, we terminated leases inWilkes Barre (PA) andGrand Prairie (TX) and exited our last direct mail facility inJacksonville (FL). We completed the migration of our fulfillment business from theGrand Prairie operations into a new 300,000 square foot facility inKansas City inDecember 2020 , and we migrated operations from our Shawnee facility in the first quarter 2021 since the Shawnee lease expires onApril 30, 2021 . The newKansas City location is now our primary facility in the Midwest. In 2020, we successfully reduced the footprint of our Customer Care business by reducing ourAustin office location by approximately 50,000 square feet in addition to exiting one of our twoManila offices since the business is operating effectively in a work-from-home environment. In the three months endedMarch 31, 2021 and 2020, we recorded restructuring charges of$2.2 million and$1.4 million , respectively. The charges for the three months endedMarch 31, 2021 included$0.2 million of severance charges,$1.7 million of facility related and other expenses, and$0.3 million in lease impairment expense. The charges for the three months endedMarch 31, 2020 included$0.4 million of severance charges,$0.3 million in lease impairment expenses and$0.6 million of facility related and other expenses. We expect that in connection with our cost-saving and restructuring initiatives, we will incur total restructuring charges of approximately$25.3 million through the end of 2021. We recognized$9.4 million and$11.8 million of restructuring expenses in the year endedDecember 31, 2020 and 2019, respectively. We recognized$2.2 million of restructuring expenses in the three months endedMarch 31, 2021 and we expect to incur an additional$1.9 million of restructuring charges through the end of 2021. Results of Operations
Operating results were as follows:
Three Months Ended March 31,
In thousands, except percentages 2021 2020 % Change Revenues$ 43,754 $ 40,522 8.0 % Operating expenses 44,638 45,629 (2.2 )% Operating loss$ (884 ) $ (5,107 ) 82.7 % Operating margin (2.0 )% (12.6 )% Loss before income taxes$ (1,167 ) $ (6,176 ) (81.1 )% Diluted (loss) earnings per common share from operations$ (0.28 ) $ 0.67 (141.8 )% 25
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Three months ended
Consolidated Results Revenues Revenues were$43.8 million in the three months endedMarch 31, 2021 , an increase of$3.3 million , or 8.1%, as compared to$40.5 million in the three months endedMarch 31, 2020 . Revenue in our Customer Care segment increased$8.1 million , or 95.1%, to$16.5 million driven by strong project based revenue for new clients and increases in demand by existing clients. Revenue in our Fulfillment & Logistics Services declined$4.2 million , or 22.7%, to$14.3 million and revenue in our Marketing Services declined$0.6 million , or 4.4%, to$12.9 million . These declines were primarily due to the loss of clients and the shut down of our direct mail facilities, which generated$2.7 million during the three month period endedMarch 31, 2020 during which we owned the facilities, as well as lower volumes of sales to existing clients. Among other factors, our revenue performance depends on general economic conditions in the markets we serve and how successful we are at maintaining and growing business with existing clients and acquiring new clients. We believe that, in the long-term, an increasing portion of overall marketing and advertising expenditures will be shifted from other advertising media to targeted media advertising resulting in a benefit to our business. Targeted media advertising results can be more effectively tracked, enabling measurement of the return on marketing investment. Operating Expenses
Three months ended
Operating expenses were
Production and distribution expenses declined$2.0 million , or 14.9%, compared to the three months endedMarch 31, 2020 primarily due to cost reduction initiatives. Advertising, Selling, General and Administrative expenses decreased$1.8 million , or 30.7%, compared to the three months endedMarch 31, 2020 , primarily due to cost reduction initiatives as well as a favorable$750 thousand litigation settlement. Depreciation expenses declined$0.4 million , or 37.7%, compared to the three months endedMarch 31, 2020 , primarily due to lower capital expenditures and disposal of mail equipment to Summit inApril 2020 . Labor costs increased$2.4 million , or 10.0%, compared to the three months endedMarch 31, 2020 , primarily due to higher temporary labor expenses in Customer Care driven by an increased volume of work, which was partially offset by lower payroll expenses in other revenue streams from lower revenue and our expense reduction efforts.
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.
Postage costs for mailings are borne by our clients and are not directly reflected in our revenues or expenses.
In the three months endedMarch 31, 2021 and 2020, we recorded restructuring charges of$2.2 million and$1.4 million , respectively. See Note O, Restructuring Activities, in the Notes to Consolidated Financial Statements for further discussion on restructuring activities. 26
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Table of Contents Operating Loss
Three months ended
Operating loss was$0.9 million in the three months endedMarch 31, 2021 , compared to a$5.1 million operating loss in the three months endedMarch 31, 2020 . The$4.2 million improvement was primarily driven by the impact of the revenue increase of$3.2 million and a$1.0 million reduction in operating expenses due to restructuring activities. Interest Expense, net
Three months ended
Interest expense, net, in the three months endedMarch 31, 2021 decreased$44 thousand compared to the three months endedMarch 31, 2020 due to lower interest rates which was partially offset by interest on the PPP loan in the three months endedMarch 31, 2021 . Other Expense
Three months ended
Other expense, net, decreased$0.7 million in the three months endedMarch 31, 2021 , compared to the three months endedMarch 31, 2020 mainly due to a$0.6 million decrease in pension expenses. 27
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Table of Contents Income Taxes
Three months ended
The income tax provision of$0.6 million in the first quarter of 2021 represents an increase in income tax provision of$11.9 million when compared to the first quarter of 2020. This is a result of the benefit recorded in the first quarter of 2020 on the carryback of federal net operating losses to prior periods under the CARES Act. Our effective tax rate was (50.6%) for the first quarter of 2021, increasing from (183.1%) for the first quarter of 2020. The effective rate differs from the federal statutory rate of 21.0%, primarily due toU.S. state income taxes and income earned in foreign jurisdictions. Net loss We recorded net loss of$1.8 million and net income of$5.1 million in three months endedMarch 31, 2021 and 2020, respectively. The$6.9 million decrease in net income was primarily the result of the$11.3 million tax benefit realized in three months endedMarch 31, 2020 , which was partially offset by the$5.0 million lower loss before taxes in the three months endedMarch 31, 2021 as compared to 2020. Segment Results
The following is a discussion and analysis of the results of our reporting
segments for the three months ended
Marketing Services:
Q1
in thousands 2021 2020
Revenues $ 12,878 $ 13,500
Segment operating expense 11,041 11,092
Contribution margin 1,837 2,408
Overhead Allocation 1,255 1,347
EBITDA 582 1,061
Depreciation 151 182
Operating income $ 431 $ 879
Three Months Ended March 31,
In thousands 2021 % Change 2020
Revenues $ 12,878 -4.6 % $ 13,500
Operating Income 431 -51.0 % 879
Operating Income % of Revenue 3.3 % 6.5 %
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Table of Contents Marketing Services segment revenue declined$0.6 million , or 4.7%, driven largely by decreases in client budgets due to the COVID-19 pandemic. Operating income for the segment decreased$0.5 million due to the decrease in revenue. Operating Income margin in 2021 declined to 3.3% from 6.5% in 2020 due to a change in product mix. Customer Care: Q1 in thousands 2021 2020 Revenues$ 16,544 $ 8,480 Segment operating expense 13,074 8,346 Contribution margin 3,470 134 Overhead Allocation 870 929 EBITDA 2,600 (795 ) Depreciation 254 217 Operating income (loss)$ 2,346 $ (1,012 ) Three Months Ended March 31, In thousands 2021 % Change 2020 Revenues$ 16,544 95.1 %$ 8,480 Operating Income (loss) 2,346 -331.8 % (1,012 ) Operating Income % of Revenue 14.2 % -11.9 % Customer Care segment revenue increased$8.1 million , or 95.1%, primarily due to additional project work and an increase in volumes with existing clients. Operating Income for the three months endedMarch 31, 2021 was$2.3 million , an increase of$3.4 million compared to the prior year quarter. This increase was the result of the increase in revenue as well as our restructuring efforts.
Fulfillment & Logistics Services:
Q1
in thousands 2021 2020
Revenues $ 14,332 $ 18,542
Segment operating expense 12,174 18,142
Contribution margin 2,158 400
Overhead Allocation 941 1,078
EBITDA 1,217 (678 )
Depreciation 167 552
Operating income (loss) $ 1,050 $ (1,230 )
Three Months Ended March 31,
In thousands 2021 % Change 2020
Revenues $ 14,332 -22.7 % $ 18,542
Operating Income (loss) 1,050 -185.4 % (1,230 )
Operating Income % of Revenue 7.3 % -6.6 %
Fulfillment & Logistics Services segment revenue declined $4.2 million compared
to the prior year quarter. $2.7 million of this decline was due to
elimination of direct mail operations. Outsourced direct mail is now included
in our Marketing Services segment. The remaining decline was driven by COVID
related volume decreases for our clients and the loss of clients. Operating
income was $1.1 million for the three months ended March 31, 2021 compared to an
operating loss of $1.2 million for the three month period ended March 31, 2020 ,
primarily driven by our cost restructuring efforts. Operating income included a
favorable $750 thousand litigation settlement which was partially offset by the
related legal expenses during the three months ended March 31, 2021 .
Liquidity and Capital Resources
Sources and Uses of Cash Our cash and cash equivalent balances were$24.9 million and$29.4 million atMarch 31, 2021 andDecember 31, 2020 , respectively. Our cash and cash equivalent and restricted cash balances were$26.5 million and$33.6 million atMarch 31, 2021 andDecember 31, 2020 , respectively. OnApril 20, 2020 , the Company received PPP Term Note proceeds in the amount of$10 million . In addition, during 2020 we received an aggregate of$9.6 million in tax refunds related to our NOL and capital loss carryback for the 2013-2018 tax years. We also expect to receive additional tax refunds of$7.5 million in 2021, as a result of the change to the tax NOL carryback provisions included in the CARES Act. Our principal sources of liquidity are cash on hand, cash provided by operating activities, and borrowings. Our cash is primarily used for general corporate purposes, working capital requirements, and capital expenditures. At this time, we believe that we will be able to continue to meet our liquidity requirements and fund our fixed obligations (such as debt services, finance and operating leases and unfunded pension plan benefit payments) and other cash needs for our operations for at least the next twelve months through a combination of cash on hand, cash flow from operations, and borrowings under the Texas Capital Credit Facility. Although the Company believes that it will be able to meet its cash needs for the foreseeable future, if unforeseen circumstances arise the company may need to seek alternative sources of liquidity. To date, the COVID-19 pandemic has not had a material impact on the Company's liquidity or on the Company's ability to meet its obligations under the Texas Capital Credit Facility, including its ability to comply with all covenants. We will continue to closely monitor the impact the COVID-19 pandemic has on the Company's liquidity and assess whether any additional cost saving measures, including capital expenditure deferral or human capital decisions, are needed. Operating Activities Net cash used in operating activities for the three months endedMarch 31, 2021 was$5.7 million , compared to net cash used in operating activities of$4.0 million for the three months endedMarch 31, 2020 . The$1.7 million year-over-year increase in cash used in operating activities was primarily due to an increase in cash used for working capital in the three months endedMarch 31, 2021 as compared to 2020. Investing Activities Net cash used in investing activities was$0.7 million for the three months endedMarch 31, 2021 , compared to net cash used in investing activities of$0.6 million for the three months endedMarch 31, 2020 The change was mainly due to the$0.2M of proceeds from sale of property in the three month endedMarch 31, 2020 which was partially offset by a decrease in capital expenditure in the three months endedMarch 31, 2021 as compared to 2020. Financing Activities
Net cash used in financing activities was
Foreign Holdings of Cash
Consolidated foreign holdings of cash as of
Long Term Debt
On
OnJanuary 9, 2018 , we entered into an amendment to the Texas Capital Credit Facility that increased our borrowing capacity to$22.0 million and extended the maturity by one year toApril 17, 2020 . OnMay 7, 2019 , we entered into an amendment to the Texas Capital Credit Facility which further extended the maturity of the facility by one year toApril 17, 2021 . OnMay 11, 2020 , we entered into a third amendment to the Texas Capital Credit Facility which further extended the maturity of the facility by one year toApril 17, 2022 and decreased the borrowing capacity to$19.0 million . OnMay 5, 2021 , we entered into a fourth amendment to the Texas Capital Credit Facility which further extended the maturity of the facility by one year toApril 17, 2023 and decreased the borrowing capacity to$15.0 million . The Texas Capital Credit Facility remains secured by substantially all of our assets and continues to be guaranteed byHHS Guaranty, LLC , an entity formed to provide credit support forHarte Hanks by certain members of the Shelton family (descendants of one of our founders). We payHHS Guaranty, LLC a quarterly fee of consideration for the guarantee of 0.5% of the value of the collateral actually pledged to secure the facility, which for the three months endedMarch 31, 2021 amounted to$0.1 million . AtMarch 31, 2021 andDecember 31, 2020 , we had letters of credit in the amount of$1.8 million outstanding. No amounts were drawn against these letters of credit atMarch 31, 2021 andDecember 31, 2020 . 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 atMarch 31, 2021 andDecember 31, 2020 . As ofMarch 31, 2021 andDecember 31, 2020 , we had$17.1 million of borrowings outstanding under the Texas Capital Facility. As ofMarch 31, 2021 , we had the ability to borrow an additional$0.1 million under the facility. OnApril 20, 2020 , the Company received loan proceeds in the amount of$10 million under the Small Business Administration PPP Term Note. The PPP Term Note, established as part of the CARES Act, provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable so long as, over the eight-week period following the receipt by the Company of the PPP Term Note, the Company uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The PPP Term Note bears interest at a fixed annual rate of 1.00%, with interest deferred for the first eighteen months. The Company used the proceeds for purposes consistent with the Paycheck Protection Program. While the Company currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loan, we cannot assure you that we will not take actions that could cause the Company to be ineligible for forgiveness of the loan, in whole or in part. At this time, the Company anticipates forgiveness of the entire amount of the PPP Term Note; however, we are not in a position to estimate the timing of the completion of the forgiveness process. We applied for the forgiveness of the PPP Term Note in the first quarter of 2021. Outlook We consider such factors as total cash and cash equivalents and restricted cash, current assets, current liabilities, total debt, revenues, operating income (loss), cash flows from operations, investing activities, and financing activities when assessing our liquidity. Our management of cash is designed to optimize returns on cash balances and to ensure that it is readily available to meet our operating, investing, and financing requirements as they arise. 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 Condensed Consolidated Financial Statements. 29
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Table of Contents Critical Accounting Policies Critical accounting policies are defined as those that, in our judgment, are most important to the portrayal of our Company's financial condition and results of operations and which require complex or subjective judgments or estimates. Actual results could differ materially from those estimates under different assumptions and conditions. Refer to the 2020 10-K for a discussion of our critical accounting policies.
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.
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