Back to GetFilings.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
- --- Act of 1934
For the quarterly period ended June 30, 2002
-------------
____ 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 1-7120
------
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)
200 Concord Plaza Drive, San Antonio, Texas 78216
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code -- 210/829-9000
------------
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 X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock: $1 par value, 92,015,788 shares as of July 31, 2002.
2
HARTE-HANKS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
FORM 10-Q REPORT
June 30, 2002
Page
----
Part I. Financial Information
Item 1. Interim Condensed Consolidated Financial
Statements (Unaudited)
Condensed Consolidated Balance Sheets - June 30, 3
2002 and December 31, 2001
Consolidated Statements of Operations - Three 4
months ended June 30, 2002 and 2001
Consolidated Statements of Operations - Six 5
months ended June 30, 2002 and 2001
Consolidated Statements of Cash Flows - Six 6
months ended June 30, 2001 and 2000
Consolidated Statements of Stockholders' Equity 7
and Comprehensive Income - Six months ended
June 30, 2002 and twelve months ended December
31, 2001
Notes to Unaudited Condensed Consolidated 8
Financial Statements
Item 2. Management's Discussion and Analysis of Financial 13
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About 17
Market Risk
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 6. Exhibits and Reports on Form 8-K 18
(a) Exhibits
(b) Reports on Form 8-K
Signature 19
3
Harte-Hanks, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (in thousands, except share amounts)
- --------------------------------------------------------------------------------
(Unaudited)
June 30, December 31,
2002 2001
----------- ------------
Assets
Current assets
Cash and cash equivalents....................... $ 17,023 $ 30,468
Accounts receivable, net........................ 134,143 138,409
Inventory....................................... 5,632 5,835
Prepaid expenses................................ 14,139 13,411
Current deferred income tax asset............... 8,509 8,378
Other current assets............................ 6,628 6,306
----------- ------------
Total current assets.......................... 186,074 202,807
Property, plant and equipment, net................ 99,632 109,428
Goodwill, net..................................... 437,308 434,458
Other intangibles, net............................ 3,567 3,867
Other assets...................................... 20,519 20,489
----------- ------------
Total assets.................................. $ 747,100 $ 771,049
=========== ============
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable................................ $ 44,945 $ 42,990
Accrued payroll and related expenses............ 18,928 21,550
Customer deposits and unearned revenue.......... 39,735 38,617
Income taxes payable............................ 11,317 10,531
Other current liabilities....................... 6,243 8,086
----------- ------------
Total current liabilities..................... 121,168 121,774
Long-term debt.................................... 10,666 48,312
Other long-term liabilities....................... 52,465 48,597
----------- ------------
Total liabilities............................. 184,299 218,683
----------- ------------
Stockholders' equity
Common stock, $1 par value, 375,000,000 shares
authorized. 111,054,347 and 109,352,290
shares issued at June 30, 2002 and
December 31, 2001, respectively............... 111,054 109,352
Additional paid-in capital...................... 210,529 188,158
Accumulated other comprehensive income (loss)... 3 (1,293)
Retained earnings............................... 680,423 640,635
Less treasury stock: 18,524,923 and 16,139,795
shares at cost at June 30, 2002 and
December 31, 2001, respectively............... (439,208) (384,486)
----------- ------------
Total stockholders' equity.................... 562,801 552,366
----------- ------------
Total liabilities and stockholders' equity.... $ 747,100 $ 771,049
=========== ============
See Notes to Unaudited Condensed Consolidated Financial Statements.
4
Harte-Hanks, Inc. and Subsidiaries
Consolidated Statements of Operations (in thousands, except per share amounts)
- --------------------------------------------------------------------------------
(Unaudited)
Three Months Ended June 30,
---------------------------
2002 2001
--------- ---------
Operating revenues ................................... $ 227,879 $ 228,654
--------- ---------
Operating expenses
Payroll .......................................... 80,123 83,702
Production and distribution ...................... 78,769 75,604
Advertising, selling, general and administrative . 20,744 20,620
Depreciation ..................................... 8,112 7,994
Goodwill and intangible amortization ............. 150 4,175
--------- ---------
187,898 192,095
--------- ---------
Operating income ..................................... 39,981 36,559
--------- ---------
Other expenses (income)
Interest expense ................................. 222 746
Interest income .................................. (71) (53)
Other, net ....................................... 595 1,139
--------- ---------
746 1,832
--------- ---------
Income before income taxes ........................... 39,235 34,727
Income tax expense ................................... 15,145 13,891
--------- ---------
Net income ........................................... $ 24,090 $ 20,836
========= =========
Basic:
Earnings per common share ........................ $ 0.26 $ 0.22
========= =========
Weighted-average common shares outstanding ....... 93,917 95,208
========= =========
Diluted:
Earnings per common share ........................ $ 0.25 $ 0.21
========= =========
Weighted-average common and common equivalent
shares outstanding ............................ 96,408 97,593
========= =========
A reconciliation of the effects of the adoption of Statement of Financial
Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets", on
net income and basic and diluted earnings per share is as follows:
Net income ........................................... $ 24,090 $ 20,836
Add back: Goodwill amortization (net
of tax effect) ............................ 2,958
--------- ---------
Adjusted net income .................................. $ 24,090 $ 23,794
========= =========
Basic earnings per common share:
Net income ........................................... $ 0.26 $ 0.22
Add back: Goodwill amortization (net
of tax effect) ............................ 0.03
--------- ---------
Adjusted net income .................................. $ 0.26 $ 0.25
========= =========
Diluted earnings per common share:
Net income ........................................... $ 0.25 $ 0.21
Add back: Goodwill amortization (net
of tax effect) ............................ 0.03
--------- ---------
Adjusted net income .................................. $ 0.25 $ 0.24
========= =========
SFAS No. 142 is described in Note B of the Notes to Unaudited Condensed
Consolidated Financial Statements.
See Notes to Unaudited Condensed Consolidated Financial Statements.
5
Harte-Hanks, Inc. and Subsidiaries
Consolidated Statements of Operations (in thousands, except per share amounts)
- --------------------------------------------------------------------------------
(Unaudited)
Six Months Ended June 30,
-------------------------
2002 2001
--------- ---------
Operating revenues ................................... $ 442,786 $ 460,774
--------- ---------
Operating expenses
Payroll .......................................... 161,528 174,490
Production and distribution ...................... 153,276 152,860
Advertising, selling, general and administrative.. 37,767 40,919
Depreciation ..................................... 16,473 15,697
Goodwill and intangible amortization ............. 300 8,397
--------- ---------
369,344 392,363
--------- ---------
Operating income ..................................... 73,442 68,411
--------- ---------
Other expenses (income)
Interest expense ................................. 591 1,733
Interest income .................................. (121) (214)
Other, net ....................................... 862 1,611
--------- ---------
1,332 3,130
--------- ---------
Income before income taxes ........................... 72,110 65,281
Income tax expense ................................... 27,752 26,082
--------- ---------
Net income ........................................... $ 44,358 $ 39,199
========= =========
Basic:
Earnings per common share ........................ $ 0.47 $ 0.41
========= =========
Weighted-average common shares outstanding ....... 93,845 96,099
========= =========
Diluted:
Earnings per common share ........................ $ 0.46 $ 0.40
========= =========
Weighted-average common and common equivalent
shares outstanding ............................ 96,367 98,583
========= =========
A reconciliation of the effects of the adoption of Statement of Financial
Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets", on
net income and basic and diluted earnings per share is as follows:
Net income ........................................... $ 44,358 $ 39,199
Add back: Goodwill amortization (net
of tax effect) ............................ 5,943
--------- ---------
Adjusted net income .................................. $ 44,358 $ 45,142
========= =========
Basic earnings per common share:
Net income ........................................... $ 0.47 $ 0.41
Add back: Goodwill amortization (net
of tax effect) ............................ 0.06
--------- ---------
Adjusted net income .................................. $ 0.47 $ 0.47
========= =========
Diluted earnings per common share:
Net income ........................................... $ 0.46 $ 0.40
Add back: Goodwill amortization (net
of tax effect) ............................ 0.06
--------- ---------
Adjusted net income .................................. $ 0.46 $ 0.46
========= =========
SFAS No. 142 is described in Note B of the Notes to Unaudited Condensed
Consolidated Financial Statements.
See Notes to Unaudited Condensed Consolidated Financial Statements.
6
Harte-Hanks, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (in thousands)
- --------------------------------------------------------------------------------
(Unaudited)
Six Months Ended June 30,
-------------------------
2002 2001
---------- ----------
Operating Activities
Net income ...................................................... $ 44,358 $ 39,199
Adjustments to reconcile net income to cash provided
by operating activities:
Depreciation ................................................. 16,473 15,697
Goodwill and intangible amortization ......................... 300 8,397
Amortization of option-related compensation .................. 50 109
Deferred income taxes ........................................ 4,228 2,943
Other, net ................................................... 139 1,870
Changes in operating assets and liabilities, net of acquisitions:
Decrease in accounts receivable, net .......................... 4,266 34,181
Decrease in inventory ........................................ 203 259
Increase in prepaid expenses and other current
assets .................................................... (1,050) (198)
Increase (decrease) in accounts payable ...................... 1,955 (9,902)
Increase (decrease) in other accrued expenses
and other current liabilities ............................. 2,131 (9,794)
Other, net ................................................... 1,973 (536)
--------- ----------
Net cash provided by operating activities ................. 75,026 82,225
--------- ----------
Investing Activities
Acquisitions .................................................... (2,791) (453)
Purchases of property, plant and equipment ...................... (6,520) (18,811)
Proceeds from sale of property, plant and equipment ............. 162 335
--------- ----------
Net cash used in investing activities ..................... (9,149) (18,929)
--------- ----------
Financing Activities
Long-term borrowings ............................................ 7,000 223,000
Repayment of long-term borrowings ............................... (45,000) (245,000)
Issuance of common stock ........................................ 10,872 6,355
Purchase of treasury stock ...................................... (47,671) (49,266)
Issuance of treasury stock ...................................... 47 39
Dividends paid .................................................. (4,570) (3,838)
--------- ----------
Net cash used in financing
activities .............................................. (79,322) (68,710)
--------- ----------
Net decrease in cash ............................................ (13,445) (5,414)
Cash and cash equivalents at beginning of year .................. 30,468 22,928
--------- ----------
Cash and cash equivalents at end of period ...................... $ 17,023 $ 17,514
========= ==========
See Notes to Unaudited Condensed Consolidated Financial Statements.
7
Harte-Hanks, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity and Comprehensive Income
(in thousands)
- --------------------------------------------------------------------------------
(2002 Unaudited)
Accumulated
Additional Other Total
Common Paid-In Retained Treasury Comprehensive Stockholders'
Stock Capital Earnings Stock Income (Loss) Equity
--------- ---------- -------- --------- ------------- -------------
Balance at January 1, 2001........ $ 109,259 $ 169,879 $568,512 $(294,542) $ (2,105) $ 551,003
Common stock issued-
employee benefit plans....... 266 3,187 -- -- -- 3,452
Exercise of stock options
for cash and by
surrender of shares.......... 1,782 6,716 -- (6,350) -- 2,149
Tax benefit of options
exercised.................... -- 6,416 -- -- -- 6,416
Dividends paid ($0.08 per
share)....................... -- -- (7,561) -- -- (7,561)
Treasury stock repurchase......... (1,955) 1,955 -- (83,664) -- (83,664)
Treasury stock issued............. -- 5 -- 70 -- 75
Comprehensive income, net of
tax:
Net income................... -- -- 79,684 -- -- 79,684
Foreign currency
translation adjustment... -- -- -- -- (85) (85)
Change in net unrealized
gain (loss) on
long-term investments,
net of reclassification
adjustments (net of
tax of $481)............. -- -- -- -- 897 897
---------
Total comprehensive income........ 80,496
--------- ---------- -------- --------- --------- ---------
Balance at December 31, 2001...... 109,352 188,158 640,635 (384,486) (1,293) 552,366
Common stock issued-
employee benefit plans....... 95 1,501 -- -- -- 1,596
Exercise of stock options
for cash and by
surrender of shares.......... 1,908 11,642 -- (7,085) -- 6,465
Tax benefit of options
exercised.................... -- 8,914 -- -- -- 8,914
Dividends paid ($0.05 per
share)....................... -- -- (4,570) -- -- (4,570)
Treasury stock repurchase......... (301) 301 -- (47,671) -- (47,671)
Treasury stock issued............. -- 13 -- 34 -- 47
Comprehensive income, net of
tax:
Net income................... -- -- 44,358 -- -- 44,358
Foreign currency
translation adjustment... -- -- -- -- 1,296 1,296
---------
Total comprehensive income........ 45,654
--------- ---------- -------- --------- --------- ---------
Balance at June 30, 2002.......... $ 111,054 $ 210,529 $680,423 $(439,208) $ 3 $ 562,801
========= ========== ======== ========= ========= =========
See Notes to Unaudited Condensed Consolidated Financial Statements.
8
Harte-Hanks, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited Condensed Consolidated Financial Statements include
the accounts of Harte-Hanks, Inc. and subsidiaries (the "Company").
The statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America 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. Operating results for the three
months and six months ended June 30, 2002 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2002. For further
information, refer to the consolidated financial statements and footnotes
included in the Company's annual report on Form 10-K for the year ended December
31, 2001.
Certain prior period amounts have been reclassified for comparative purposes.
NOTE B - RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001 as well as all
purchase method business combinations completed after June 30, 2001. SFAS No.
141 also specifies criteria intangible assets acquired in a purchase method
business combination must meet to be recognized and reported apart from
goodwill. SFAS No. 142 requires that goodwill and intangible assets with
indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of SFAS No. 142.
SFAS No. 142 also requires that intangible assets with definite useful lives be
amortized over their respective estimated useful lives to their estimated
residual values, and reviewed for impairment in accordance with SFAS No. 121,
"Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to
be Disposed Of". The Company does not believe any of its previously recorded
intangibles have an indefinite life and such recorded intangibles are amortized
over their respective estimated useful lives.
The Company adopted the provisions of SFAS No. 141 on July 1, 2001, and the
provisions of SFAS No. 142 on January 1, 2002. In connection with the adoption
of SFAS No. 141 and 142, the Company evaluated its existing intangible assets
and goodwill, and did not find it necessary to make any reclassifications in
order to conform to the new criteria in SFAS No. 141 for recognition apart from
goodwill. The Company has reassessed the useful lives and residual values of all
intangible assets acquired in purchase business combinations, and did not find
it necessary to make any amortization period adjustments. In addition, to the
extent an intangible asset was identified as having an indefinite useful life,
the Company was required to test the intangible asset for impairment in
accordance with the provisions of SFAS No. 142 prior to July 1, 2002.
In connection with the transitional goodwill impairment evaluation, SFAS No. 142
requires the Company to perform an assessment of whether there is an indication
that goodwill and equity-method goodwill is impaired as of the date of adoption.
The Company identified its reporting units as Customer Relationship Management
9
(CRM), Marketing Services, and Shoppers, and determined the carrying value of
each of these reporting units by assigning the assets and liabilities, including
the existing goodwill and intangible assets, to those reporting units as of
January 1, 2002. The Company has also estimated the fair value of each of its
reporting units using both discounted cash flows and cash flow multiple models.
In both of these models, the estimated fair value of each of the reporting units
exceeded its carrying amount, indicating that the reporting unit's goodwill and
intangibles were not impaired as of the date of adoption. Therefore it was not
necessary to perform the second step of the transitional impairment test. Had
this second step been necessary, it would have involved comparing the implied
fair value of the reporting unit's goodwill, determined by allocating the
reporting unit's fair value to all of its assets and liabilities (recognized and
unrecognized) in a manner similar to a purchase price allocation in accordance
with SFAS No. 141, to its carrying amount, both of which would be measured as of
January 1, 2002. Any transitional impairment loss would have been measured as of
January 1, 2002 and would have been recognized as the cumulative effect of a
change in accounting principle in the Company's statement of operations.
As of the date of adoption, January 1, 2002, the Company had unamortized
goodwill in the amount of $434.5 million and unamortized identifiable intangible
assets in the amount of $3.9 million, all of which were subject to the
transition provisions of SFAS No. 141 and 142. As of June 30, 2002, the Company
had unamortized goodwill in the amount of $437.3 and unamortized identifiable
intangible assets were $3.6 million. Amortization expense related to goodwill
was $4.0 million and $8.1 for the three months and six months ended June 30,
2001, respectively.
A reconciliation of the effects of the adoption of Statement No. 142 on net
income and basic and diluted earnings per share is presented on the face of the
Consolidated Statements of Operations. For the purposes of these footnotes, all
2001 numbers have been restated as if SFAS No. 142 had been adopted for the
period.
In April 2002, the Financial Accounting Standards Board issued SFAS No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections". SFAS No. 145 rescinds SFAS No. 4, "Reporting
Gains and Losses from Extinguishment of Debt", and an amendment of that
Statement, SFAS No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements". This Statement also rescinds SFAS No. 44, "Accounting for
Intangible Assets of Motor Carriers". This Statement amends SFAS No. 13,
"Accounting for Leases", to eliminate an inconsistency between the required
accounting for sale-leaseback transactions and the required accounting for
certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. This Statement also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions. SFAS No. 145
is effective for transactions occurring after May 15, 2002. The Company adopted
SFAS No. 145 on May 16, 2002 with no material impact on its financial
statements.
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities", issued in July 2002, addresses financial accounting and reporting
for costs associated with exit or disposal activities. SFAS No. 146 requires
that a liability be recognized for those costs only when the liability is
incurred and can be measured at fair value. This statement nullifies Emerging
Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity", which required
liability recognition for an exit cost when a company committed to an exit plan.
SFAS No. 146 is effective for exit or disposal activities that are initiated
after December 31, 2002. The Company will adopt SFAS No. 146 as of January 1,
2003.
10
At this time the Company does not believe that the adoption of SFAS No. 146 will
have a material impact on its financial statements.
NOTE C - INCOME TAXES
The Company's quarterly income tax provision of $15.1 million was calculated
using an effective income tax rate of approximately 38.6%. The Company's six
month income tax provision of $27.8 million, was calculated using an effective
income tax rate of approximately 38.5%. The Company's effective income tax rate
is derived by estimating pretax income and income tax expense for the year
ending December 31, 2002. The effective income tax rate calculated is higher
than the federal statutory rate of 35% due to the addition of state taxes and to
certain expenses recorded for financial reporting purposes which are not
deductible for federal income tax purposes.
NOTE D - STOCK SPLIT
In May 2002, the Company effected a three-for-two stock split in the form of a
50% stock dividend payable to holders of record on May 20, 2002. All share, per
share and average share information in the Consolidated Financial Statements and
the Notes thereto have been restated to reflect the stock split.
11
NOTE E - EARNINGS PER SHARE
A reconciliation of basic and diluted earnings per share (EPS) is as follows:
Three Months Ended June 30,
---------------------------
In thousands, except per share amounts 2002 2001
- -------------------------------------- ---------- ----------
BASIC EPS
Net Income......................................... $ 24,090 $ 23,794
========== ==========
Weighted-average common shares outstanding
used in earnings per share computations.......... 93,917 95,208
========== ==========
Earnings per common share.......................... $ 0.26 $ 0.25
========== ==========
DILUTED EPS
Net Income......................................... $ 24,090 $ 23,794
========== ==========
Shares used in diluted earnings per share
computations..................................... 96,408 97,593
========== ==========
Earnings per common share.......................... $ 0.25 $ 0.24
========== ==========
Computation of shares used in earnings per share
computations:
Average outstanding common shares.................. 93,917 95,208
Average common equivalent shares -
dilutive effect of option shares................. 2,491 2,385
---------- ----------
Shares used in diluted earnings per share
computations..................................... 96,408 97,593
========== ==========
Six Months Ended June 30,
---------------------------
In thousands, except per share amounts 2002 2001
- -------------------------------------- ---------- ----------
BASIC EPS
Net Income......................................... $ 44,358 $ 45,142
========== ==========
Weighted-average common shares outstanding
used in earnings per share computations.......... 93,845 96,099
========== ==========
Earnings per common share.......................... $ 0.47 $ 0.47
========== ==========
DILUTED EPS
Net Income......................................... $ 44,358 $ 45,142
========== ==========
Shares used in diluted earnings per share
computations..................................... 96,367 98,583
========== ==========
Earnings per common share.......................... $ 0.46 $ 0.46
========== ==========
Computation of shares used in earnings per share
computations:
Average outstanding common shares.................. 93,845 96,099
Average common equivalent shares -
dilutive effect of option shares................. 2,522 2,484
---------- ----------
Shares used diluted in earnings per share
computations..................................... 96,367 98,583
========== ==========
12
NOTE F - BUSINESS SEGMENTS
Harte-Hanks is a highly focused targeted media company with operations in two
segments - direct and interactive marketing and shoppers.
Information about the Company's operations in different business segments:
Three Months Ended June 30,
---------------------------
In thousands 2002 2001
- ------------ ---------- ----------
Operating revenues
Direct Marketing.............................. $ 141,899 $ 147,754
Shoppers...................................... 85,980 80,900
---------- -----------
Total operating revenues.................. $ 227,879 $ 228,654
========== ===========
Operating Income
Direct Marketing.............................. $ 22,112 $ 24,345
Shoppers...................................... 20,041 18,450
Corporate Activities.......................... (2,172) (2,211)
---------- -----------
Total operating income.................... $ 39,981 $ 40,584
========== ===========
Income before income taxes
Operating income.............................. $ 39,981 $ 40,584
Interest expense.............................. (222) (746)
Interest income............................... 71 53
Other, net.................................... (595) (1,139)
---------- -----------
Total income before income taxes.......... $ 39,235 $ 38,752
========== ===========
Six Months Ended June 30,
---------------------------
In thousands 2002 2001
- ------------ ---------- ----------
Operating revenues
Direct Marketing.............................. $ 278,553 $ 305,547
Shoppers...................................... 164,233 155,227
---------- ----------
Total operating revenues.................. $ 442,786 $ 460,774
========== ==========
Operating Income
Direct Marketing.............................. $ 42,161 $ 48,817
Shoppers...................................... 35,550 32,250
Corporate Activities.......................... (4,269) (4,559)
---------- ----------
Total operating income.................... $ 73,442 $ 76,508
========== ==========
Income before income taxes
Operating income.............................. $ 73,442 $ 76,508
Interest expense.............................. (591) (1,733)
Interest income .............................. 121 214
Other, net.................................... (862) (1,611)
---------- ----------
Total income before income taxes.......... $ 72,110 $ 73,378
========== ==========
13
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations
- --------------------------------------------------------------------------------
For the purposes of the Management's Discussion and Analysis section of this
report, all 2001 numbers have been restated as if SFAS No. 142 had been adopted
for the period.
RESULTS OF OPERATIONS
Operating results were as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------------------------- -----------------------------------------
In thousands JUNE 30, 2002 JUNE 30, 2001 CHANGE JUNE 30, 2002 JUNE 30, 2001 CHANGE
- ------------ ------------- ------------- ------ ------------- ------------- ------
Revenues................. $ 227,879 $ 228,654 -0.3% $ 442,786 $ 460,774 -3.9%
Operating expenses....... 187,898 188,070 -0.1% 369,344 384,266 -3.9%
----------- ---------- ----------- ----------
Operating income......... $ 39,981 $ 40,584 -1.5% $ 73,442 $ 76,508 -4.0%
=========== ========== =========== ==========
Net income............... $ 24,090 $ 23,794 1.2% $ 44,358 $ 45,142 -1.7%
=========== ========== =========== ==========
Diluted earnings
per share............. $ 0.25 $ 0.24 4.2% $ 0.46 $ 0.46 0.0%
=========== ========== =========== ==========
Consolidated revenues declined 0.3% to $227.9 million and operating income
declined 1.5% to $40.0 million in the second quarter of 2002 when compared to
the second quarter of 2001. Overall operating expenses compared to 2001
decreased 0.1% to $187.9 million.
Net income increased 1.2% to $24.1 million in the second quarter of 2002 when
compared to the second quarter of 2001. Diluted earnings per share grew 4.2% to
25 cents per share, compared to 24 cents per share. The net income increase
resulted from $0.5 million in lower net interest expense and a $0.5 million
decrease in other non-operating expenses offsetting the 1.5% decline in
operating income.
DIRECT MARKETING
Direct and interactive marketing operating results were as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------------------------- -----------------------------------------
In thousands JUNE 30, 2002 JUNE 30, 2001 CHANGE JUNE 30, 2002 JUNE 30, 2001 CHANGE
- ------------ ------------- ------------- ------ ------------- ------------- ------
Revenues................. $ 141,899 $ 147,754 -4.0% $ 278,553 $ 305,547 -8.8%
Operating expenses....... 119,787 123,409 -2.9% 236,392 256,730 -7.9%
----------- ---------- ----------- ----------
Operating income......... $ 22,112 $ 24,345 -9.2% $ 42,161 $ 48,817 -13.6%
=========== ========== =========== ==========
Direct and interactive marketing revenues decreased $5.6 million, or 4.0%, in
the second quarter of 2002 compared to 2001. These results reflect declines in
the financial services and pharmaceutical/healthcare industry sectors. Partially
offsetting these results were increased revenues from the high-tech/telecom
industry sector and the retail sector, direct and interactive marketing's
largest vertical market. The segment's select markets group also had increased
revenues, primarily from the automotive sector, that were attributable to the
November 2001 acquisition of Sales Support Services, Inc. Both Customer
Relationship Management (CRM) and Marketing Services revenues declined from the
prior year. CRM experienced revenue declines in internet services, data
processing, lead generation and agency business partially offset by increased
revenues from software sales and fulfillment services and revenues attributable
to the acquisition noted above. Marketing Services experienced revenue declines
in its targeted mail and telesales businesses, partially offset by increased
revenues from its logistics and print operations.
Operating expenses decreased $3.6 million, or 2.9%, in the second quarter of
2002
14
compared to 2001. The overall decrease in operating expenses was primarily due
to the Company's efforts to manage its cost structure in response to the decline
in revenues, as well as reduced variable expenses resulting from lower revenue
levels. Partially offsetting this decrease were increased operating expenses
related to the prior year acquisition noted above. Labor costs decreased $5.5
million due to lower volumes and staff reductions. Production and distribution
costs increased $2.2 million, primarily due to increased logistics costs,
partially offset by decreased volumes. General and administrative expense
decreased $0.4 million due to decreased professional services expenses.
Direct and interactive marketing revenues decreased $27.0 million, or 8.8%, in
the first six months of 2002 compared to the first six months of 2001. Both CRM
and Marketing Services revenues declined from the prior year. These results
reflect declines in almost all of direct and interactive marketing's vertical
markets, including declines in the segment's largest vertical markets, retail,
financial services, high-tech/telecom and pharmaceutical/healthcare. These
revenue declines were partially offset by increased revenues from the segment's
select markets group, primarily the automotive sector, and revenues attributable
to the November 2001 acquisition of Sales Support Services, Inc.
Operating expenses decreased $20.3 million, or 7.9%, in the first half of 2002
compared to the first half of 2001. The overall decrease in operating expenses
was primarily due to the Company's efforts to manage its cost structure in
response to the decline in revenues, as well as reduced variable expenses
resulting from lower revenue levels. Partially offsetting this decrease were
increased operating expenses related to the prior year acquisition noted above.
Labor costs decreased $16.2 million due to lower volumes and staff reductions.
Production and distribution costs decreased $1.4 million due primarily to
decreased volumes, partially offset by increased logistics costs. General and
administrative expense decreased $3.5 million due to decreased employee and
professional services expenses.
SHOPPERS
Shopper operating results were as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------------------------- -----------------------------------------
In thousands JUNE 30, 2002 JUNE 30, 2001 CHANGE JUNE 30, 2002 JUNE 30, 2001 CHANGE
- ------------ ------------- ------------- ------ ------------- ------------- ------
Revenues................. $ 85,980 $ 80,900 6.3% $ 164,233 $ 155,227 5.8%
Operating expenses....... 65,939 62,450 5.6% 128,683 122,977 4.6%
----------- ---------- ----------- ----------
Operating income......... $ 20,041 $ 18,450 8.6% $ 35,550 $ 32,250 10.2%
=========== ========== =========== ==========
Shopper revenues increased $5.1 million, or 6.3%, in the second quarter of 2002
compared to 2001. Revenue increases were the result of improved sales in
established markets as well as new year-over-year geographic expansions into new
neighborhoods, primarily in California. From a product-line perspective,
Shoppers had growth in both its in-book products, primarily core, real estate
and automotive related advertising, and its distribution products, primarily
4-color glossy heatset flyers. These increases were partially offset by declines
in employment advertising and coupon book.
Operating expenses increased $3.5 million, or 5.6%, in the second quarter of
2002 compared to 2001. Labor costs increased $1.8 million during the quarter due
to higher volumes. Production costs increased $1.0 million, including additional
postage of $1.3 million due to increased volumes and higher postage rates.
General and administrative costs increased $0.7 million due to increased
promotion and facilities costs. Partially offsetting these increased operating
expenses were decreased paper costs due to lower rates for both newsprint and
job paper.
Shopper revenues increased $9.0 million, or 5.8%, in the first six months of
2002 compared to the first six months of 2001. Revenue increases were the result
of improved sales in established markets as well as new year-over-year
geographic
15
expansions into new neighborhoods, primarily in California. From a product-line
perspective, Shoppers had growth in both its in-book products, primarily core,
real estate and automotive related advertising, and its distribution products,
primarily 4-color glossy heatset flyers and preprinted inserts. These increases
were partially offset by declines in employment advertising and coupon book.
Operating expenses increased $5.7 million, or 4.6%, in the first half of 2002
compared to the first half of 2001. Labor costs increased $3.3 million during
the quarter due to higher volumes. Production costs increased $1.8 million,
including additional postage of $2.2 million due to increased volumes and higher
postage rates. General and administrative costs increased $0.6 million due to
increased insurance and facilities costs. Partially offsetting these increased
operating expenses were decreased paper costs due to lower rates for both
newsprint and job paper.
Other Income and Expense
- ------------------------
Other net expense for the second quarter and first half of 2002 primarily
consists of bank charges and stockholders expenses. In the second quarter and
first half of 2001 the Company recorded losses of approximately $1.2 million and
$1.7 million, respectively, on the write-down of investments. The Company sold
all of its remaining equity investments in the fourth quarter of 2001 and has
not held any such investments during 2002.
Interest Expense/Interest Income
- --------------------------------
Interest expense decreased $0.5 million in the second quarter of 2002 and $1.1
million in the first six months of 2002 over the same periods in 2001. The
increase was due primarily to higher debt levels and higher interest rates in
the first half of 2001.
Interest income was flat in the second quarter of 2001 and increased $0.1
million in the first six months of 2002 compared to the same periods in 2001.
These results were due to larger cash and investment balances partially offset
by lower interest rates in the first half of 2002.
Income Taxes
- ------------
The Company's income tax expense increased $0.2 million in the second quarter of
2002 and decreased $0.5 million in the first half of 2002 compared to the same
periods in 2001. These changes were due primarily to the changes in pre-tax
income levels. The effective tax rate was 38.6% for the second quarters of both
2002 and 2001. The effective tax rate was 38.5% for the first six months of both
2002 and 2001.
Liquidity and Capital Resources
- -------------------------------
Cash provided by operating activities for the six months ended June 30, 2002 was
$75.0 million, compared to $82.2 million for the six months ended June 30, 2001.
The decrease in 2002 primarily relates to collections of a lower accounts
receivable balance at December 31, 2001 than at December 31, 2000. Net cash
outflows from investing activities were $9.1 million for the first six months of
2002 compared to net cash outflows of $18.9 million for the first six months of
2001. The decrease in 2002 primarily relates to lower capital expenditures in
2002 than in 2001. Net cash outflows from financing activities were $79.3
million in 2002 compared to net cash outflows of $68.7 million in 2001. The cash
outflows in 2002 and 2001 are attributable primarily to the repurchase of the
Company's stock and net repayments of borrowings.
Capital resources are available from and provided through the Company's two
unsecured credit facilities. These credit facilities, two $100 million variable
rate, revolving loan commitments, were put in place on November 4, 1999. All
borrowings under the $100 million revolving Three-Year Credit Agreement are to
be
16
repaid by November 4, 2002. On October 26, 2001 the Company was granted a
364-day extension to its $100 million revolving 364-Day Credit Agreement. All
borrowings under the $100 million revolving 364-Day Credit Agreement are to be
repaid by October 25, 2002. As of June 30, 2002, the Company had $193 million of
unused borrowing capacity under these two credit facilities. Management believes
that its credit facilities, together with cash provided from operating
activities, will be sufficient to fund operations and anticipated acquisitions
and capital expenditures needs for the foreseeable future.
The Company has classified its debt at June 30, 2002 as long-term as it is the
Company's intent to refinance all outstanding balances under these credit
facilities at the time they expire. The Company believes it will be able to
obtain additional credit facilities at comparable amounts and terms based on the
Company's financial position and relationships with its existing lenders.
Factors That May Affect Future Results and Financial Condition
- --------------------------------------------------------------
From time to time, in both written reports and oral statements by senior
management, the Company may express its expectations regarding its future
performance. These "forward-looking statements" are inherently uncertain, and
investors should realize that events could turn out to be other than what senior
management expected. Set forth below are some key factors which could affect the
Company's future performance, including its revenues, net income and earnings
per share; however, the risks described below are not the only ones the Company
faces. Additional risks and uncertainties that are not presently known, or that
the Company currently considers immaterial, could also impair the Company's
business operations.
Legislation -- There could be a material adverse impact on the Company's direct
and interactive marketing business due to the enactment of legislation or
industry regulations arising from public concern over consumer privacy issues.
Restrictions or prohibitions could be placed upon the collection and use of
information that is currently legally available.
Data Suppliers -- There could be a material adverse impact on the Company's
direct and interactive marketing business if owners of the data the Company uses
were to withdraw the data. Data providers could withdraw their data if there is
a competitive reason to do so or if legislation is passed restricting the use of
the data.
Acquisitions -- In recent years the Company has made a number of acquisitions in
its direct and interactive marketing segment, and it expects to pursue
additional acquisition opportunities. Acquisition activities, even if not
consummated, require substantial amounts of management time and can distract
from normal operations. In addition, there can be no assurance that the
synergies and other objectives sought in acquisitions will be achieved.
Competition -- Direct and interactive marketing is a rapidly evolving business,
subject to periodic technological advancements, high turnover of customer
personnel who make buying decisions, and changing customer needs and
preferences. Consequently, the Company's direct and interactive marketing
business faces competition in both of its sectors -- CRM and Marketing Services.
The Company's shopper business competes for advertising, as well as for readers,
with other print and electronic media. Competition comes from local and regional
newspapers, magazines, radio, broadcast and cable television, shoppers and other
communications media that operate in the Company's markets. The extent and
nature of such competition are, in large part, determined by the location and
demographics of the markets targeted by a particular advertiser, and the number
of media alternatives in those markets. Failure to continually improve the
Company's current processes and to develop new products and services could
result in the loss of the Company's customers to current or future competitors.
In addition, failure to gain market acceptance of new products and services
could adversely affect the Company's growth.
17
Qualified Personnel -- The Company believes that its future prospects will
depend in large part upon its ability to attract, train and retain highly
skilled technical, client services and administrative personnel. While dependent
on employment levels and general economic conditions, qualified personnel
historically have been in great demand and from time to time and in the
foreseeable future will likely remain a limited resource.
Postal Rates -- The Company's shoppers and direct and interactive marketing
services depend on the United States Postal Service ("USPS") to deliver
products. The Company's shoppers are delivered by standard mail, and postage is
the second largest expense, behind payroll, in the Company's shopper business.
Standard postage rates increased at the beginning of the third quarter of 2002.
Future postage rates may also be impacted by the USPS's response to the threats
to the postal service that occurred last year. Overall shopper postage costs are
expected to grow moderately as a result of this increase as well as anticipated
increases in circulation and insert volumes. Postal rates also influence the
demand for the Company's direct and interactive marketing services even though
the cost of mailings is borne by the Company's customers and is not directly
reflected in the Company's revenues or expenses.
Paper Prices -- Paper represents a substantial expense in the Company's shopper
operations. In recent years newsprint prices have fluctuated widely, and such
fluctuations can materially affect the results of the Company's operations.
Economic Conditions -- Changes in national economic conditions can affect levels
of advertising expenditures generally, and such changes can affect each of the
Company's businesses. In addition, revenues from the Company's shopper business
are dependent to a large extent on local advertising expenditures in the markets
in which they operate. Such expenditures are substantially affected by the
strength of the local economies in those markets. Direct and interactive
marketing revenues are dependent on national and international economics.
Interest Rates -- Interest rate movements in Europe and the United States can
affect the amount of interest the Company pays related to its debt and the
amount it earns on cash equivalents. The Company's primary interest rate
exposure is to interest rate fluctuations in Europe, specifically EUROLIBOR
rates due to their impact on interest related to the Company's two $100 million
credit facilities. The Company also has exposure to interest rate fluctuations
in the United States, specifically money market, commercial paper and overnight
time deposit rates as these affect the Company's earnings on its excess cash.
3. Quantitative and Qualitative Disclosures About Market Risk
- --------------------------------------------------------------------------------
The Company's earnings are affected by changes in short-term interest rates as a
result of its revolving credit agreements, which bear interest at floating
rates. The Company does not believe that it has significant exposure to market
risks associated with changing interest rates as of June 30, 2002. The Company
does not use derivative financial instruments in its operations.
The Company's earnings are also affected by fluctuations in foreign exchange
rates as a result of its operations in foreign countries. Due to the level of
operations in foreign countries, the impact of fluctuations in foreign exchange
rates is not significant to the Company's overall earnings.
18
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders on May 7, 2002. At the
meeting the stockholders were requested to vote on the following:
a) To elect Houston H. Harte and Richard M. Hochhauser as Class III directors
for a three-year term. The result of the vote was as follows:
For Withheld
---------- ---------
Houston H. Harte 54,157,000 507,918
Richard M. Hochhauser 48,976,824 5,688,094
The names of each director whose term of office continued are: David L.
Copeland, Dr. Peter T. Flawn, Larry Franklin, Christopher M. Harte, James
L. Johnson and William K. Gayden.
b) To approve an amendment to the Company's 1994 Employee Stock Purchase Plan
that increases by two million the number of shares of common stock that may
be issued under the plan. The result of the vote was as follows:
For Against Abstain
---------- --------- -------
53,470,826 1,157,992 36,100
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. See index to Exhibits on Page 20.
(b) No Form 8-K was filed during the three months ended June 30, 2002.
19
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
HARTE-HANKS, INC.
August 13, 2002 /s/ Jacques D. Kerrest
--------------- ----------------------------------
Date Jacques D. Kerrest
Senior Vice President, Finance and
Chief Financial Officer
20
EXHIBIT INDEX
Exhibit
No. Description of Exhibit Page No.
- ------- --------------------------------------------------------------- --------
3(a) Amended and Restated Certificate of Incorporation (filed as
Exhibit 3(a) to the Company's Form 10-K for the year ended
December 31, 1993 and incorporated by reference herein).
3(b) Second Amended and Restated Bylaws (filed as Exhibit 3(b) to
the Company's Form 10-Q for the nine months ended September 30,
2001 and incorporated by reference herein).
3(c) Amendment dated April 30, 1996 to Amended and Restated
Certificate of Incorporation (filed as Exhibit 3(c) to the
Company's Form 10-Q for the nine months ended September 30, 1996
and incorporated by reference herein).
3(d) Amendment dated May 5, 1998 to Amended and Restated Certificate
of Incorporation (filed as Exhibit 3(d) to the Company's Form
10-Q for the six months ended June 30, 1998 and incorporated by
reference herein).
3(e) Amended and Restated Certificate of Incorporation as amended
through May 5, 1998 (filed as Exhibit 3(e) to the Company's Form
10-Q for the six months ended June 30, 1998 and incorporated by
reference herein).
4(a) 364-Day Credit Agreement dated as of November 4, 1999 between
Harte-Hanks, Inc. and the Lenders named therein [$100 million]
(filed as Exhibit 4(a) to the Company's form 10-Q for the nine
months ended September 30, 1999 and incorporated by reference
herein).
4(b) Three-Year Credit Agreement dated as of November 4, 1999 between
Harte-Hanks, Inc. and the Lenders named therein [$100 million]
(filed as Exhibit 4(b) to the Company's form 10-Q for the nine
months ended September 30, 1999 and incorporated by reference
herein).
4(c) Amendment No. 3 dated October 26, 2001 to 364-Day Credit
Agreement [$100 million] (filed as Exhibit 4(c) to the Company's
Form 10-Q for the nine months ended September 30, 2001 and
incorporated by reference herein).
4(d) Other long term debt instruments are not being filed pursuant to
Section (b)(4)(ii) of Item 601 of Regulation S-K. Copies of such
instruments will be furnished to the Commission upon request.
10(a) 1984 Stock Option Plan (filed as Exhibit 10(d) to the Company's
Form 10-K for the year ended December 31, 1984 and
incorporated herein by reference).
10(b) Registration Rights Agreement dated as of September 11, 1984
among HHC Holding Inc. and its stockholders (filed as Exhibit
10(b) to the Company's Form 10-K for the year ended December
31, 1993 and incorporated by reference herein).
21
Exhibit
No. Description of Exhibit Page No.
- ------- --------------------------------------------------------------- --------
10(c) Severance Agreement between Harte-Hanks, Inc. and Larry
Franklin, dated as of December 15, 2000 (filed as Exhibit
10(c) to the Company's Form 10-K for the year ended December
31, 2000 and incorporated by reference herein).
10(d) Severance Agreement between Harte-Hanks, Inc. and Richard M.
Hochhauser dated as of December 15, 2000 (filed as Exhibit
10(d) to the Company's Form 10-K for the year ended
December 31, 2000 and incorporated by reference herein).
10(e) Form 1 of Severance Agreement between Harte-Hanks, Inc. and
certain Executive Officers of the Company, dated as of
December 15, 2000 (filed as Exhibit 10(e) to the Company's
Form 10-K for the year ended December 31, 2000 and
incorporated by reference herein).
10(f) Form 2 of Severance Agreement between Harte-Hanks, Inc. and
certain Executive Officers of the Company, dated as of
December 15, 2000 (filed as Exhibit 10(f) to the Company's
Form 10-K for the year ended December 31, 2000 and
incorporated by reference herein).
10(g) Harte-Hanks, Inc. Amended and Restated Restoration Pension Plan
dated as of January 1, 2000 (filed as Exhibit 10(f) to the
Company's Form 10-K for the year ended December 31, 1999 and
Incorporated by reference herein).
10(h) Harte-Hanks Communications, Inc. 1996 Incentive Compensation
Plan (filed as Exhibit 10(p) to the Company's Form 10-Q for the
nine months ended September 30, 1996 and incorporated by reference
herein).
10(i) Harte-Hanks, Inc. Amended and Restated 1991 Stock Option Plan
(filed as Exhibit 10(h) to the Company's Form 10-Q for the six
months ended June 30, 2000 and incorporated by reference herein).
10(j) Harte-Hanks, Inc. 1998 Director Stock Plan (filed as Exhibit 10(h)
to the Company's Form 10-Q for the six months ended June 30, 1998
and incorporated by reference herein).
10(k) Harte-Hanks, Inc. Deferred Compensation Plan (filed as Exhibit
10(i) to the Company's Form 10-K for the year ended December
31, 1998 and incorporated by reference herein).
10(l) Amendment One to Harte-Hanks, Inc. Amended and Restated
Restoration Plan dated December 18, 2000 (filed as Exhibit 10(l)
to the Company's Form 10-K for the year ended December 31, 2000
and incorporated by reference herein).
10(m) Agreement between Harte-Hanks, Inc. and Larry Franklin
regarding role of Chairman of the Board of Directors of
Harte-Hanks, Inc. dated as of April 1, 2002 (filed as Exhibit
10(m) to the Company's Form 10-Q for the three months ended
March 31, 2002 and incorporated by reference herein).
22
Exhibit
No. Description of Exhibit Page No.
- ------- --------------------------------------------------------------- --------
*21 Subsidiaries of the Company. 23
*99(a) Certification of Chief Executive Officer pursuant to 18 U.S.C 24
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
*99(b) Certification of Chief Financial Officer pursuant to 18 U.S.C 25
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
- --------------
*Filed herewith