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Index to Financial Statements

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K

 


 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

 

For the fiscal year ended December 31, 2003

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

 

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

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

200 Concord Plaza Drive

San Antonio, Texas

  78216
(Address of principal executive officers)   (Zip Code)

 

Registrant’s telephone number, including area code — 210-829-9000

 


 

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

 

Title of each class


 

Name of each

exchange on which registered


Common Stock   New York Stock Exchange

 

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

 

None

(Title of class)

 


 

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 by check mark if disclosure of delinquent filings pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    Yes  x    No  ¨

 

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x     No  ¨

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates based on the $19.00 per share closing price for the Company’s Common Stock on the New York Stock Exchange as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2003): approximately $1,109,000,000.

 

Indicate the number of shares outstanding of each of the registrant’s classes of Common Stock as of January 31, 2004: 87,530,704

 

Documents incorporated by reference:

 

Portions of the Proxy Statement for the Company’s May 18, 2004 Annual Meeting of Stockholders are incorporated by reference in Part III of this report.

 



Table of Contents
Index to Financial Statements

Harte-Hanks, Inc.

Table of Contents

Form 10-K Report

December 31, 2003

 

         Page

Part I

        

Item 1.

 

Business

   3

Item 2.

 

Properties

   8

Item 3.

 

Legal Proceedings

   8

Item 4.

 

Submission of Matters to a Vote of Security Holders

   9

Part II

        

Item 5.

 

Market for Registrant’s Common Equity and Related Stockholder Matters

   9

Item 6.

 

Selected Financial Data

   10

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   11

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

   20

Item 8.

 

Financial Statements and Supplementary Data

   20

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

   20

Item 9A

 

Controls and Procedures

   20

Part III

        

Item 10.

 

Directors and Executive Officers of the Registrant

   21

Item 11.

 

Executive Compensation

   21

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management

   21

Item 13.

 

Certain Relationships and Related Transactions

   21

Item 14.

 

Principal Accounting Fees and Services

   21

Part IV

        

Item 15.

 

Exhibits, Financial Statement Schedules and Reports on Form 8-K

   21

Signatures

       24

 

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ITEM 1. BUSINESS

 

INTRODUCTION

 

Harte-Hanks is a worldwide direct and targeted marketing company that provides direct marketing services and shopper advertising opportunities to a wide range of local, regional, national and international consumer and business-to-business marketers.

 

The Company’s direct marketing business operates both nationally and internationally, while its shopper business operates in selected local and regional markets in California and Florida. The Company believes that marketing continues to undergo a transition from traditional mass media marketing to direct and targeted marketing. The transition is being driven by the increasing sophistication and efficiency of technology and a growing need among marketers to customize the products and services they offer to customers. Direct marketing, which represented 62% of the Company’s revenues in 2003, is a leader in the movement toward highly targeted marketing. The Company’s shopper business applies similar targeting principles. Harte-Hanks strategy is based on five key elements: being a market leader in each of its businesses; increasing revenues through growing its base businesses; introducing new products; entering new markets and making acquisitions; using technology to create competitive advantages; employing people who delight its clients; and creating shareholder value.

 

Harte-Hanks is the successor to a newspaper business begun in Texas in the early 1920’s by Houston Harte and Bernard Hanks. In 1972, the Company went public and was listed on the New York Stock Exchange. The Company became private in a leveraged buyout initiated by management in 1984. In 1993, the Company again went public and listed its common stock on the NYSE. In 1997, the Company sold all of its remaining traditional media operations (consisting of newspapers, television and radio companies) in order to focus all of its efforts on two business segments - direct marketing services and shoppers operations.

 

Harte-Hanks provides public access to all reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “1934 Act”). These documents may be accessed free of charge on Harte-Hanks’ website at the following address: http://www.harte-hanks.com. Since November 15, 2002, these documents have been provided as soon as practical after they are filed with the SEC. The documents may also be found at the SEC’s website at http://www.sec.gov.

 

DIRECT MARKETING

 

General

 

Harte-Hanks operates a worldwide direct and targeted marketing company that provides direct marketing services to a wide range of local, regional, national and international consumer and business-to-business marketers. The Company utilizes advanced technologies to enable its clients to identify, reach, influence and nurture their customers. The Company believes that developments in technology and trends toward more sophisticated marketing analysis and measurement will continue to result in increased usage of direct marketing services. Harte-Hanks Direct Marketing improves the return on its clients’ marketing investment with a range of services organized around five solution points: Construct and update the database – Access the data – Analyze the data – Apply the knowledge – Execute the programs. The Company’s client base is both domestic and international. In 2003, Harte-Hanks Direct Marketing had revenues of $584.8 million, which accounted for approximately 62% of the Company’s total revenues.

 

Harte-Hanks Direct Marketing uses technology as an enabler to capture, analyze and disseminate customer and prospect data across all points of customer contact. The Company helps clients manage the inquiries they receive from their marketing efforts, whether from Web sites, e-mail, toll-free numbers, trade

 

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shows or other sources. These inquiries, or leads, are qualified, tracked and distributed both to appropriate sales channels and to client management for analysis, decision-making and/or additional interaction in order for clients to more effectively manage their customer and prospect relationships. Using proprietary software and open software solutions, the Company also builds contact databases for its clients using the information gained from these activities. These databases help clients measure the return on their marketing communications and make more informed decisions about future marketing efforts.

 

The Company also builds customized marketing databases for specific clients and provides them with easy-to-use tools to perform analysis and to target their best customers and prospects. Using its proprietary name and address matching software, the Trillium Software System®, the Company standardizes large numbers of customer records from multiple sources, integrates them into a single database for each client and, if needed, appends demographic and lifestyle information.

 

Relational databases are built for clients from a range of facilities, each specializing in specific market segments. These databases are moved to the client’s site or maintained at Harte-Hanks with online access to client locations. In addition to building a client’s database and providing software solutions for analytics and campaign management, Harte-Hanks performs regular database updates. Harte-Hanks also offers its software module, the Trillium Software System®, for clients who want to integrate data quality capabilities into their data warehouse or operational systems.

 

In addition, the Company operates as a service bureau, preparing list selections, maximizing deliverability and reducing clients’ mailing costs through sophisticated postal coding, hygiene and address updates through a non-exclusive National Change of Address license with the U.S. Postal Service.

 

As a further extension of the client’s marketing arm, Harte-Hanks provides marketing research and analytics services. Specific capabilities include tracking and reporting, media analysis, modeling, database profiling, primary data collection, marketing applications, consulting and program development.

 

Harte-Hanks also offers direct marketing agency services to create the plan to manage direct marketing communication efforts. These services combine information-based strategy and brand-building creative efforts across both traditional direct and interactive media.

 

Harte-Hanks also provides a variety of services to help clients develop and execute targeted marketing communication programs. These include such upfront services as creative and graphics, along with back-end services such as printing, personalization of communication pieces using laser and inkjet printing, target mail and fulfillment, and transportation logistics.

 

The Company’s mail tracking capability and long-standing relationships with the U.S. Postal Service help ensure that customer mailings reach their destinations on time. By controlling the final stage of the print distribution process through its logistics operations, the Company facilitates the delivery of its clients’ materials while holding costs to a minimum.

 

Direct marketing services are marketed to specific industries or markets with services and software products tailored to each industry or market. Having established the basic technological foundation, the Company is able to provide services to new industries and markets by modifying its existing technology and information applications. The Company currently provides direct marketing services to all of its primary markets in addition to a range of select markets.

 

The Company continued to develop new solutions and enhance its products through several new strategic initiatives during 2003. Harte-Hanks expanded its CI Technology Database, a market intelligence tool that profiles technology platforms at hundreds of thousands of business locations on three continents, to

 

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include data on small and medium-sized businesses. Over the past year, Harte-Hanks has added comprehensive data on 220,000 small and medium-sized business locations in North America. The Company released Trillium Software System® Version 6 Unicode Edition for the Chinese and Korean markets. The Company also had two mail processing facilities certified by the United States Postal Service for compliance with its Mail Preparation Total Quality Management (MPTQM) program, making the facilities the first of their kind in the country to earn this quality distinction. MPTQM is a systematic prevention-based approach for managing the quality of the mail preparation process.

 

Depending on the needs of its clients, Harte-Hanks Direct Marketing capabilities are provided in an integrated approach through 37 facilities worldwide. Each of these centers possess some industry specialization and are linked together to support certain clients that experience volume spikes or seek high-growth needs. The Company also provides direct marketing services internationally through nine offices located outside of the United States.

 

Sales and Marketing

 

The national direct marketing sales forces of Harte-Hanks are headquartered in Cincinnati, Ohio, with additional offices maintained throughout the United States and Europe, as well as office locations in Australia and South America. The sales forces, with industry-specific knowledge and experience, emphasize the cross-selling of a full range of direct marketing services and are supported by employees in each sector. The overall sales focus is to position Harte-Hanks as a marketing partner and a single-source solution for a client’s targeted marketing needs.

 

Direct Marketing Facilities

 

Direct marketing services are provided at the following facilities:

 

National Offices

Austin, Texas

Baltimore, Maryland

Bellmawr, New Jersey

Billerica, Massachusetts

Bloomfield, Connecticut

Cincinnati, Ohio

Clearwater, Florida

Deerfield Beach, Florida

East Bridgewater, Massachusetts

Fort Worth, Texas

Fullerton, California

Glen Burnie, Maryland

Grand Prairie, Texas

Jacksonville, Florida

Lake Katrine, New York

Lake Mary, Florida

Langhorne, Pennsylvania

Monroe Township, New Jersey

New York, New York

Ontario, California

River Edge, New Jersey

  

San Diego, California

Shawnee, Kansas

Sterling Heights, Michigan

Valencia, California

Vineland, New Jersey

Westville, New Jersey

Wilkes-Barre, Pennsylvania

 

National Sales Headquarters

Cincinnati, Ohio

 

International Offices

Dublin, Ireland

Hasselt, Belgium

London, United Kingdom

Madrid, Spain

Melbourne, Australia

São Paulo, Brazil

Sevres, France

Stuttgart, Germany

Uxbridge, United Kingdom

 

For more information please refer to Item 2 - Properties.

 

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Competition

 

The Harte-Hanks direct marketing business faces competition from other direct marketing companies in each sector, as well as from print and electronic media and other forms of advertising. Harte-Hanks believes that its capabilities, combined with its national production capability, industry focus and ability to offer a full range of integrated services, enable the Company to compete effectively.

 

SHOPPERS

 

General

 

Harte-Hanks is the largest publisher of advertising shoppers in North America, based on weekly circulation and revenues, and is the only national targeted media company that focuses on shoppers as a core business. Shoppers are weekly advertising publications delivered free by third-class mail to all households in a particular geographic area. Shoppers offer advertisers a targeted, cost-effective local advertising system, with virtually 100% penetration in their area of distribution. Shoppers are particularly effective in large markets with high media fragmentation in which major metropolitan newspapers generally have low penetration.

 

As of December 31, 2003, Shoppers delivered more than 10 million shopper packages in four major markets each week covering the greater Los Angeles market (Los Angeles County, Orange County, Riverside County, San Bernardino County, Ventura County and Kern County), the greater San Diego market, Northern California (San Jose, Sacramento and Stockton) and South Florida (Dade County and Broward County). Two editions of the shopper publication are delivered to approximately 220,000 households in South Orange County where both an “early” and “late” edition PennySaver is published each week. The Company’s California publications account for 88% of Shoppers’ weekly circulation.

 

Harte-Hanks publishes 877 individual shopper editions each week distributed to zones of approximately 12,200 households each. This allows single-location, local advertisers to saturate a single geographic zone, while enabling multiple-location advertisers to saturate multiple zones. This unique delivery system gives large and small advertisers alike a cost-effective way to reach their target markets. The Company believes that its zoning capabilities and production technologies have enabled it to saturate and target areas in a number of ways including geographic, demographic, lifestyle, behavioral and language allowing its advertisers to effectively target their customers. The Company’s strategy is to increase its share of local advertising in its existing circulation areas, and, over time, to increase circulation through internal expansion into contiguous areas. In 2003, Harte-Hanks Shoppers had revenues of $359.8 million, accounting for approximately 38% of the Company’s total revenues.

 

The Company continued to develop new solutions and enhance its products through several strategic initiatives during 2003. Harte-Hanks Shoppers Northern California PennySaver began the transition to its new manufacturing facility and is expected to complete its relocation by the end of March, 2004. The new facility and associated equipment investment will provide Shoppers with the needed capacity for significant geographic expansion in Northern California. Harte-Hanks Shoppers launched Dreams, a four-color heatset magazine targeting travel, entertainment and lifestyle advertisers. The product is inserted into the PennySaver in higher-income markets of Southern California. Harte-Hanks Shoppers invested in color capacity for the San Diego market. The San Diego PennySaver now has the capability of having spot color on every page including color classifieds. Shoppers also introduced computer-to-plate (CTP) equipment in its greater Los Angeles manufacturing plants resulting in film and labor savings.

 

During 2003, Shoppers’ circulation coverage increased by approximately 485,000 households through geographic expansion and household growth in the markets Shoppers already serves. During the year distribution for the Harte-Hanks Shoppers publication The Flyer located in south Florida, geographically expanded by 27,700 households in the south Broward County market, expanded by 15,000 homes in Fort

 

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Lauderdale, and added 66,000 homes to its circulation by expanding into the communities of Pompano Beach and Coconut Creek. Harte-Hanks Shoppers Pennysaver publication in Southern California increased its coverage of the Southeast Los Angeles market by 44,000 households, added 26,000 homes in the Silverlake neighborhood and expanded into Bakersfield, adding 167,000 homes, during 2003. The Company believes that expansions provide increased revenues and, ultimately, increased operating income as the publications in these new areas mature. The Company now reaches almost 9.2 million households in California, or nearly 77% of the state’s total.

 

Publications

 

The following table sets forth certain information with respect to shopper publications:

 

          December 31, 2003

Market


  

Publication Name


   Circulation

  

Number of

Zones


Greater Los Angeles

   PennySaver    5,394,000    466

Greater San Diego

   PennySaver    1,743,500    141

Northern California

   PennySaver    2,259,000    166

South Florida

   The Flyer    1,308,300    104
         
  

Total:

        10,704,800    877

 

Shopper publications contain classified and display advertising and are primarily delivered to consumers’ homes by third-class saturation mail. The typical shopper publication contains approximately 47 pages and is 7 by 9 1/2 inches in size. Each edition, or zone, is targeted around a natural neighborhood marketing pattern. Shoppers also serve as a distribution vehicle for multiple ads from national and regional advertisers; “print and deliver” single-sheet inserts designed and printed by the Company; coupon books; preprinted inserts, and four-color glossy flyers printed by third party printers. In addition, Shoppers offer advertising over its internet sites – www.pennysaverusa.com for its California publications and www.theflyer.com for its South Florida publication.

 

The Company has acquired, developed and applied innovative technology and customized equipment in the publication of its shoppers, contributing to efficiency and growth. A proprietary pagination system has made it possible for the hundreds of weekly zoned editions to be designed, built and output to plate-ready negatives in a paperless, digital environment. Automating the production process saves on labor, newsprint and overweight postage. This software also allows for better ad tracking, immediate checks on individual zone and ad status, and more on-time press starts with less manpower.

 

Sales and Marketing

 

The Company maintains local Shoppers sales offices throughout its geographic markets and employs more than 620 commissioned sales representatives who develop both targeted and saturation advertising programs for customers. The sales organization provides service to both national and local advertisers through its telemarketing departments and field sales representatives. Shopper customers vary from individuals with a single item for sale to local neighborhood advertisers to large multi-location advertisers. The core customers continue to be local service businesses and small retailers. The Company also focuses its marketing efforts on larger national accounts by emphasizing its ability to deliver saturation advertising in defined zones, or even partial zones for inserts, in combination with advertising in the shopper publication.

 

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Additional focus is placed on particular industries/categories through the use of sales specialists. These sales specialists are primarily used to target automotive, real estate and employment advertisers.

 

The Company utilizes proprietary sales and marketing systems to enter customer orders directly from the field, instantly checking space availability, ad costs and other pertinent information. These systems efficiently facilitate the placement of advertising into multiple-zoned editions and include built-in error-reducing safeguards that aid in minimizing costly sales adjustments. In addition to allowing advertising information to be entered for immediate publication, these systems feed a relational customer database enabling sales personnel to access customer history by designated variables to facilitate the identification of similar potential customers and to assist with timely follow-up on existing customers.

 

Shoppers Facilities

 

Harte-Hanks shoppers are produced at owned or leased facilities in the markets they serve. The Company has five production facilities – three in Southern California, one in Northern California and one in its Florida market – and 30 sales offices.

 

For more information please refer to Item 2 - Properties.

 

Competition

 

Harte-Hanks shoppers compete primarily with metropolitan daily newspapers, shared mail packages and other local advertising media. Shoppers also compete in varying degrees for advertisers and readers with magazines, radio, broadcast and cable television, directories, internet sites, other shoppers and other communications media that operate in their markets. The Company believes that its production systems and technology, which enable it to publish separate editions in narrowly targeted zones, and it’s local ad content, allow it to compete effectively, particularly in large markets with high media fragmentation.

 

EMPLOYEES

 

As of December 31, 2003, Harte-Hanks employed 6,371 full-time employees and 655 part-time employees, as follows: direct marketing – 4,371 full-time and 294 part-time employees; shoppers – 1,981 full-time and 360 part-time employees; and corporate office – 19 full-time employees and 1 part-time employee. None of the work force is represented by labor unions. The Company considers its relations with its employees to be good.

 

ITEM 2. PROPERTIES

 

The Harte-Hanks executive offices are located in San Antonio, Texas and occupy approximately 17,000 square feet of leased premises. The Company’s business is conducted in facilities worldwide containing aggregate space of approximately 3.5 million square feet. Approximately 3.2 million square feet are held under leases, which expire at dates through 2023. The balance of the properties, used in the Company’s Southern California shopper operations, Westville, New Jersey direct marketing operations and Hasselt, Belgium direct marketing operations, are owned by the Company.

 

ITEM 3. LEGAL PROCEEDINGS

 

The Company from time to time becomes involved in various claims and lawsuits incidental to its businesses. In the opinion of management, after consultation with counsel, any ultimate liability arising out of currently pending claims and lawsuits will not have a material effect on the financial condition or operations of the Company.

 

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

Common Stock

 

The Company’s common stock is listed on the New York Stock Exchange (symbol: HHS). The reported high and low quarterly sales price ranges for 2003 and 2002 were as follows:

 

     2003

   2002

     High

   Low

   High

   Low

First Quarter

   19.56    17.10    21.13    17.64

Second Quarter

   19.65    17.19    22.68    19.29

Third Quarter

   19.98    18.35    21.43    16.05

Fourth Quarter

   22.15    18.41    20.38    17.45

 

In 2003, quarterly dividends were paid at the rate of 3.0 cents per share. In the first quarter of 2002, dividends were paid at the rate of 2.3 cents per share. In the second, third and fourth quarters of 2002, quarterly dividends were paid at the rate of 2.5 cents per share.

 

As of January 1, 2004, there are approximately 2,900 holders of record.

 

Incorporated herein by reference from the information in the Company’s definitive proxy statement for the May 18, 2004 Annual Meeting of Stockholders under the caption “Management — Directors and Executive Officers.”

 

Equity Compensation Plan Information

 

The following table sets forth certain information concerning securities authorized for issuance under equity compensation plans approved by the Company’s stockholders. The Company did not have any equity compensation plans that were not approved by the Company’s stockholders in 2003.

 

Plan Category


   Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights


    Weighted-average
exercise price of
outstanding options,
warrants and rights


   Number of securities
remaining available for
future issuance under
equity compensation plans


 

Equity compensation plans approved by stockholders

   7,377,984 (1)   $ 14.21    5,527,542 (2)

Equity compensation plans not approved by stockholders

   N/A       N/A    N/A  

(1) Options to be issued under the 1991 Stock Option Plan
(2) Includes 271,616, 2,999,787 and 2,256,139 shares available under the Director Stock Plan, the 1994 Employee Stock Purchase Plan and the 1991 Stock Option Plan, respectively.

 

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ITEM 6. SELECTED FINANCIAL DATA

 

Five-Year Financial Summary

 

In thousands, except per share amounts


   2003

    2002

    2001

    2000

    1999

 

Statement of Operations Data

                                        

Revenues

   $ 944,576     $ 908,777     $ 917,928     $ 960,773     $ 829,752  

Operating expenses

                                        

Payroll, production and distribution

     687,738       649,539       649,552       686,502       606,676  

Advertising, selling, general and administrative

     80,318       76,222       79,826       92,330       70,060  

Depreciation

     29,433       32,128       32,079       28,494       24,126  

Goodwill and intangible amortization

     600       600       16,841       15,226       10,662  
    


 


 


 


 


Total operating expenses

     798,089       758,489       778,298       822,552       711,524  
    


 


 


 


 


Operating income

     146,487       150,288       139,630       138,221       118,228  

Interest expense, net

     687       934       2,578       (384 )     (5,313 )

Net Income

     87,362       90,745       79,684       81,886       72,941  

Earnings per common share—diluted

     0.97       0.96       0.82       0.78       0.67  

Cash dividends per common share

     0.12       0.10       0.08       0.07       0.05  

Weighted-average common and common equivalent shares outstanding—diluted

     89,982       94,872       97,174       104,480       108,216  

Adjusted Data to exclude amortization of goodwill, net of tax effect (a)

                                        

Net Income

     87,362       90,745       91,700       92,638       80,707  

Earnings per common share—diluted

     0.97       0.96       0.94       0.89       0.75  

Segment Data

                                        

Revenues

                                        

Direct Marketing

     584,804       573,826       601,901       662,044       559,262  

Shoppers

     359,772       334,951       316,027       298,729       270,490  
    


 


 


 


 


Total revenues

   $ 944,576     $ 908,777     $ 917,928     $ 960,773     $ 829,752  
    


 


 


 


 


Operating income