U.S.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2021~~2022

☐

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: 001-07120

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)

~~2800 Wells Branch Parkway, Austin, Texas 78728~~2 Executive Drive, Suite 103, Chelmsford, MA 01824

(Address of principal executive offices, including zip code)

(512) 434-1100

(Registrant’s telephone number including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

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

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	~~HRTH~~HHS	~~OTCQX~~NASDAQ

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of shares outstanding of the issuer’s common stock as of ~~Octo~~July ~~ber~~ 15, 2~~021~~022 was ~~6,976,144~~7,032,528 shares.

	*September 30,*			*December 31,*			*June 30,*			*December 31,*
In thousands, except per share and share amounts	*2021*			*2020*			*2022*			*2021*
ASSETS
Current assets
Cash and cash equivalents	$	16,044		$	29,408		$	10,570		$	11,911
Restricted cash		2,645			4,154			2,337			3,222
Accounts receivable (less allowance for doubtful accounts of $411 at September 30, 2021 and $241 at December 31, 2020)		52,574			41,533
Accounts receivable (less allowance for doubtful accounts of $170 at June 30, 2022 and $266 at December 31, 2021)								44,894			41,051
Unbilled accounts receivable								5,157			8,134
Contract assets		333			613			337			622
Prepaid expenses		2,436			2,256			2,763			1,948
Prepaid income taxes and income tax receivable		7,492			7,388			6,752			7,456
Other current assets		954			886			11,068			1,031
Total current assets		82,478			86,238			83,878			75,375
Property, plant and equipment (less accumulated depreciation of $64,982 at September 30, 2021 and $69,662 at December 31, 2020)		7,140			5,878
Property, plant and equipment (less accumulated depreciation of $51,791 at June 30, 2022 and $52,512 at December 31, 2021)								9,328			7,747
Right-of-use assets		20,379			24,750			18,982			22,142
Other assets		2,467			2,632			1,972			2,597
Total assets	$	112,464		$	119,498		$	114,160		$	107,861

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	16,550			16,294		$	17,444		$	16,132
Accrued payroll and related expenses		6,256			5,248			4,858			7,028
Short-term debt		0			4,926
Deferred revenue and customer advances		4,977			4,661			6,164			3,942
Customer postage and program deposits		5,453			6,497			4,751			6,496
Other current liabilities		2,535			2,903			3,129			2,291
Short-term lease liabilities		6,615			6,663
Current portion of lease liabilities								5,307			6,553
Total current liabilities		42,386			47,192			41,653			42,442

Long-term debt, net of current portion		13,100			22,174
Pensions		64,341			67,490
Long-term debt								10,000			5,000
Pension liabilities - Qualified plans								26,088			27,359
Pension liabilities - Nonqualified plan								24,608			25,140
Long-term lease liabilities, net of current portion		17,546			21,295			16,594			19,215
Other long-term liabilities		3,755			4,747			3,205			3,697
Total liabilities		141,128			162,898			122,148			122,853

Preferred Stock, $1 par value, 1,000,000 shares authorized; 9,926 shares of Series A Convertible Preferred Stock, issued and outstanding		9,723			9,723
								9,723			9,723
Stockholders’ deficit
Common stock, $1 par value, 25,000,000 shares authorized;12,121,484 shares issued, 6,976,144 and 6,599,309 shares outstanding at September 30, 2021 and December 31, 2020, respectively		12,121			12,121
Common stock, $1 par value, 25,000,000 shares authorized;12,121,484 shares issued, 7,032,528 and 6,976,144 shares outstanding at June 30, 2022 and December 31, 2021, respectively								12,121			12,121
Additional paid-in capital		290,333			383,043			272,727			290,711
Retained earnings		809,338			796,123			818,900			811,094
Less treasury stock, 5,145,340 shares at cost at September 30, 2021 and 5,522,175 shares at cost at December 31, 2020		(1,085,312	)		(1,178,799	)
Less treasury stock, 5,088,956 shares at cost at June 30, 2022 and 5,145,340 shares at cost at December 31, 2021								(1,066,608	)		(1,085,313	)
Accumulated other comprehensive loss		(64,867	)		(65,611	)		(54,851	)		(53,328	)
Total stockholders’ deficit		(38,387	)		(53,123	)		(17,711	)		(24,715	)
Total liabilities, Preferred Stock and stockholders’ deficit	$	112,464		$	119,498		$	114,160		$	107,861

Harte Hanks, Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~

	*Three Months Ended September 30,*						*Three Months Ended June 30,*
In thousands, except per share amounts	*2021*			*2020*			*2022*			*2021*
Revenue	$	49,597		$	47,702		$	48,553		$	49,259
Operating expenses
Labor		27,165			27,041			25,259			28,366
Production and distribution		12,146			13,176			14,737			12,460
Advertising, selling, general and administrative		4,516			4,540			3,960			4,591
Restructuring expense		937			1,419			0			1,744
Depreciation expense		607			741			586			663
Total operating expenses		45,371			46,917			44,542			47,824
Operating income		4,226			785			4,011			1,435
Other (income) expenses
Other incomes, net
Interest expense, net		222			274			95			155
Other, net		(572	)		2,185
Total other (income) expenses		(350	)		2,459
Income (loss) before income taxes		4,576			(1,674	)
Income tax expense (benefit)		172			(53	)
Net income (loss)	$	4,404		$	(1,621	)
Gain from extinguishment of debt (Paycheck Protection Program Term Note)								0			(10,000	)
Other (income) expense								(1,216	)		456
Total other income								(1,121	)		(9,389	)
Income before income taxes								5,132			10,824
Income tax expense								671			255
Net income								4,461			10,569
Less: Preferred Stock dividends		125			125			124			124
Less: Earnings attributable to participating securities		543			0			542			1,361
Income (loss) attributable to common stockholders	$	3,736		$	(1,746	)
Income attributable to common stockholders							$	3,795		$	9,084

Earnings (loss) per common share
Earnings per common share
Basic	$	0.54		$	(0.27	)	$	0.54		$	1.36
Diluted	$	0.52		$	(0.27	)	$	0.52		$	1.27

Weighted average shares used to compute income (loss) per share attributable to common shares
Weighted average shares used to compute income per share attributable to common shares
Basic		6,889			6,523			7,017			6,686
Diluted		7,162			6,523			7,388			7,193

Comprehensive income (loss), net of tax:
Net income (loss)	$	4,404		$	(1,621	)
Comprehensive income, net of tax:
Net income							$	4,461		$	10,569

Adjustment to pension liability, net		861			609			578			860
Foreign currency translation adjustment		(1,251	)		1,129			(2,607	)		(4	)
Total other comprehensive (loss) income, net of tax	$	(390	)	$	1,738		$	(2,029	)	$	856

Comprehensive income	$	4,014		$	117		$	2,432		$	11,425

Harte Hanks, Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~

		*Nine Months Ended September 30,*						*Six Months Ended June 30,*
In thousands, except per share amounts		*2021*			*2020*			*2022*			*2021*
Operating revenues		$	142,610		$	129,825		$	97,615		$	93,013
Operating expenses
Labor			81,883			76,601			51,204			54,718
Production and distribution			35,875			36,940			28,728			23,729
Advertising, selling, general and administrative			13,228			15,582			8,593			8,712
Restructuring expense	��		4,880			8,005			0			3,942
Depreciation expense			1,968			2,905			1,184			1,361
Total operating expenses			137,834			140,033			89,709			92,462
Operating income (loss)			4,776			(10,208	)
Other (income) expenses, net
Operating income									7,906			551
Other income, net
Interest expense, net			645			882			230			423
Gain from extinguishment of debt (Paycheck Protection Program Term Note)			(10,000	)		0			0			(10,000	)
Other, net			(102	)		4,511			(1,255	)		471
Total other (income) expenses, net			(9,457	)		5,393
Income (loss) before income taxes			14,233			(15,601	)
Income tax expense (benefit)			1,018			(12,863	)
Net Income (loss)			13,215			(2,738	)
Total other income, net									(1,025	)		(9,106	)
Income before income taxes									8,931			9,657
Income tax expense									1,125			846
Net income									7,806			8,811
Less: Preferred stock dividends			372			372			246			246
Less: Earnings attributable to participating securities			1,661			0			946			1,118
Income (loss) attributable to common stockholders		$	11,182		$	(3,110	)
Income attributable to common stockholders								$	6,614		$	7,447

Income (loss) per common share
Income per common share
Basic		$	1.66		$	(0.48	)	$	0.94		$	1.12
Diluted		$	1.57		$	(0.48	)	$	0.91		$	1.05

Weighted-average shares used to compute income (loss) per share attributable to common shares
Basic			6,743			6,432			7,004			6,669
Diluted			7,153			6,432			7,338			7,131

Comprehensive income (loss)
Net income (loss)		$	13,215		$	(2,738	)
Comprehensive income
Net income								$	7,806		$	8,811

Adjustment to pension liability			2,457			1,827			1,588			1,596
Foreign currency translation adjustment			(1,713	)		1,067			(3,111	)		(462	)
Total other comprehensive income, net of tax		$	744		$	2,894
Total other comprehensive (loss) income, net of tax								$	(1,523	)	$	1,134

Comprehensive income		$	13,959		$	156		$	6,283		$	9,945

Harte Hanks, Inc. and Subsidiaries Condensed Consolidated Statements of Changes in Stockholders' Deficit

														*Accumulated*																			*Accumulated*
					*Additional*									*Other*			*Total*							*Additional*									*Other*			*Total*
	*Preferred*		*Common*		*Paid-in*			*Retained*			*Treasury*			*Comprehensive*			*Stockholders’*			*Preferred*		*Common*		*Paid-in*			*Retained*			*Treasury*			*Comprehensive*			*Stockholders’*
In thousands	*Stock*		*Stock*		*Capital*			*Earnings*			*Stock*			*Loss*			*Deficit*			*Stock*		*Stock*		*Capital*			*Earnings*			*Stock*			*Loss*			*Deficit*
Balance at December 31, 2019	$	9,723	$	12,121	$	447,022		$	797,817		$	(1,243,509	)	$	(63,134	)	$	(49,683	)
Stock-based compensation		0		0		223			0			0			0			223
Vesting of RSU's		0		0		(29,667	)		0			29,667			0			0
Net income		0		0		0			5,118			0			0			5,118
Other comprehensive income		0		0		0			0			0			51			51
Balance at March 31, 2020	$	9,723	$	12,121	$	417,578		$	802,935		$	(1,213,842	)	$	(63,083	)	$	(44,291	)
Balance at December 31, 2020																				$	9,723	$	12,121	$	383,043		$	796,123		$	(1,178,799	)	$	(65,611	)	$	(53,123	)
Stock-based compensation		0		0		81			0			0			0			81			0		0		210			0			0			0			210
Vesting of RSU's		0		0		(7,416	)		0			7,416			0			0			0		0		(16,010	)		0			15,980			0			(30	)
Net loss		0		0		0			(6,235	)		0			0			(6,235	)		0		0		0			(1,758	)		0			0			(1,758	)
Other comprehensive income		0		0		0			0			0			1,105			1,105			0		0		0			0			0			278			278
Balance at June 30, 2020	$	9,723	$	12,121	$	410,243		$	796,700		$	(1,206,426	)	$	(61,978	)	$	(49,340	)
Balance at March 31, 2021																				$	9,723	$	12,121	$	367,243		$	794,365		$	(1,162,819	)	$	(65,333	)	$	(54,423	)
Exercise of Stock Options																					0		0		(6,708	)		0			6,802			0			94
Stock-based compensation		0		0		277			0			0			0			277			0		0		527			0			0			0			527
Vesting of RSU's		0		0		(16,975	)		0			16,961			0			(14	)		0		0		(24,124	)		0			23,942			0			(182	)
Net loss		0		0		0			(1,621	)		0			0			(1,621	)
Net Income																					0		0		0			10,569			0			0			10,569
Other comprehensive income		0		0		0			0			0			1,738			1,738			0		0		0			0			0			856			856
Balance at September 30, 2020	$	9,723	$	12,121	$	393,545		$	795,079		$	(1,189,465	)	$	(60,240	)	$	(48,960	)
Balance at June 30, 2021																				$	9,723	$	12,121	$	336,938		$	804,934		$	(1,132,075	)	$	(64,477	)	$	(42,559	)

														*Accumulated*																		*Accumulated*
					*Additional*									*Other*			*Total*							*Additional*								*Other*			*Total*
	*Preferred*		*Common*		*Paid-in*			*Retained*			*Treasury*			*Comprehensive*			*Stockholders’*			*Preferred*		*Common*		*Paid-in*			*Retained*		*Treasury*			*Comprehensive*			*Stockholders’*
In thousands	*Stock*		*Stock*		*Capital*			*Earnings*			*Stock*			*Loss*			*Deficit*			*Stock*		*Stock*		*Capital*			*Earnings*		*Stock*			*Loss*			*Deficit*
Balance at December 31, 2020	$	9,723	$	12,121	$	383,043		$	796,123		$	(1,178,799	)	$	(65,611	)	$	(53,123	)
Stock-based compensation		0		0		210			0			0			0			210
Vesting of RSU's		0		0		(16,010	)		0			15,980			0			(30	)
Net loss		0		0		0			(1,758	)		0			0			(1,758	)
Other comprehensive income		0		0		0			0			0			278			278
Balance at March 31, 2021	$	9,723	$	12,121	$	367,243		$	794,365		$	(1,162,819	)	$	(65,333	)	$	(54,423	)
Exercise of Stock Options		0		0		(6,708	)		0			6,802			0			94
Balance at December 31, 2021																				$	9,723	$	12,121	$	290,711		$	811,094	$	(1,085,313	)	$	(53,328	)	$	(24,715	)
Stock-based compensation		0		0		527			0			0			0			527			0		0		427			0		0			0			427
Vesting of RSU's		0		0		(24,124	)		0			23,942			0			(182	)		0		0		(12,706	)		0		12,572			0			(134	)
Net Income		0		0		0			10,569			0			0			10,569			0		0		0			3,345		0			0			3,345
Other comprehensive income		0		0		0			0			0			856			856			0		0		0			0		0			506			506
Balance at June 30, 2021	$	9,723	$	12,121	$	336,938		$	804,934		$	(1,132,075	)	$	(64,477	)	$	(42,559	)
Balance at March 31, 2022																				$	9,723	$	12,121	$	278,432		$	814,439	$	(1,072,741	)	$	(52,822	)	$	(20,571	)
Exercise of Stock Options																					0		0		(6,266	)		0		6,133			0			(133	)
Stock-based compensation		0		0		329			0			0			0			329			0		0		561			0		0			0			561
Vesting of RSU's		0		0		(46,934	)		0			46,763			0			(171	)
Net Income		0		0		0			4,404			0			0			4,404			0		0		—			4,461		0			0			4,461
Other comprehensive loss		0		0		0			0			0			(390	)		(390	)		0		0		0			0		0			(2,029	)		(2,029	)
Balance at September 30, 2021	$	9,723	$	12,121	$	290,333		$	809,338		$	(1,085,312	)	$	(64,867	)	$	(38,387	)
Balance at June 30, 2022																				$	9,723	$	12,121	$	272,727		$	818,900	$	(1,066,608	)	$	(54,851	)	$	(17,711	)

Harte Hanks, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows

	*Nine Months Ended September 30,*						Six Months Ended June 30,
In thousands	*2021*			*2020*			2022				2021
Cash Flows from Operating Activities
Net Income (loss)	$	13,215		$	(2,738	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Net income							$	7,806			$	8,811
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation expense		1,968			2,905			1,184				1,361
Restructuring		728			3,113			0				309
Stock-based compensation		1,092			590			850				762
Gain from extinguishment of debt (Paycheck Protection Program Term Note)		(10,000	)		0			0				(10,000	)
Net pension (payment) cost		(692	)		736
Deferred income taxes		0			(776	)
Net pension payment								(365	)			(596	)
Changes in assets and liabilities:
Increase in accounts receivable and contract assets		(10,761	)		(6,752	)		(581	)			(5,932	)
Decrease (Increase) in prepaid expenses, income tax receivable and other current assets		199			(7,303	)
Decrease in accounts payable and accrued expenses		503			692
Increase in other accrued expenses and liabilities		(2,190	)		(1,900	)
Net cash used in operating activities		(5,938	)		(11,433	)
Decrease (increase) in prepaid expenses, income tax receivable and other current assets								526				(590	)
Increase in accounts payable and accrued expenses								1,510				653
(Decrease) increase in other accrued expenses and liabilities								(1,068	)			508
Net cash provided by (used in) operating activities								9,862				(4,714	)

Cash Flows from Investing Activities
Purchases of property, plant and equipment		(2,478	)		(1,374	)		(3,616	)			(984	)
Proceeds from sale of property, plant and equipment		101			1,891			57				101
Net cash (used in) provided by investing activities		(2,377	)		517
Net cash used in investing activities								(3,559	)			(883	)

Cash Flows from Financing Activities
Borrowings		0			10,000			5,000				0
Repayment of borrowings		(4,000	)		(1,600	)		0				(4,000	)
Debt financing costs		(386	)		(517	)		(123	)			(301	)
Payment of finance leases		(169	)		(357	)		(101	)			(112	)
Treasury stock activities		(290	)		(14	)		(268	)			(118	)
Net cash (used in) provided by financing activities		(4,845	)		7,512
Net cash provided by (used in) financing activities								4,508				(4,531	)

Effect of exchange rate changes on cash, cash equivalents and restricted cash		(1,713	)		1,067			(3,111	)			(462	)

Net decrease in cash and cash equivalents and restricted cash		(14,873	)		(2,337	)
Net increase (decrease) in cash and cash equivalents and restricted cash								7,700				(10,590	)
Cash and cash equivalents and restricted cash at beginning of period		33,562			34,122			15,133				33,562
Cash and cash equivalents and restricted cash at end of period	$	18,689		$	31,785		$	22,833		(1)	$	22,972

Supplemental disclosures
Cash paid for interest	$	327		$	547		$	186			$	264
Cash paid for income taxes, net	$	1,134		$	3,295		$	478			$	959
Non-cash investing and financing activities
Purchases of property, plant and equipment included in accounts payable	$	2,752		$	1,651		$	2,576			$	1,322

(1) This amount is comprised of the below balances:
Cash and cash equivalents							$	10,570			$	11,911
Restricted cash								2,337				3,222
Cash held in Escrow account included in other current assets (see Note E)								9,926				0
							$	22,833			$	22,972

Harte Hanks, Inc. together with its subsidiaries (“Harte Hanks,” “Company,” “we,” “our,” or “us”) is a leading global customer experience company. With offices in North America, Asia-Pacific and Europe, Harte Hanks works with some of the world’s most respected brands.

The ~~Company is closely monitoring the impact of the~~ COVID-19 pandemic ~~on all aspects of its business. In connection with the pandemic, some of our customers~~and related economic repercussions have reduced their demand for our services while other customers have requested accommodations including extensions of payment or restructuring of agreements. In addition, some of our customers have declared bankruptcycreated significant volatility, uncertainty, and ~~it is possible that additional customers will file for bankruptcy~~turmoil in the ~~coming months. Our Customer Care~~ business ~~has experienced increases in volumes and has added new business from existing clients as well as new clients due to the increased demand for these services driven by COVID-~~~~19.~~environment generally. While the COVID-19 pandemic has not had a material adverse impact on the Company’s business operations, liquidity or ability to comply with covenants to date, ~~the pandemic has caused significant volatility in the global markets and has caused many companies to slow production or find alternative means for employees to perform their work. It~~it is possible that the ~~COVID-~~19pandemic itself, as well as the measures taken by governments around the globe, including in connection with the emergence of new variants ~~of the virus~~ and the resulting economic impact may materially and adversely affect the Company’s results of operations, cash flows and financial position as well as the financial stability of its customers. The COVID-19 pandemic may also exacerbate other risks discussed in Part I, ~~“Item~~“Item 1A. Risk Factors” in our Annual Report on Form-10K for the fiscal year ended December 31, ~~2020~~2021 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March ~~24, 2021,~~ ~~and as amended on~~ ~~April 30, 2021~~21, 2022 (the “~~2020~~2021 10-K”)~~, which could materially affect our business, financial condition, or future results. 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.~~.

The Company operates 3 business segments: Marketing Services; Customer Care; and Fulfillment & Logistics Services. Our Chief Executive Officer (“CEO”) is considered to be our chief operating decision maker. Our CEO reviews our operating results on an aggregate basis for purposes of allocating resources and evaluating financial performance by using the three financial measures: revenue, operating income (loss) and operating income (loss) plus depreciation and amortization (“EBITDA”).

Our unaudited interim condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in our ~~2020~~2021 10-K.

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Harte Hanks, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. As used in this report, the terms “Harte Hanks,” “the Company,” “we,” “us,” or “our” may refer to Harte Hanks, Inc., one or more of its consolidated subsidiaries, or all of them taken as a whole, as the context may require.

The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 8-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by ~~GAAP~~U.S.GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Certain prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period's presentation.

~~The preparation~~Preparation of ~~condensed~~ consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported ~~amounts of assets, liabilities, revenue,~~ and ~~expenses.~~disclosed in the financial statements and the accompanying notes. Actual results ~~and outcomes~~ could differ materially from those estimates ~~and assumptions.~~due to uncertainties. Such estimates include, but are not limited to, estimates related to lease accounting; pension accounting; fair value for purposes of assessing long-lived assets for impairment; revenue recognition; income taxes; stock-based ~~compensation;~~compensation and contingencies. On an ongoing basis, management reviews its estimates and assumptions based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions.

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

The “Labor” line in the Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~ includes all employee payroll and benefits costs, including stock-based compensation, along with temporary labor costs. The “Production and distribution” and “Advertising, selling, general and administrative” lines do not include any labor, depreciation, or amortization expense.

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

Certain client programs provide for adjustments to billings based upon whether we achieve certain performance criteria. In these circumstances, revenue is recognized when the performance criteria are met. We record revenue net of any taxes collected from customers and subsequently remitted to governmental authorities. Any payments received in advance of the performance of services or delivery of the product are recorded as deferred revenue until such time as the services are performed or the product is delivered. Costs incurred for search engine marketing solutions payable to the engine host and postage costs of mailings are billed to our clients and are not directly reflected in our revenue.

Revenue from ~~all our segments~~agency and digital services, direct mail, logistics, fulfillment and contact center is recognized when control of the promised goods or services is transferred to the customer. Fees for these services are determined by the terms set forth in each contract. These fees are typically set at a fixed price or rate by transaction occurrence, service provided, time spent, or product delivered.

For arrangements requiring design and build of a database, revenue is not recognized until client acceptance occurs. Up-front fees billed during the setup phase for these arrangements are deferred and direct build costs are capitalized. Pricing for these types of arrangements is typically based on a fixed price determined in the contract. Revenue from other database marketing solutions is recognized ratably over the contractual service period. Pricing for these services is typically based on a fixed price per month or per contract.

FASB ASC 820, Fair Value Measurements and Disclosures, (“ASC 820”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into three levels:

Because of their maturities and/or variable interest rates, certain financial instruments have fair values approximating their carrying values. These instruments include cash and cash equivalents and restricted cash, accounts receivable, trade payables, and long-term debt. The fair value of the assets in our funded pension plan is ~~disclosed~~discussed in Note H, Employee Benefit Plans.

We determine if an arrangement is a lease at its inception. Operating and finance leases are included in the lease right-of-use (“ROU”) assets and in the current portion and long-term portion of lease liabilities on our condensed consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of each lease based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date of each lease to determine the present value of lease payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives. Our lease terms may include options to extend or terminate the lease, which are included in the lease ROU assets when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain real estate leases, we account for the lease and non-lease components as a single lease component.

~~Recently adopted accounting pronouncements~~Recent Accounting Guidance Adopted

In ~~December 2019,~~June 2016,the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued ASU ~~2019~~2016-~~12,~~13, ~~which enhances~~Financial Instruments—Credit Losses. This ASU added a new impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes its estimate of expected credit losses as an allowance. The CECL model applies to most debt instruments, trade receivables, lease receivables, financial guarantee contracts, and ~~simplifies various aspects~~other loan commitments. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. As a smaller reporting company pursuant to Rule 12b-2 of the ~~income tax accounting guidance, including requirements such~~Securities Exchange Act of 1934, as ~~a tax basis step-up in goodwill obtained in a transaction that is~~ ~~not~~ ~~a business combination, ownership~~amended, these changes ~~in investments, and interim-period accounting for enacted changes in tax law. The standard~~ became effective for ~~us in~~ the ~~fiscal year~~ ~~2021,~~ ~~although early adoption is permitted. We adopted this accounting standard update (“ASU”) as of~~Company on January 1, 2022. ~~1st,~~~~2021.~~The adoption of this new standard did not have a material impact on ~~our condensed consolidated~~the Company's financial statements.

In ~~August 2018,~~ ~~the FASB issued ASU~~ ~~2018~~-~~14,~~~~Compensation~~—~~Retirement Benefits~~—~~Defined Benefit Plans~~—~~General (~~~~Topic~~ ~~715~~-20~~): Disclosure Framework~~—~~Changes to the Disclosure Requirements for Defined Benefit Plans~~(“~~ASU~~ ~~2018~~-14”)~~, which modifies the disclosure requirements for defined benefit pension plans and other postretirement plans. ASU~~ ~~2018~~-14 ~~was effective for fiscal years ending after~~ ~~December 15, 2020,~~ ~~and early adoption was permitted. We adopted ASU~~ ~~2018~~-14 ~~as of~~ ~~December 31, 2020.~~ ~~The adoption did~~ ~~not~~ ~~have a material impact on our consolidated financial statements.~~

In ~~March 2020,~~ ~~the FASB issued ASU~~ ~~2020~~-~~04,~~ “~~Reference Rate Reform (Topic~~ ~~848~~) – ~~Facilitation of the Effects of Reference Rate Reform on Financial Reporting Summary~~”. This ASU provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. LIBOR and other inter-bank offered rates are widely used benchmarks or reference rates in the United States and globally. With global capital markets expected to move away from LIBOR and other inter-bank offered rates and toward more observable or transaction-based rates that are less susceptible to manipulation, the FASB launched a project in late ~~2018~~ to address potential accounting challenges expected to arise from the transition. The new guidance provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. This ASU is effective ~~March 12, 2020~~ ~~through~~ ~~December 31, 2022.~~ ~~We adopted this ASU on~~ ~~March 12, 2020~~ ~~and it did~~ ~~not~~ ~~have a material impact on our condensed consolidated financial statements.~~

In ~~May 2014,~~ ~~the FASB issued ASU~~Under Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers~~. Under~~ ("ASC ~~606,~~606")~~Revenue from Contracts with Customers,~~, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that are within the scope of the new standard, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. This standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ~~The~~This standard also includes criteria for the capitalization and amortization of certain contract acquisition and fulfillment costs.

Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Our contracts with customers state the terms of sale, including the description, quantity, and price of the product sold or service ~~purchased.~~provided. Payment terms can vary by contract, but the period between invoicing and when payment is due is not significant. At ~~September 30, 2021~~ ~~and~~ ~~December 31, 2020~~~~, our~~The Company's contracts with its customers generally do not include ~~any~~rights of return or a significant financing ~~components.~~component.

Consistent with legacy U.S. GAAP, we present sales taxes assessed on revenue-producing transactions on a net basis.

We disaggregate revenue by three key revenue streams which are aligned with our business segments. The nature of the services offered by each key revenue stream is different. The following table summarizes revenue from contracts with customers for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 by our three business segments and the pattern of revenue recognition:

Our contracts with customers may consist of multiple performance obligations. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”) basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct good or service that forms part of a single performance obligation. For most performance obligations, we determine SSP based on the price at which the performance obligation is sold separately. Although uncommon, if the SSP is not observable through past transactions, we estimate the SSP taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. Further discussion of other performance obligations in each of our major revenue streams follows:

Our Marketing Services segment delivers strategic planning, data strategy, performance analytics, creative development and execution, technology enablement, marketing automation, and database management. We create relevancy by leveraging data, insight, and our extensive experience in leading clients as they engage their customers through digital, traditional, and emerging channels. We are known for helping clients build deep customer relationships, create connected customer experiences, and optimize each and every customer touch point in order to deliver desired business outcomes.

Most marketing services performance obligations are satisfied over time and often offered on a project basis. We have concluded that the best approach to measure the progress toward completion of the project-based performance obligations is the input method, which is based on either the costs or labor hours incurred to date depending upon whether costs or labor hours more accurately depict the transfer of value to the customer.

The variable consideration in these contracts primarily relates to time and material-based services and reimbursable out-of-pocket travel costs, both of which are estimated using the expected value method. For time and material-based contracts, we use the “as invoiced” practical expedient.

Our databases solutions are built around centralized marketing databases with services rendered to build custom database, database hosting services, customer or target marketing lists and data processing services.

These performance obligations, including services rendered to build a custom database, database hosting services, customer or target marketing lists and data processing services, may be satisfied over time or at a point in time. We provide SaaS solutions to host data for customers and have concluded that they are stand-ready obligations to be recognized over time on a monthly basis. Our promise to provide certain data related services meets the over-time recognition criteria because our services do not create an asset with an alternative use, and we have an enforceable right to payment. For performance obligations recognized over time, we choose either the input (i.e., labor hour) or output method (i.e., number of customer records) to measure the progress toward completion depending on the nature of the services provided. Some of our other data-related services do not meet the over-time criteria and are therefore, recognized at a point-in-time, typically upon the delivery of a specific deliverable.

Our contracts may include outsourced print production work for our clients. These contracts may include a promise to purchase postage on behalf of our clients. In such cases, we have determined we are an agent, rather than principal and therefore recognize net consideration as revenue.

We charge our customers for certain data-related services at a fixed transaction-based rate, e.g., per thousand customer records processed. Because the quantity of transactions is unknown at the onset of a contract, our transaction price is variable, and we use the expected value method to estimate the transaction price. The uncertainty associated with the variable consideration generally resolves within a short period of time since the duration of these contracts is generally less than two months.

We operate tele-service workstations in the United States, Asia, and Europe to provide advanced contact center solutions such as: speech, voice and video chat, integrated voice response, analytics, social cloud monitoring, and web self-service.

Performance obligations are stand-ready obligations and are satisfied over time. With regard to account management and software as a service (“SaaS”), we use a time-elapsed output method to recognize revenue. For performance obligations where we charge customers a transaction-based fee, we use the output method based on transaction quantities. In most cases, our contracts provide us the right to invoice for services provided, therefore, we generally use the “as invoiced” practical expedient to recognize revenue associated with these performance obligations unless significant discounts are offered in a contract and prices for services do not represent their SSPs.

The variable consideration in our contracts results primarily from the transaction-based fee structure of some performance obligations with their total transaction quantities to be provided unknown at the onset of a contract, which are estimated using the expected value method.

Our services, delivered internally and with our partners, ~~include:~~include printing, lettershop, advanced mail optimization (including commingling services), logistics and transportation optimization, monitoring and tracking, to support traditional and specialized mailings. Our print and fulfillment centers in Massachusetts and Kansas provide custom kitting services, print on demand, product recalls, trade marketing fulfillment, ecommerce product fulfillment, sampling programs, and freight optimization, thereby allowing our customers to distribute literature and other marketing materials.

Most performance obligations offered within this revenue stream are satisfied over time and utilize the input or output method, depending on the nature of the service, to measure progress toward satisfying the performance obligation. For performance obligations where we charge customers a transaction-based fee, we utilize the output method based on the quantities fulfilled. Services provided through our fulfillment centers are typically priced at a per transaction basis and our contracts provide us the right to invoice for services provided and reflects the value to the customer of the services transferred to date. In most cases, we use the “as invoiced” practical expedient to recognize revenue associated with these performance obligations unless significant discounts are offered in a contract and prices for services do not represent their standalone selling prices. Prior to the closure of our direct mail production facilities, our direct mail business contracts may have included a promise to purchase postage on behalf of our clients; in such cases, we have determined we are an agent, rather than principal and therefore recognize net consideration as revenue.

We may receive non-refundable upfront fees from customers for implementation of our SaaS database solutions products or for providing training in connection with our contact center solutions. These activities are not deemed to transfer a separate promised service and therefore, represent advanced payments. As we do not deem these activities as transferring a separate promised service, the receipt of such fees represents advanced payments. Where customers have an option to renew a contract, the customer is not required to pay similar upfront fees upon renewal. As a result, we have determined that these renewal options provide for the purchase of future services at a reduced rate and therefore, provide a material right. These upfront non-refundable fees are recognized over the period of benefit which is generally consistent with estimated customer life (four to five years for database solutions contracts and six months to one year for contact center contracts). The balance of upfront non-refundable fees collected from customers was immaterial as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021.

We have elected to apply certain optional exemptions that limit the disclosure requirements over remaining performance obligations at period end to exclude: performance obligations that have an original expected duration of one year or less, transactions using the “as invoiced” practical expedient, or when a performance obligation is a series and we have allocated the variable consideration directly to the services performed. As of ~~September~~June 30, ~~2021~~2022, we had 0 transaction prices allocated to unsatisfied or partially satisfied performance obligations.

We record a receivable when revenue is recognized prior to invoicing when we have an unconditional right to consideration (only the passage of time is required before payment of that consideration is due) and a contract asset when the right to payment is conditional upon our future performance such as delivery of an additional good or service (e.g. customer contract requires customer’s final acceptance of custom database solution or delivery of final marketing strategy presentation before customer payment is required). If invoicing occurs prior to revenue recognition, the unearned revenue is presented on our Condensed Consolidated Balance Sheet as a contract liability, referred to as deferred revenue. The following table summarizes our contract balances as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021:

Revenue recognized during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 from amounts included in deferred revenue at ~~December 31, 2020~~the beginning of the period was approximately ~~$4.0~~$2.5 million.

We recognize an asset for the direct costs incurred to obtain and fulfill our contracts with customers to the extent that we expect to recover these costs and if the benefit is longer than one year. These costs are amortized to operating expense over the expected period of the benefit in a manner that is consistent with the transfer of the related goods or services to which the asset relates. We impair the asset when recoverability is not anticipated. We capitalized a portion of commission expense, implementation and other costs that represents the cost to obtain a contract. The remaining unamortized contract costs were ~~$1.4~~$1.0 million and $1.5 million as of ~~September~~June 30, 2022 and 2021,. respectively. For the period presented, 0 impairment was recognized.

We have operating and finance leases for corporate and business offices, service facilities, call centers and certain equipment. Leases with an initial term of 12 months or less are generally not recorded on the balance sheet, unless the arrangement includes an option to purchase the underlying asset, or an option to renew the arrangement, that we are reasonably certain to ~~exercise (short-term leases).~~exercise. Our leases have remaining lease terms of one year to ~~six~~nine years, some of which include options to extend the leases for up to an additional five ~~years, and some of which include options to terminate the leases within~~ ~~one~~ ~~year.~~years.

We sublease our Fullerton (CA), Jacksonville (FL) and Uxbridge (UK) facilities. The leases and subleases for these three facilities expire at various dates, the latest being during fiscal year 2023.

As of ~~September~~June 30, 2022, assets recorded under finance and operating leases were approximately $0.7 million and $18.3 million respectively, and accumulated depreciation associated with finance leases was $0.8 million. As of December 31,2021,, assets recorded under finance and operating leases were approximately $0.8 million and ~~$19.6~~$21.4 million respectively, and accumulated depreciation associated with finance leases was $0.7 ~~million. As of~~ ~~December~~ ~~31,~~~~2020,~~ ~~assets recorded under finance and operating leases were approximately $1.0 million and $23.8 million respectively, and accumulated depreciation associated with finance leases was $0.5~~ million. Operating lease right of use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The discount rate used to determine the commencement date present value of lease payment is the interest rate implicit in the lease, or when that is not readily determinable, our incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. Since none of our leases has a readily determinable implicit interest ~~rates,~~rate, we use our incremental borrowing rate under our Texas Capital Bank Revolver Facility as the discount rate. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.

~~During the~~ ~~nine~~ ~~months ended~~ ~~September 30,~~ ~~2021,~~ ~~we impaired~~ ~~two~~There was 0 impairment of leases ~~for the facilities we~~ no ~~longer occupied. The resulting impairment charges are included in our restructuring expenses~~ ~~for~~during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022. ~~Please refer to Note N,~~ ~~Restructuring Charges~~ ~~for further details.~~

The following table presents supplemental balance sheet information related to our financing and operating leases:

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021, the components of lease expense were as follows:

The maturities of the Company’s finance and operating lease liabilities as of ~~September~~June 30, ~~2021~~2022 are as follows:

(1) Non-cancelable sublease proceeds for the remainder of the fiscal year ending December 31, ~~2021~~2022 and the fiscal ~~years~~year ending December 31, ~~2022~~2023 ~~and~~ ~~2023~~of ~~$0.2 million,~~ $0.6 million and $0.2 million, respectively, are not included in the table above.

Our Amended and Restated Certificate of Incorporation authorizes us to issue 1.0 million shares of preferred stock. On January 30, 2018, we issued 9,926 shares of our Series A Preferred Stock to Wipro at an issue price of $1,000 per share, for gross proceeds of $9.9 million pursuant to a Certificate of Designation filed with the State of Delaware on January 29, 2018. We incurred $0.2 million of transaction fees in connection with the issuance of the Series A Preferred Stock which were netted against the gross proceeds of $9.9 million on our Condensed Consolidated Financial Statements.

On June 30, 2022, the Company entered into a share repurchase agreement (the “Repurchase Agreement”) with Wipro, pursuant to which the Company will repurchase all 9,926 shares of the Company’s Series A Preferred Stock currently outstanding in exchange for (i) a cash payment equal to their liquidation value, or total cash payment of $9,926,000 and (ii) 100,000 shares of the Company’s common stock, par value $1.00 per share. Closing of the transaction is subject to customary closing conditions, including that the shares are no longer subject to escheatment. On June 30, 2022, the Company deposited $9,926,000 into an Escrow Account pursuant to the Repurchase Agreement to be released to WIPRO when all conditions to the repurchase have been satisfied and included this escrow amount in other current assets on our Condensed Consolidated Balance Sheet as of June 30, 2022. The transaction is expected to be completed by the third quarter of 2022 and at that time all rights of the parties related to the Series A Preferred Stock will be terminated.

In the event of a liquidation, dissolution or winding down of the Company or a Fundamental Transaction (defined in the Certificate of Designation for the Series A Preferred Stock), whether voluntary or involuntary, the holders of the Series A Preferred Stock are entitled to receive, prior to and in preference to the holders of common stock, from the assets of the Company available for distribution, an amount equal to the greater of (i) the original issue price, plus any dividends accrued but unpaid thereon, and (ii) such amount per share as would have been payable to Wipro had all shares of Series A Preferred Stock been converted into common stock immediately before such liquidation.

Upon liquidation, after the payment of all preferential amounts required to be paid to the holders of Series A Preferred Stock, the remaining assets of the Company available for distribution to its stockholders shall be distributed among the holders of Common Stock.

Upon liquidation, dissolution or winding down of the Company, or a Fundamental Transaction (collectively, a “Liquidation”), shares of Series A Preferred Stock which have not been otherwise converted to common stock shall be entitled to receive dividends that accrue at a rate of (i) 5.0% each year, or (ii) the rate that cash dividends are paid in respect of shares of common stock (with Series A Preferred Stock being paid on an as-converted basis in such case) for such year if such rate is greater than 5.0%. Dividends on the Series A Preferred Stock are cumulative and accrue to the holders thereof whether or not declared by the Board of Directors (the “Board”). Dividends are payable solely upon a Liquidation, and only if prior to such Liquidation such shares of Series A Preferred Stock have not been converted to common stock. As of ~~September~~June 30, ~~2021~~2022, cumulative dividends payable to the holders of Series A Preferred Stock upon a Liquidation totaled ~~$1.8~~$2.2 million or ~~$183.42~~$220.82 per share of Series A Preferred Stock.

At the option of the holders of Series A Preferred Stock, shares of Series A Preferred Stock may be converted into common stock at a rate of 100.91 shares of common stock for one share of Series A Preferred Stock, subject to certain future adjustments.

The Series A Preferred Stock does not have voting rights, except as otherwise required by law. Other rights afforded the holders of Series A Preferred Stock, under defined circumstances, include the election and removal of one member of the Board as a separate voting class, the ability to approve certain actions of the Company prior to execution, and preemptive rights to participate in any future issuance of new securities. In addition, under certain circumstances, the holder of the Series A Preferred Stock is entitled to appoint an observer to our Board. The holder of the Series A Preferred Stock has elected to exercise its observer appointment rights but has not exercised its right to appoint the board member.

We determined that the Series A Preferred Stock has contingent redemption provisions allowing redemption by the holder upon certain defined events. As the events that may trigger the redemption of the Series A Preferred Stock are not solely within our control, the Series A Preferred Stock is classified as mezzanine equity (temporary equity) in the Condensed Consolidated Balance Sheet as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021.

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021, long-term debt was as follows:

As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021, we had ~~$13.1 million and $17.1~~$10.0 million of borrowings outstanding under the ~~Texas Capital~~New Credit Facility (as defined below)~~, respectively.~~. As of ~~September~~June 30, ~~2021~~2022, we had the ability to borrow an additional ~~$0.8~~$14.0 million under the ~~Texas Capital~~New Credit Facility.

As of each of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021, we had letters of credit outstanding in the amount of ~~$1.1~~$1.0 million. NaN amounts were drawn against these letters of credit at ~~September~~June 30, ~~2021~~2022. These letters of credit exist to support insurance programs relating to worker‘s compensation, automobile, and general liability.

On April 17, 2017, we entered into a secured credit facility with Texas Capital Bank, N.A (“Texas Capital Bank”), that provided a $20.0 million revolving credit facility (the old “Texas Capital Credit Facility”) and for letters of credit issued by Texas Capital Bank up to $5.0 million. ~~The~~Over the term of the old Texas Capital Credit Facility, iswe entered into a number of amendments to extend the term and reduce the borrowing capacity. The old Texas Capital Credit Facility was secured by substantially all of the Company’s and its material domestic subsidiaries’ assets. The old Texas Capital Credit Facility iswas guaranteed by HHS Guaranty, LLC, an entity formed to provide credit support for Harte Hanks by certain members of the Shelton family (descendants of one of our founders). The old Texas Capital Credit Facility ~~originally had an expiration date of~~ ~~April 17, 2019,~~ ~~at which point all outstanding amounts would have been due. On~~ ~~January 9, 2018,~~ ~~we entered into an amendment to the Texas Capital Credit Facility that increased the borrowing capacity to $22.0 million and extended the maturity by~~ ~~one~~ ~~year to~~ ~~April~~ ~~17,~~~~2020.~~ On ~~May 7, 2019,~~ ~~we entered into a~~ ~~second~~ ~~amendment to the Texas Capital Credit Facility which further extended the maturity of the facility by~~ ~~one~~ ~~year to~~ ~~April 17, 2021.~~ On ~~May~~ ~~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 to~~ ~~April 17, 2022~~ ~~and decreased the borrowing capacity to $19.0 million. On~~ ~~May~~ 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 to~~ ~~April 17, 2023~~ ~~and decreased the borrowing capacity to $15.0 million. The Texas Capital Credit Facility remains~~was secured by substantially all our assets and continues to be guaranteed by HHS Guaranty, ~~LLC.~~

~~The Texas Capital Credit Facility is subject to customary covenants requiring insurance, legal compliance, payment of taxes, prohibition of~~ ~~second~~ ~~liens, and secondary indebtedness, as well as~~LLC ("HHS"). Under the ~~filing of quarterly and annual financial statements. The Company has been in compliance of all the requirements.~~

~~Under the~~old Texas Capital Credit Facility, we ~~can~~were permitted to elect to accrue interest on outstanding principal balances at either LIBOR plus 1.95% or prime plus 0.75%. Unused commitment balances ~~accrue~~accrued interest at 0.50%. We ~~are~~were required to pay a quarterly fee of 0.5% of the value of the collateral HHS ~~Guaranty actually~~ pledged to secure the facility as consideration for the guarantee, which for the ~~three~~ ~~months~~year ended ~~September 30,~~December 31, 2021amounted to ~~$0.1~~$0.4 million.

On December 21, 2021, the Company entered into a new three-year, $25.0 million asset-based revolving credit facility (the "New Credit Facility") with Texas Capital Bank. The Company’s obligations under the New Credit Facility are guaranteed on a joint and several basis by the Company’s material subsidiaries (the “Guarantors”). The New Credit Facility is secured by substantially all of the assets of the Company and the Guarantors pursuant to a Pledge and Security Agreement, dated as of December 21, 2021, among the Company, Texas Capital Bank and the other grantors party thereto (the "Security Agreement").

The New Credit Facility is subject to certain covenants restricting the Company's and its subsidiaries' ability to create, incur, assume or become liable for indebtedness; make certain investments; pay dividends or repurchase the Company's stock; create, incur or assume liens; consummate mergers or acquisitions; liquidate, dissolve, suspend or cease operations; or modify accounting or tax reporting methods (other than as required by U.S. GAAP). The Company was in compliance with all of the requirements as of June 30, 2022.

The loans under the New Credit Facility accrue interest at a variable rate equal to the Bloomberg Short-Term Bank Yield Index Rate plus a margin of 2.25% per annum. The interest rate was 3.74% as of June 30, 2022. The outstanding amounts advanced under the New Credit Facility are due and payable in full on December 21, 2024.

In connection with entering into the New Credit Facility, the Company and Texas Capital Bank terminated the old Texas Capital Credit Facility. Prior to termination of the old Texas Capital Credit Facility, the Company used cash on hand to pay down $12.1 million outstanding under the old Texas Capital Credit Facility and the remaining $5.0 million of loans outstanding under the old Texas Capital Credit Facility were deemed to be outstanding under the New Credit Facility. Unlike the old Texas Capital Credit Facility, Texas Capital Bank did not require the New Credit Facility to be guaranteed by HHS.

Cash payments for interest were ~~$63 thousand~~$0.1 million and ~~$37 thousand~~$0.2 million and for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021, respectively. Cash payments for interest were ~~$0.3~~$0.2 million and ~~$0.4~~$0.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021, respectively.

On April 14, 2020, the Company entered into a promissory note with Texas Capital Bank, for an unsecured loan with a principal amount of $10.0 million made to the Company pursuant to the Paycheck Protection Program (“PPP Term Note”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). ~~The PPP Term Note is guaranteed by the United States Small Business Administration.~~

The proceeds were used to maintain payroll or make certain permitted interest payments, lease payments and utility payments. While the Company believes that it complied with all requirements related to the PPP Loan, the U.S. Department of the Treasury has announced that it will conduct audits for PPP loans that exceed $2.0 million. If the Company were to be audited and receive an adverse outcome in such an audit, it could be required to return the full amount of the PPP Loan and may potentially be subject to civil and criminal fines and penalties.

We applied for forgiveness of the entire $10.0 million PPP Term Note in the first quarter of 2021 because we used the proceeds from the loan as contemplated under the CARES Act. On June 10, 2021, we received notice that the entire amount of our PPP Loan was forgiven by the SBA. We recorded the $10.0 million of debt extinguishment as "Gain from extinguishment of debt" in the Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~ in the three and six months ended June 30, 2021.

We maintain stock incentive plans for the benefit of certain officers, directors, and employees. Our stock incentive plans provide for the ability to issue stock options, cash stock appreciation rights, performance stock units, phantom stock units and cash performance stock units. Our cash stock appreciation rights, phantom stock units and cash performance stock units settle solely in cash and are treated as the current liability, which are adjusted each reporting period based on changes in our stock price.

Compensation expense for stock-based awards is based on the fair values of the awards on the date of grant and is recognized on a straight-line basis over the vesting period of the entire award in the “Labor” line of the Condensed Consolidated Statements of Comprehensive ~~Income (Loss).~~Income. We recognized ~~$0.3~~$0.6 million and ~~$0.3~~$0.5 million of stock-based compensation expense during the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021, respectively. We recognized ~~$1.1~~$0.8 million and ~~$0.6~~$0.8 million of stock-based compensation expense during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021, respectively.

Prior to January 1, 1999, we provided a defined benefit pension plan for which most of our employees were eligible to participate (the “Qualified Pension Plan”). In conjunction with significant enhancements to our 401(k) plan, we elected to freeze benefits under the Qualified Pension Plan as of December 31, 1998.

In 1994, we adopted a non-qualified, unfunded, supplemental pension plan (the “Restoration Pension Plan”) covering certain employees, which provides for incremental pension payments so that total pension payments equal those amounts that would have been payable from the principal pension plan were it not for limitations imposed by income tax regulation. The benefits under the Restoration Pension Plan were intended to provide benefits equivalent to our Qualified Pension Plan as if such plan had not been frozen. We elected to freeze benefits under the Restoration Pension Plan as of April 1, 2014.

At the end of 2020, the Board of Directors of the Company approved the division of the Qualified Pension Plan into two distinct plans, “Qualified Pension Plan I” and “Qualified Pension Plan II.” The assets and liabilities of the Qualified Pension Plan that were attributable to certain participants in Qualified Pension Plan II were spun off and transferred into Qualified Pension Plan II effective as of the end of December 31, 2020, in accordance with Internal Revenue Code section 414 (I) and ERISA Section 4044.

Based on current estimates, we ~~are~~will be required to make a ~~$0.3~~$1.3 million contribution to the combined qualified Pension Plan in ~~2021~~2022. We made ~~a $0.3~~$0.5 million of such $1.3 million aggregate contribution in the ~~nine~~six months ended ~~September~~ June 30, 2022~~30,~~~~2021.~~.

We are not required to make, and do not intend to make, any contributions to our Restoration Pension Plan other than to the extent needed to cover benefit payments. We made benefit payments under this supplemental plan of ~~$1.3~~$0.9 million and ~~$1.3~~$0.9 million in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021, respectively.

The income tax provision ~~(benefit)~~ was ~~$172 thousand~~$0.7 million and ~~($53) thousand~~$0.3 million for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021, respectively. The provision ~~(benefit)~~ for income taxes resulted in an effective income tax rate of ~~3.8%~~13.1% for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~3.2%~~2.4% for the three months ended ~~September~~June 30, 2021. ~~30,~~~~2020.~~The effective tax rate differs from the federal statutory rate of 21.0%, primarily due to the change in valuation allowance, U.S. state income taxes and income earned in foreign jurisdictions.

The income tax provision ~~(benefit)~~ was ~~$1.0~~$1.1 million and ~~($12.9)~~$0.8 million for the ~~nine~~six months ended ~~September~~June 30, 2022 ~~30,~~and 2021 ~~and~~ ~~2020,~~, respectively. The provision ~~(benefit)~~ for income taxes resulted in an effective income tax rate of ~~7.2%~~12.6% for the ~~nine~~six months ended ~~September~~ June 30,~~2021~~ 2022 and ~~82.4%~~8.8% for the ~~nine~~six months ended ~~September~~June 30, 2021. ~~30,~~~~2020.~~The effective tax rate differs from the federal statutory rate of 21.0%, primarily due to the change in valuation allowance, U.S. state income taxes and income earned in foreign jurisdictions.

In response to the COVID-19 pandemic, the CARES Act was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). Under the CARES Act, corporate taxpayers may carryback net operating losses (“ NOLs”) realized during 2018 through 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for tax years beginning January 1, 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. As of December 31, 2020, the Company ~~has~~ filed federal net operating loss carryback claims resulting in an income tax refund for $6.4 million and $3.2 million for tax years 2019 and 2018, respectively. As of ~~September~~June 30, ~~2021~~2022, the Company has received the tax refunds for the tax years 2019 and 2018 and ~~expects to receive an~~$0.2 million of income tax ~~refund of $7.6 million in~~ ~~2021~~ ~~as a result of~~refunds from the carryback of the loss generated in 2020. The Company expects to receive an additional $7.6 million from the 2020 net operating loss carryback claim in 2022.

Harte Hanks, or one of its subsidiaries, files income tax returns in the U.S. federal, U.S. state, and foreign jurisdictions. For U.S. state returns, we are no longer subject to tax examinations for tax years prior to ~~2014.~~2016. For U.S. federal and foreign returns, we are no longer subject to tax examinations for tax years prior to 2016.

We have elected to classify any interest expense and penalties related to income taxes within income tax expense in our Condensed Consolidated Statements of Comprehensive ~~Income (Loss).~~Income. We did not have a significant amount of interest or penalties accrued at ~~September~~June 30, ~~2021~~2022 or December 31, ~~2020~~2021.

In periods in which the Company has net income, the Company is required to calculate earnings per share (“EPS”) using the two-class method. The two-class method is required because the Company’s Series A Preferred Stock is considered a participating security with objectively determinable and non-discretionary dividend participation rights. Series A Preferred stockholders have the right to participate in dividends above their 5five percent dividend rate should the Company declare dividends on its common stock at a dividend rate higher than the five percent (on an as-converted basis). Under the two-class method, undistributed and distributed earnings are allocated on a pro-rata basis to the common and the preferred stockholders. The weighted-average number of common and preferred stock outstanding during the period is then used to calculate EPS for each class of shares.

In periods in which the Company has a net loss, basic loss per share is calculated using the treasury stock method. The treasury stock method is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period. The two-class method is not used, because the calculation would be anti-dilutive.

For the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021, respectively, the following shares have been excluded from the calculation of shares used in the diluted EPS calculation: ~~43 thousand~~13,063 and ~~0.1 million~~50,653 shares of anti-dilutive market price options; 0 and ~~0.3 million~~3,846 of anti-dilutive unvested restricted shares; and ~~1.0 million~~1,001,614 and ~~1.0 million~~1,001,614 shares of anti-dilutive Series A Preferred Stock (as if converted).

For the six months ended June 30, 2022 and 2021, respectively, the following shares have been excluded from the calculation of shares used in the diluted EPS calculation: 14,063 and 52,442 shares of anti-dilutive market price options; 11,138 and 1,934 of anti-dilutive unvested restricted shares; and 1,001,614 and 1,001,614 shares of anti-dilutive Series A Preferred Stock (as if converted).

~~For the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~ ~~and~~ ~~2020~~, respectively, the following shares have been excluded from the calculation of shares used in the diluted EPS calculation: 49 thousand and 0.1 million shares of anti-dilutive market price options; 63 thousand and 0.4 million of anti-dilutive unvested restricted shares; and 1.0 million and 1.0 million shares of anti-dilutive Series A Preferred Stock (as if converted).

Comprehensive Income ~~(Loss)~~ for a period encompasses net income ~~(loss)~~ and all other changes in equity other than from transactions with our stockholders.

Changes in accumulated other comprehensive income ~~(loss)~~ by component were as follows:

Reclassification amounts related to the defined pension plans are included in the computation of net periodic pension benefit cost (see Note H, ~~Components of Net Periodic~~Employee Benefit ~~Cost~~Plans).

In the normal course of our business, we are obligated under some agreements to indemnify our clients as a result of claims that we infringe on the proprietary rights of third parties. The terms and duration of these commitments vary and, in some cases, may be indefinite, and certain of these commitments do not limit the maximum amount of future payments we could become obligated to make thereunder; accordingly, our actual aggregate maximum exposure related to these types of commitments is not reasonably estimable. Historically, we have not been obligated to make significant payments for obligations of this nature, and 0 liabilities have been recorded for these obligations in our condensed consolidated financial statements.

We are also subject to various claims and legal proceedings in the ordinary course of conducting our businesses and, from time to time, we may become involved in additional claims and lawsuits incidental to our businesses. We routinely assess the likelihood of adverse judgments or outcomes to these matters, as well as ranges of probable losses; to the extent losses are reasonably estimable. Accruals are recorded for these matters to the extent that management concludes a loss is probable and the financial impact, should an adverse outcome occur, is reasonable estimable.

In the opinion of management, appropriate and adequate accruals for legal matters have been made, and management believes that the probability of a material loss beyond the amounts accrued is remote. Nevertheless, we cannot predict the impact of future developments affecting our pending or future claims and lawsuits. We expense legal costs as incurred, and all recorded legal liabilities are adjusted as required as better information becomes available to us. The factors we consider when recording an accrual for contingencies include, among others: (i) the opinions and views of our legal counsel; (ii) our previous experience; and (iii) the decision of our management as to how we intend to respond to the complaints.

As described in Note F, Long-Term Debt, the ~~Company’s~~old Texas Capital Credit Facility iswas secured by HHS Guaranty, LLC, an entity formed to provide credit support for the Company by certain members of the Shelton family (descendants of one of our founders). ~~Pursuant to~~The arrangement was terminated in connection with the ~~Amended and Restated Fee, Reimbursement and Indemnity Agreement, dated~~entry into the New Credit Facility because Texas Capital Bank did ~~January 9, 2018,~~ not~~between HHS Guaranty, LLC and~~ require third-party credit support for the ~~Company, HHS Guaranty, LLC has~~borrowings under the ~~right to appoint~~ ~~one~~ ~~representative director to the Board and is paid a fee to provide the guarantee. Currently, David L. Copeland serves as the HHS Guaranty, LLC representative on the Board.~~New Credit Facility.

Our management team continuously reviews and adjusts 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 in Wilkes Barre (PA) and Grand Prairie (TX) and exited our last direct mail facility in Jacksonville (FL). We completed the migration of our fulfillment business from the Grand Prairie (TX) operations into a new ~~300,000~~400,000 square foot facility in Kansas City (KS) in December 2020. In the first quarter of 2021, we completed the migration of our Shawnee (KS) operations to Kansas ~~City.~~City (KS). The Shawnee (KS) facility lease expired on April 30, 2021. The new Kansas City location is now our primary facility in the Midwest. In 2020, we successfully reduced the footprint of our Customer Care business by reducing our Austin (TX) office location by approximately 50,000 square feet in addition to exiting one of our two Manila offices since the business is operating effectively in a work-from-home environment.

In connection with our cost-saving and restructuring initiatives, we incurred total restructuring charges of $27.6 million through the end of 2021. We completed our restructuring in 2021, and expect 0 further restructuring expenses in 2022 related to our restructuring plan.

In the three months ended ~~September~~ June 30,2021,~~and~~ ~~2020~~ we recorded restructuring charges of ~~$0.9~~$1.7 million, ~~and $1.4 million respectively.~~which ~~The charges for the~~ ~~three~~ ~~months ended~~ ~~September 30, 2021~~included ~~$0.1~~$1.2 million of severance charges ~~$0.4 million in lease impairment expense~~ and ~~$0.4~~$0.5 million of facility related and other expenses. ~~The charges for~~In the ~~three~~six months ended ~~September~~ June 30, ~~2020~~ 2021, we recorded restructuring charges of $3.9 million, which included $~~0.6~~1.4 million of severance charges ~~$0.6~~,$2.2 million of facility related and other expenses and ~~$0.2 million in capital losses from the asset disposal associated with the Summit deal.~~

~~In the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~ ~~and~~ ~~2020~~ ~~we recorded restructuring charges of $4.9 million and $8.0 million respectively.~~ ~~The charges for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~ ~~included $1.5 million of severance charges, $0.7~~$0.3 million in lease impairment ~~expense and $2.6 million of facility related and other expenses. The charges for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2020~~ ~~included~~ $3.0 million of lease impairment charges related to the exit from our direct mail facilities, $2.0 million of severance charges, $1.3 million in capital losses from the asset disposal associated with the sale of assets to Summit and $2.0 million of facility related and other expenses. expense.

The following table summarizes the restructuring charges which are recorded in “Restructuring Expense” in the Condensed Consolidated Statements of Comprehensive ~~Income (Loss).~~Income.

The following table summarizes the changes in liabilities related to restructuring activities:

~~We expect that in connection with our cost-saving and restructuring initiatives, we will incur total restructuring charges of approximately~~ ~~$27.1~~ ~~million through the end of~~ ~~2021.~~ ~~We have recognized $26.1 million of restructuring charges to date, and we expect to incur an additional $1.0 million of restructuring charges through the end of~~ ~~2021.~~

Harte Hanks is a leading global customer experience company. We have organized our operations into 3 business segments based on the types of products and services we provide: Marketing Services, Customer Care, Fulfillment & Logistics Services.

Our Marketing Services segment leverages data, insight, and experience to support clients as they engage customers through digital, traditional, and emerging channels. We partner with clients to develop strategies and tactics to identify and prioritize customer audiences in B2C and B2B transactions. Our key service offerings include strategic business, brand, marketing and communications planning, data strategy, audience identification and prioritization, predictive modeling, creative development and execution across traditional and digital channels, website and app development, platform architecture, database build and management, marketing automation, and performance measurement, reporting and optimization.

Our Customer Care segment offers intelligently responsive contact center solutions, which use real-time data to effectively interact with each customer. Customer contacts are handled through phone, e-mail, social media, text messaging, chat and digital self-service support. We provide these services utilizing our advanced technology infrastructure, human resource management skills and industry experience.

Our Fulfillment & Logistics Services segment consists of mail and product fulfillment and logistics services. We offer a variety of product fulfillment solutions, including printing on demand, managing product recalls, and distributing literature and promotional products to support B2B trade, drive marketing campaigns, and improve customer experience. We are also a provider of third-party logistics and freight optimization in the United States. Prior to the sale of our direct mail equipment in 2020, this segment also included our direct mail operations. Outsourced direct mail is now included in our Marketing Services segment.

There are three principal financial measures reported to our CEO (the chief operating decision maker) for use in assessing segment performance and allocating resources. Those measures are revenue, operating income (loss) and operating income (loss) plus depreciation and amortization (“EBITDA”). Operating income (loss) for segment reporting disclosed below, is revenues less operating costs and allocated corporate expenses. Segment operating expenses include allocations of certain centrally incurred costs such as employee benefits, occupancy, information systems, accounting services, internal legal staff, and human resources administration. These costs are allocated based on actual usage or other appropriate methods. Unallocated corporate expenses are corporate overhead expenses not attributable to the operating groups. Interest income and expense are not allocated to the segments. The Company does not allocate assets to our reportable segments for internal reporting purposes, nor does our CEO evaluate operating segments using discrete asset information. The accounting policies of the segments are consistent with those described in the Note A, Overview and Significant Accounting Policies.

(1) Operating expense in this segment includes $0.8 million favorable litigation settlement as well as the related legal expenses.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.~~Act. 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)~~and make other 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)~~(2) 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)~~(3) 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)~~(4) competitive factors, ~~(6)~~(5) acquisition and development plans, ~~(7) our stock repurchase program, (8)~~(6) expectations regarding legal proceedings and other contingent liabilities, and ~~(9)~~(7) 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~~2021 10-K, Part II, 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.

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~~2021 10-K. Our ~~2020~~2021 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. Our mission is to partner with clients to provide them with a robust customer-experience, or CX, strategy, data-driven analytics and actionable insights combined with seamless program execution to better understand, attract, and engage 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.

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. Due to the COVID-19 pandemic, recent increases in inflation and interest rates throughout the globe, and other geopolitical uncertainties, including but not limited to the ongoing war between Russia and Ukraine, there is continued uncertainty and significant disruption in the global economy and financial markets. 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 continue to face a challenging competitive environment. ~~The~~Our restructuring activities over the last two years have led to a permanent 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 in April 2020, together with our restructuring activities, have and will continue to result in a decrease of~~ recurring expenses. ~~These~~These are all part of our efforts to prioritize our investments and focus on our core business of partnering with our clients to seamlessly manage experiences with their customers. We ~~expect~~believe these ~~actions will continue~~efforts are paying-off as we experienced our first year-over-year revenue increase in over five years. Absent any significant shocks to ~~enhance~~the regional and global economic environment, we anticipate continued positive momentum. Together our revenue increase and cost rationalization have enhanced our liquidity and financial flexibility, ~~but~~and we believe this trend will continue, although no assurance can be given that wethis will ~~sufficiently offset~~be the ~~loss of revenue we have suffered over the past number of years.~~ case. For additional information, see “Liquidity and Capital Resources” section.

Management is closely monitoring inflation and wage pressure in the market, and the potential impact to our business. While inflation has not had a material impact to our business, it is possible a material increase in inflation could have an impact on our clients, and in turn, in our business.

On June 30, 2022, the Company entered into a share repurchase agreement with Wipro, pursuant to which the Company will repurchase all 9,926 shares of the Company’s Series A Preferred Stock currently outstanding in exchange for (i) a cash payment equal to their liquidation value, or total cash payment of $9,926,000 and (ii) 100,000 shares of the Company’s common stock, par value $1.00 per share. Closing of the transaction is subject to customary closing conditions, including that the shares are no longer subject to escheatment. On June 30, 2022, the Company deposited $9,926,000 into an Escrow Account pursuant to the Repurchase Agreement to be released to WIPRO when all conditions to the repurchase have been satisfied and included this escrow amount in other current assets on our Condensed Consolidated Balance Sheet as of June 30, 2022. The transaction is expected to be completed by the third quarter of 2022 and at that time all rights of the parties related to the Series A Preferred Stock will be terminated.

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 the impact on our customers, employees, suppliers, supply-chain, freight costs, vendors and business partners, as well as how it has impacted our liquidity and ability to comply with covenants in our credit agreement. The emergence of variants of the virus has created increased uncertainties surrounding the impact of the virus.

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~~2021 Annual Report on Form 10-K for a further discussion on ~~COVID-19 and the risks the Company currently faces.~~

On May 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 to April 17, 2023 and decreased the borrowing capacity to $15.0 million.

~~Our management team continuously reviews and adjusts our cost structure and operating footprint, optimize our operations, and invest in improved technology.~~

~~In the three months ended September 30, 2021 and 2020 we recorded restructuring charges of $0.9 million and $1.4 million, respectively.~~ ~~In the nine months ended September 30, 2021 and 2020 we recorded restructuring charges of $4.9 million and $8.0 million, respectively.~~

~~We expect that in connection with our cost-saving and restructuring initiatives, we will incur total restructuring charges of approximately~~ ~~$27.1~~ million through the end of 2021. We have recognized $26.1 million of restructuring charges to date, and we expect to incur an additional $1.0 million of restructuring charges through the end of 2021.

~~Please refer to Note N,~~ ~~Restructuring Activities,~~ ~~in the Notes to Condensed Consolidated Financial Statements for further discussion on restructuring activities.~~

Three months ended ~~September~~June 30, ~~2021~~2022 vs. Three months ended ~~September~~June 30, ~~2020~~2021

Revenues ~~increased $1.9~~decreased $0.7 million, or ~~4.0%~~1.4%, in the three months ended ~~September~~June 30, ~~2021,~~2022, compared to the three months ended ~~September~~June 30, ~~2020. Revenue in our Customer Care segment increased $1.8 million, or 10.2%, to $19.8 million.~~2021. Revenue in our Fulfillment & Logistics Services segment increased ~~$0.5~~$3.9 million, or ~~3.8%~~24.3%, to ~~$15.1~~$19.7 million. Revenue in our Customer Care segment decreased $3.8 million, or 19.8%, to $15.4 million, and revenue in our Marketing Services segment decreased ~~$0.5~~$0.8 million, or ~~3.2%~~5.3%, to ~~$14.7~~$13.5 million.

~~Nine~~Six months ended ~~September~~June 30, ~~2021~~2022 vs. ~~Nine~~Six months ended ~~September~~June 30, ~~2020~~2021

Revenues increased ~~$12.8~~$4.6 million, or ~~9.8%~~4.9%, in the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~ ~~The largest increase was~~2021. Revenue in our Fulfillment & Logistics Services segment increased $7.9 million, or 26.3%, to $38.1 million. Revenue in our Customer Care segment ~~which increased by $13.9~~decreased $2.6 million, or ~~33.3%~~7.3%, to ~~$55.5 million. This increase was driven by strong project-based~~$33.1 million, and revenue ~~for new clients and increases~~ in ~~demand by existing clients. Our~~our Marketing Services segment ~~revenue increased by $0.1~~decreased $0.7 million, or ~~0.3%~~2.6%, to ~~$41.8~~$26.4 million. ~~These increases were partially offset by $1.2 million, or 2.6% decrease in Fulfillment and Logistics Services.~~

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 inFor a ~~benefit to our business. Targeted media advertising results can be more effectively tracked, enabling measurement~~discussion of the ~~return on marketing investment.~~drivers of our revenues, see "Segment Results" below.

Three months ended ~~September~~June 30, ~~2021~~2022 vs. Three months ended ~~September~~June 30, ~~2020~~2021

Operating expenses were ~~$45.4~~$44.5 million in the three months ended ~~September~~June 30, ~~2021,~~2022, a decrease of ~~$1.5~~$3.3 million, or ~~3.3%~~6.9%, compared to ~~$46.9~~$47.8 million in the three months ended ~~September~~June 30, ~~2020.~~2021.

Production and distribution expenses ~~decreased $1.0~~increased $2.3 million, or ~~7.8%~~18.3%, compared to the three months ended ~~September~~June 30, ~~2020~~2021, primarily due to ~~lower~~ ~~print~~higher transportation costs to support additional logistics revenue as ~~a result of~~compared to the prior year quarter and higher brokered, or outsourced costs due to higher brokered revenue. Advertising, Selling, General and Administrative expenses decreased $0.6 million, or 13.7%, compared to three months ended June 30, 2021 primarily due to lower ~~print revenue. Restructuring~~legal and professional fees. Labor expense decreased ~~$0.5 million,~~$3.1M, or ~~34.0%~~11.0%, compared to the three months ended ~~September~~June 30, ~~2020~~2021 primarily due to ~~higher~~ ~~severance cost~~lower labor expense in ~~2020 resulting from~~ the ~~closure of mail facilities,~~Customer Care associated with lower revenue.

Restructuring expenses were $0.0 million and ~~other headcount reduction in Fulfillment~~$1.7 million for the three months ended June 30, 2022 and ~~Marketing Services.~~2021, respectively. See Note N, Restructuring Activities, in the Notes to Condensed Consolidated Financial Statements for further discussion of restructuring activities. ~~Labor expense increased $0.1 million and Advertising, Selling, General and Administrative expense was consistent with the prior year period.~~

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 tend 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.~~

~~Nine months ended September 30, 2021 vs. Nine months ended September 30, 2020~~

~~Operating expenses were $137.8 million in the nine months ended September 30, 2021, a decrease of $2.2 million, or 1.6%, compared to $140.0 million in the nine months ended September 30, 2020.~~

~~Labor costs increased $5.3 million, or 6.9%, compared to the nine months ended September 30, 2020, primarily due to~~ ~~higher labor expenses in our Customer Care segment driven by the increased volume of work.~~ Advertising, Selling, General and Administrative expense decreased $2.4 million, or 15.1%, compared to the nine months ended September 30, 2020, primarily due to cost reduction initiatives as well as a favorable $0.8 million litigation settlement recognized in the three months ended March 31, 2021. Production and distribution expense decreased $1.1 million, or 2.9%, compared to the nine months ended September 30, 2020, primarily due to lower print cost from lower print revenue and our cost reduction efforts. Depreciation expense declined $0.9 million, or 32.3%, compared to the prior year period, primarily due to the disposal of production equipment from our Jacksonville facility which we exited in 2020.

~~The largest components of our operating expenses are labor, mail~~ 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. ~~Mail transportation~~Transportation rates have increased over the last few years due to demand and supply fluctuations within the transportation industry. Future changes in ~~mail~~ transportation expenses will continue to impact our total production costs and total operating expenses, and in turn our margins, and may have an impact on future demand for our supply chain management services.

Postage costs for mailings are borne by our clients and are not directly reflected in our revenues or expenses.

~~In the nine~~Six months ended ~~September~~June 30, 2022 vs. Six months ended June 30, 2021

Operating expenses were $89.7 million in the six months ended June 30, 2022, a decrease of $2.8 million, or 3.0%, compared to $92.5 million in the six months ended June 30, 2021.

Production and distribution expenses increased $5.0 million, or 21.1%, compared to the six months ended June 30, 2021, primarily due to higher transportation costs to support additional logistics revenue as compared to the prior year period and ~~2020, we recorded restructuring charges of $4.9~~higher brokered, or outsourced costs due to higher brokered revenue. Labor expense decreased $3.5M, or 6.4%, compared to the six months ended June 30, 2021 primarily due to lower labor expense in the Customer Care associated with lower revenue. Advertising, Selling, General and Administrative expenses decreased $0.1 million, or 1.4%, compared to six months ended June 30, 2021 primarily due to lower facility expense driven by fewer leased locations in 2022 as compared to 2021.

Restructuring expenses were $0.0 million and ~~$8.0~~$3.9 million for the six months ended June 30, 2022 and 2021, respectively. See Note N, Restructuring Activities, in the Notes to Condensed Consolidated Financial Statements for further discussion onof restructuring activities.

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. Transportation rates have increased over the last few years due to demand and supply fluctuations within the transportation industry. Future changes in transportation expenses will continue to impact our total production costs and total operating expenses, and in turn our margins, and may have an impact on future demand for our supply chain management services.

Postage costs for mailings are borne by our clients and are not directly reflected in our revenues or expenses.

Three months ended ~~September~~June 30, ~~2021~~2022 vs. Three months ended ~~September~~June 30, ~~2020~~2021

Interest expense, net, in the three months ended ~~September~~June 30, ~~2021~~2022 decreased ~~$52~~$60 thousand compared to the three months ended ~~September~~June 30, ~~2020~~2021 due to the lower ~~interest expense associated with lower~~ debt ~~balances~~balance as compared to the prior year quarter.

~~Nine~~Six months ended ~~September~~June 30, ~~2021~~2022 vs. ~~Nine~~Six months ended ~~September~~June 30, ~~2020~~2021

Interest expense, net, in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 decreased ~~$237~~$193 thousand compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020~~ 2021 due to the ~~write off of interest expense related to our PPP loan, as well as the lower interest expense associated with~~ lower debt ~~balances~~balance as compared to the ~~same period last year.~~prior year quarter.

Three months ended ~~September~~June 30, ~~2021~~2022 vs. Three months ended ~~September~~June 30, ~~2020~~2021

Other ~~income,~~(income) expense, net, for the three months ended ~~September~~June 30, ~~2021~~2022 was ~~$0.6~~$1.2 million income compared to ~~$2.2~~$0.5 million ~~net~~ expense ~~for~~in the ~~three months ended~~ ~~September 30, 2020. The $2.8 million increase in other income was~~prior year quarter mainly due to ~~a $0.6 million decrease in pension expenses and a $2.2 million decrease in foreign currency revaluation expense.~~the

~~Nine months ended September 30, 2021 vs. Nine months ended September 30, 2020~~

Other income, net, for the nine months ended September 30, 2021 was $0.1 million, compared to $4.5 million net expense for the nine months ended September 30, 2020. The $4.6 million increase in other income was mainly due to a $1.7 million decrease in p~~ension expense and a $2.7 million~~ decrease in foreign currency revaluation.

Other (income) expense, net, for the six months ended June 30, 2022 was $1.2 million income compared to $0.5 million expense in prior year period mainly due to the decrease in foreign currency revaluation.

Three months ended ~~September~~June 30, ~~2021vs.~~2022vs. Three months ended ~~September~~June 30, ~~2020~~2021

The income tax provision of ~~$0.2~~$0.7 million in the ~~third~~second quarter of ~~2021~~2022 represents an increase in income tax provision of ~~$0.2~~$0.4 million when compared to the ~~third~~second quarter of ~~2020~~2021. Our effective tax rate was ~~3.8%~~13.1% for the ~~third~~second quarter of 2022, an increase from 10.7% for the second quarter of 2021~~, an increase of 0.6% when compared to the~~ ~~third~~ ~~quarter of~~ ~~2020~~. The effective ~~income~~ tax rate ~~for the three months ended~~ ~~September 30, 2021~~ differs from the federal statutory rate of 21.0%, primarily due to the change in valuation allowance, U.S. state income taxes and income earned in foreign jurisdictions.

~~Nine~~Six months ended ~~September~~June 30, ~~2021vs. Nine~~2022 vs. Six months ended ~~September~~June 30, ~~2020~~2021

The income tax provision of ~~$1.0~~$1.1 million in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 represents an increase in income tax provision of ~~$13.9~~$0.3 million when compared to the ~~nine~~six months ended ~~September~~June 30, ~~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.~~2021. Our effective tax rate was ~~7.2%~~12.6% for the ~~nine~~six months ended ~~September~~June 30, ~~2021, a decrease of 75.2%~~2022, an increase from 3.8% when compared to the effective tax rate of ~~82.4%~~8.8% for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The effective ~~income~~ tax rate ~~for the nine months ended September 30, 2021~~ differs from the federal statutory rate of 21.0%, primarily due to the change in valuation allowance, U.S. state income taxes and income earned in foreign jurisdictions.

The following is a discussion and analysis of the results of our reporting segments for the three and six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. There are three principal financial measures reported to our CEO (the chief operating decision maker) for use in assessing segment performance and allocating resources. Those measures are revenue, operating income (loss) and operating income (loss) plus depreciation and amortization (“EBITDA”). For additional information, see Note O, Segment Reporting, in the Notes to Condensed Consolidated Financial Statements. See Note O, Segment Results, in the Notes to Condensed Consolidated Financial Statements for further discussion.

Three months ended ~~September~~June 30, ~~2021vs.~~2022vs. Three months ended ~~September~~June 30, ~~2020~~2021

Marketing Services segment revenue decreased ~~$0.5~~$0.8 million, or ~~3.2%~~5.3%, due to the ~~lower~~decreased volume from the existing customers. Operating income for the three months ended ~~September~~June 30, ~~2021~~2022 increased ~~$1.6~~$0.1 million from the prior year quarter due to our cost reduction efforts.

~~Nine~~Six months ended ~~September~~June 30, ~~2021~~2022 vs. ~~Nine~~Six months ended ~~September~~June 30, ~~2020~~2021

Marketing Services segment revenue ~~increased $0.1~~decreased $0.7 million, or ~~0.3%~~2.6%, driven by the $3.0 million of mail and data services revenue that was transferred into Marketing Services segment starting from July 2020 following the sale of the bulk of our direct mail operations and the decline of $2.9 million in other marketing service revenue as a result of the reduction of client budgets due to the ~~COVID-19 pandemic.~~decreased volume from the existing customers. Operating income in for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 increased ~~$1.7~~$1.1 million ~~or 55.2% driven by~~from the prior year quarter due to our cost reduction efforts.

Three months ended ~~September~~June 30, ~~2021vs.~~2022vs. Three months ended ~~September~~June 30, ~~2020~~2021

Customer Care segment revenue ~~increased $1.8~~decreased $3.8 million, or ~~10.2%~~19.8%, primarily due to ~~additional project work and an increase~~a decrease in volumes with existing ~~clients.~~customers. Operating Income was ~~$3.8~~$2.3 million for the three months ended ~~September~~June 30, ~~2021~~2022, compared to operating income of ~~$2.7~~$3.1 million for the three months ended ~~September~~June 30, ~~2020~~2021. The ~~$1.1~~$0.8 million ~~improvement~~decrease was ~~driven by higher revenue from extension of Covid related project work and increased~~due to the decrease in volume from ~~other clients.~~ existing clients which was partially offset by our cost reduction efforts.

~~Nine~~Six months ended ~~September~~June 30, ~~2021vs. Nine~~2022 vs. Six months ended ~~September~~June 30, ~~2020~~2021

Customer Care segment revenue ~~increased $13.9~~decreased $2.6 million, or ~~33.3%~~7.3%, ~~primarily~~primarily due to ~~additional project work and an increase~~a decrease in volumes with existing ~~clients.~~customers. Operating Income ~~was $9.3~~of $5.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021, compared to operating income of $3.6 million for the nine months ended September 30, 2020.~~ 2022~~This $5.7 million improvement was driven by higher revenue~~ ~~from extension of Covid related project work and increased volume from other clients.~~ ~~The contribution margin improved by 8.2% in the~~ ~~nine months ended September 30, 2021~~ ~~due~~, which is comparable to the ~~increase in revenue as well as our restructuring efforts.~~prior year period.

Three months ended ~~September~~June 30, ~~2021vs.~~2022vs. Three months ended ~~September~~June 30, ~~2020~~2021

Fulfillment & Logistics Services segment revenue increased ~~$0.5~~$3.9 million, or ~~3.8%~~24.3%, primarily driven by ~~the~~revenue from new customers and an increase ofin work from existing customers. ~~We are starting to see volumes for existing customers return to pre-COVID levels.~~ Operating income was $3.0 million for the three months ended June 30, 2022 compared to $1.5 million for the three months ended ~~September~~June 30, ~~2021 compared to $0.1 million for the three months ended September 30, 2020.~~2021. The ~~$1.4~~$1.5 million improvement in operating income was primarily driven by the higher revenue and our cost reduction efforts.

~~Nine~~Six months ended ~~September~~June 30, ~~2021vs. Nine~~2022 vs. Six months ended ~~September~~June 30, ~~2020~~2021

Fulfillment & Logistics Services segment revenue ~~decreased $1.2~~increased $7.9 million, or ~~2.6%~~26.3%, ~~compared to the prior year period.~~ The elimination of direct mail operations resulted in a $4.7 million revenue decline as outsourced direct mail is now included in our Marketing Services segment. This decline was partially offset by the $3.5 million revenue increaseprimarily driven by ~~the increased demand~~revenue from new customers and an increase in work from existing customers. Operating income was ~~$4.0~~$5.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~operating loss of $2.6~~$2.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~.2021. The ~~$6.6~~$2.6 million improvement in operating income was primarily driven by the higher revenue and our cost reduction efforts. Operating income for the ~~nine~~ ~~months ended~~ ~~September 30, 2021~~ ~~also~~prior year period included a favorable ~~$0.8 million~~$750 thousand litigation settlement.

Our cash and cash equivalent balances were ~~$16.0~~$10.6 million and ~~$29.4~~$11.9 million at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. Our cash and cash equivalent and restricted cash balances were ~~$18.7~~$12.9 million and ~~$33.6~~$15.1 million at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

During 2020, we received an aggregate of $9.6 million in tax refunds related to our ~~NOL~~net operating loss ("NOL") and capital loss carryback for the 2013-2018 tax years. We also expect to receive additional tax refunds of $7.6 million in ~~2021,~~2022, as a result of the change to the tax NOL carryback provisions included in the CARES Act.

On April 20, 2020, the Company received PPP Term Note proceeds in the amount of $10.0 million. We applied for forgiveness of the entire $10 million PPP Term Note in the first quarter of 2021. On June 10, 2021, we received notice that the entire amount of our PPP Loan was forgiven by the SBA. We recorded the $10.0 million of debt extinguishment as "Gain from extinguishment of debt (Paycheck Protection Program Term Note)" in the Condensed Consolidated Statements of Comprehensive Income (Loss).

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.

We expect to incur approximately $5 million to $6 million of capital expenditures in 2022 mainly to fund our new ERP system and Kansas City facility expansion.

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~~in both the ~~next twelve months~~short and medium term through a combination of cash on hand, cash flow from operations, and borrowings under the ~~Texas Capital~~New Credit Facility. Although the Company believes that it will be able to meet its cash needs for the ~~foreseeable future,~~short and medium term, 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~~New 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. Facility.

Net cash ~~used in~~provided by the operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$5.9~~$9.9 million, compared to net cash used in operating activities of ~~$11.4~~$4.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The ~~$5.5~~$14.6 million year-over-year ~~decrease~~increase in cash ~~used in~~provided by operating activities was primarily due to ~~$16.0~~the $9.0 million ~~higher~~increase in net income, ~~which was partially offset by~~excluding the $10 million non-cash gain in 2021 from extinguishment of ~~the~~ PPP loan, and $5.4 million decrease in accounts receivable and contract assets in the ~~nine~~six months ended ~~September~~June 30, ~~2021 and $2.4 million lower non-cash restructuring expense in the nine months ended September 30, 2021~~2022 as compared to ~~2020.~~the same period in 2021.

Net cash used in investing activities was ~~$2.4~~$3.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~net cash provided by investing activities of $0.5~~$0.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021. The ~~$2.9~~$2.7 million year-over-year ~~decrease~~increase in cash used in investing activities was ~~mainly~~primarily due to the ~~$1.9~~$2.6 million ~~of proceeds from sale of~~additional cash used to purchase property, ~~received~~plant and equipment (mainly for our new ERP system) in the ~~nine~~six months ended ~~September~~June 30, ~~2020 and the $1.1 million increase in capital expenditure in the nine months ended September 30, 2021~~2022 as compared to ~~2020.~~2021.

Net cash ~~used in~~provided by the financing activities was ~~$4.8~~$4.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, as compared to ~~$7.5~~$4.5 million of net cash used by financing activities for the six months ended June 30, 2021. The $9.0 million year-over-year increase in ~~net~~ cash provided by financing activities ~~for the nine months ended September 30, 2020. The $12.3 million year-over-year decrease~~ was primarily due to the ~~$10~~$5 million ~~cash proceeds from the PPP loan we received~~additional borrowing under our New Credit Facility in the ~~second quarter of 2020, and the $4~~six months ended June 30, 2022 as compared to $4.0 million paydown of the Texas Capital Credit Facility in the second quarter of ~~2021 as compared to the $1.6 million paydown of the Texas Capital Credit Facility in the nine months ended September 30, 2020.~~2021.

Consolidated foreign holdings of cash as of ~~September~~June 30, 2022 and 2021 ~~and 2020~~ were ~~$2.4~~$1.7 million and ~~$3.4~~$3.2 million, respectively.

On ~~April 17, 2017, we~~December 21, 2021, the Company entered into a new three-year, $25.0 million asset-based revolving credit facility (the "New Credit Facility") with Texas Capital Bank. The Company’s obligations under the New Credit Facility are guaranteed on a joint and several basis by the Company’s material subsidiaries (the “Guarantors”). The New Credit Facility is secured by substantially all of the assets of the Company and the Guarantors pursuant to a Pledge and Security Agreement, dated as of December 21, 2021, among the Company, TCB and the other grantors party thereto (the "Security Agreement").

The New Credit Facility provides for loans up to the lesser of (a) $25.0 million, and (b) the amount available under a "borrowing base" calculated primarily by reference to the Company's cash and cash equivalents and accounts receivables. The New Credit Facility allows the Company to use up to $3.0 million of its borrowing capacity to issue letters of credit.

The loans under the New Credit Facility accrue interest at a variable rate equal to the Bloomberg Short-Term Bank Yield Index Rate plus a margin of 2.25% per annum. The outstanding amounts advanced under the New Credit Facility are due and payable in full on December 21, 2024.

The Company may voluntarily prepay all or any portion of the loans advanced under the New Credit Facility at any time, without premium or penalty. The New Credit Facility is subject to mandatory prepayments (i) from the net proceeds of asset dispositions not otherwise permitted under the New Credit Facility; (ii) if the unpaid principal balance under the New Credit Facility plus the aggregate face amount of all outstanding letters of credit exceeds the borrowing base; (iii) in an amount equal to 50% of the net proceeds of issuances of capital stock (subject to customary exceptions); or (iv) in an amount equal to the net proceeds from any issuance of debt not otherwise permitted under the New Credit Facility.

The New Credit Facility contains certain covenants restricting the Company's and its subsidiaries' ability to create, incur, assume or become liable for indebtedness; make certain investments; pay dividends or repurchase the Company's stock; create, incur or assume liens; consummate mergers or acquisitions; liquidate, dissolve, suspend or cease operations; or modify accounting or tax reporting methods (other than as required by U.S. GAAP).

In connection with entering into the New Credit Facility, the Company and Texas Capital Bank terminated the old Texas Capital Credit Facility. Prior to termination of the old Texas Capital Credit Facility, ~~that provided us with a $20.0~~the Company used cash on hand to pay down $8.1 million ~~revolving credit facility~~outstanding and ~~for letters~~the remaining $5.0 million of ~~credit issued by~~loans outstanding were deemed to be outstanding under the New Credit Facility. Texas Capital Bank ~~up to $5.0 million. On May~~ 5, ~~2021, we entered into a fourth amendment to~~did not require the ~~Texas Capital~~New Credit Facility ~~which further extended~~to be guaranteed by HHS Guaranty, LLC, an entity formed to provide credit support for the ~~maturity~~Company by certain members of the ~~facility by~~Shelton family (descendants of one ~~year to April 17, 2023 and decreased~~of the ~~borrowing capacity to $15.0 million.~~

As of June 30, 2022 and December 31, 2021, we had $10.0 million and $5.0 million of borrowings outstanding under the New Credit Facility, respectively. At each of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we had letters of credit in the amount of $~~1.1~~1.0 million outstanding. No amounts were drawn against these letters of credit at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021. 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 at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

As of ~~September~~June 30, ~~2021 and December 31, 2020, we had $13.1 million and $17.1 million of borrowings outstanding under the Texas Capital Facility, respectively. As of September 30, 2021,~~2022, we had the ability to borrow an additional ~~$0.8~~$14.0 million under the ~~facility.~~New Credit Facility.

On April 20, 2020, the Company received loan proceeds in the amount of $10.0 million under the Small Business Administration ("SBA") 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.~~

On June 10, 2021, we received notice that the entire amount of our PPP Loan was forgiven by the SBA because we used the proceeds from the loan as contemplated under the CARES Act. We recorded the $10.0 million of debt extinguishment as "Gain from extinguishment of debt (Paycheck Protection Program Term Note)" in the Condensed Consolidated Statements of Comprehensive Income (Loss).

We did not pay any dividends in three months ended June 30, 2022 and 2021. We currently intend to retain any future earnings and do not expect to pay cash dividends on our common stock in the foreseeable future. Any future dividend declaration can be made only upon, and subject to, approval of our Board, based on its business judgment.

During the three-month period which ended June 30, 2022 and 2021, respectively, we did not repurchase any shares of our common stock under our stock repurchase program. This program was publicly announced in August 2014. Under this program we were authorized to spend up to $20.0 million to repurchase shares of our outstanding common stock. Currently, up to June 30, 2022 , we had authorization to repurchase up to $11.4 million of shares, but this authorization and program have since been terminated. From 1997 through December 31, 2015, while the program was active, we repurchased 6.8 million shares for an aggregate of $1.2 billion under this program (and previously announced programs). We have not made any repurchases under the program since 2015.

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.

Critical accounting ~~policies~~estimates 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~~2021 10-K for a discussion of our critical accounting ~~policies.~~estimates.

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.

We maintain disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our ~~CEO~~Chief Executive Officer ("CEO") and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.

Our management, including our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of ~~September~~June 30, ~~2021,~~2022, the end of the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, our CEO and CFO concluded that the design and operation of these disclosure controls and procedures were effective, at the “reasonable assurance” level, to ensure information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

There were no changes in our internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting despite the fact that most of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the impact of COVID-19 on our internal controls to minimize the impact on their design and operating effectiveness.

Information regarding legal proceedings is set forth in Note L, Litigation and Contingencies, in the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our ~~2020~~2021 10-K, which could materially affect our business, financial condition, or future results. The risks described in our ~~2020~~2021 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results. There have been no material changes during the three months ended ~~September~~June 30, ~~2021~~2022 to the risk factors previously disclosed in the ~~2020~~2021 10-K.

~~Not applicable.~~We did not sell any unregistered equity securities during the quarter ended June 30, 2022.

**Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Page

Part I.	Financial Information

Item 1.	Consolidated Financial Statements
	(Unaudited)

	Condensed Consolidated Balance Sheets — ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021	3

	Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~ — Three and Six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	4

	~~Condensed Consolidated Statements of Comprehensive Income (Loss) — Nine months ended September 30, 2021 and 2020~~	5

	Condensed Consolidated Statements of Changes in Stockholders’ Deficit — Three and ~~Nine~~Six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	6

	Condensed Consolidated Statements of Cash Flows — ~~Nine~~Six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2825

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3531

Item 4.	Controls and Procedures	3531

Part II.	Other Information

Item 1.	Legal Proceedings	3632

Item 1A.	Risk Factors	3632

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3632

Item 3.	Defaults Upon Senior Securities	3632

Item 4.	Mine Safety Disclosure	3632

Item 5.	Other Information	3632

Item 6.	Exhibits	3733

	*Three Months Ended September 30, 2021*						*Three Months Ended June 30, 2022*
In thousands	Revenue for performance obligations recognized over time		Revenue for performance obligations recognized at a point in time		Total		Revenue for performance obligations recognized over time		Revenue for performance obligations recognized at a point in time		Total
Marketing Services	$	12,628	$	2,101	$	14,729	$	10,610	$	2,840	$	13,450
Customer Care		19,768		0		19,768		15,382		0		15,382
Fulfillment and Logistics Services		13,362		1,738		15,100		17,203		2,518		19,721
Total Revenues	$	45,758	$	3,839	$	49,597	$	43,195	$	5,358	$	48,553

	*Three Months Ended September 30, 2020*						*Three Months Ended June 30, 2021*
In thousands	Revenue for performance obligations recognized over time		Revenue for performance obligations recognized at a point in time		Total		Revenue for performance obligations recognized over time		Revenue for performance obligations recognized at a point in time		Total
Marketing Services	$	13,177	$	2,040	$	15,217	$	12,087	$	2,121	$	14,208
Customer Care		17,933		0		17,933		19,191		0		19,191
Fulfillment and Logistics Services		12,805		1,747		14,552		13,881		1,979		15,860
Total Revenues	$	43,915	$	3,787	$	47,702	$	45,159	$	4,100	$	49,259

	*Nine Months Ended September 30, 2021*						*Six Months Ended June 30, 2022*
In thousands	Revenue for performance obligations recognized over time		Revenue for performance obligations recognized at a point in time		Total		*Revenue for performance obligations recognized over time*		*Revenue for performance obligations recognized at a point in time*		*Total*
Marketing Services	$	36,163	$	5,652	$	41,815	$	21,491	$	4,883	$	26,374
Customer Care		55,503		0		55,503		33,123		0		33,123
Fulfillment and Logistics Services		39,689		5,603		45,292		32,095		6,023		38,118
Total Revenues	$	131,355	$	11,255	$	142,610	$	86,709	$	10,906	$	97,615

	*Nine Months Ended September 30, 2020*						*Six Months Ended June 30, 2021*
In thousands	Revenue for performance obligations recognized over time		Revenue for performance obligations recognized at a point in time		Total		*Revenue for performance obligations recognized over time*		*Revenue for performance obligations recognized at a point in time*		*Total*
Marketing Services	$	38,103	$	3,579	$	41,682	$	23,535	$	3,551	$	27,086
Customer Care		41,640		0		41,640		35,735		0		35,735
Fulfillment and Logistics Services		39,259		7,244		46,503		26,327		3,865		30,192
Total Revenues	$	119,002	$	10,823	$	129,825	$	85,597	$	7,416	$	93,013

In thousands	*September 30, 2021*		*December 31, 2020*		*June 30, 2022*		*December 31, 2021*
Contract assets	$	333	$	613	$	337	$	622
Deferred revenue and customer advances		4,977		4,661		6,164		3,942
Deferred revenue, included in other long-term liabilities		781		817		540		756

In thousands	*As of September 30, 2021*						*As of June 30, 2022*
	Operating Leases		Finance Leases		*Total*		Operating Leases		Finance Leases		*Total*
Right-of-use Assets	$	19,569	$	810	$	20,379	$	18,309	$	673	$	18,982

Liabilities
Short-term lease liabilities		6,410		205		6,615
Current portion of lease liabilities								5,119		188		5,307
Long-term lease liabilities		17,289		257		17,546		16,477		117		16,594
Total Lease Liabilities	$	23,699	$	462	$	24,161	$	21,596	$	305	$	21,901

In thousands	*As of December 31, 2020*						*As of December 31, 2021*
	Operating Leases		Finance Leases		*Total*		Operating Leases		Finance Leases		*Total*
Right-of-use Assets	$	23,793	$	957	$	24,750	$	21,382	$	760	$	22,142

Liabilities
Short-term lease liabilities		6,436		227		6,663		6,359		194		6,553
Long-term lease liabilities		20,892		403		21,295		19,004		211		19,215
Total Lease Liabilities	$	27,328	$	630	$	27,958	$	25,363	$	405	$	25,768

In thousands	*Operating Leases (1)*		*Finance Leases*		*Operating Leases (1)*		*Finance Leases*
Year Ending December 31,
Remainder of 2021	$	1,997	$	63
2022		6,698		209
Remainder of 2022					$	2,437	$	100
2023		4,765		166		5,222		166
2024		3,327		48		3,820		48
2025		1,581		6		2,117		6
2026		7,505		0		2,014		0
2027						8,229		0
Total future minimum lease payments		25,873		492		23,839		320
Less: imputed interest		2,174		30		2,243		15
Total lease liabilities	$	23,699	$	462	$	21,596	$	305

	*Defined Benefit*			*Foreign Currency*
In thousands	*Pension Items*			*Items*			*Total*
Balance at December 31, 2020	$	(68,544	)	$	2,933		$	(65,611	)
Other comprehensive income, net of tax, before reclassifications		0			(1,713	)		(1,713	)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax, to other, net, on the condensed consolidated statements of comprehensive loss		2,457			0			2,457
Net current period other comprehensive income, net of tax		2,457			(1,713	)		744
Balance at September 30, 2021	$	(66,087	)	$	1,220		$	(64,867	)

	*Three Months Ended September 30,*					*Nine Months Ended September 30,*						Three Months Ended June 30,			Six Months Ended June 30,
In thousands	*2021*			*2020*		*2021*			*2020*			2021			2021
Adjustment to Contract termination fee		0			0		0			(306	)
Severance	$	116		$	641	$	1,530		$	2,053			1,209			1,413
Facility, asset impairment and other expense
Lease impairment and termination expense		425			0		718			2,974			0			294
Fixed Asset disposal and impairment charges		(8	)		154		(2	)		1,294			(4	)		6
Facility and other expenses		404			624		2,634			1,990			539			2229
Total facility, asset impairment and other expense		821			778		3,350			6,258			535			2,529

Total	$	937		$	1,419	$	4,880		$	8,005		$	1,744		$	3,942

In thousands	*Nine Months Ended September 30, 2021*
	Contract Termination Fee		Severance			Facility, asset impairment and other expense		Total
Beginning balance:	$	0	$	549		$	4	$	553
Additions		0		1,527			1		1,528
Payments and adjustments		0		(1,447	)		0		(1,447	)
Ending balance:	$	0	$	629		$	5	$	634

	*For the Nine Months Ended September 30, 2020*
	Contract Termination Fee			Severance			Facility, asset impairment and other expense			Total
Beginning Balance:	$	1,491		$	360		$	70		$	1,921
Additions		0			2,022			3,145			5,167
Payments		(1,491	)		(1,604	)		(3,207	)		(6,302	)
Ending Balance:	$	0		$	778		$	8		$	786

	*For the Six Months Ended June 30, 2021*
	Contract Termination Fee		Severance			Facility, asset impairment and other expense		Total
Beginning Balance:	$	0	$	549		$	4	$	553
Additions		0		1,413			17		1,430
Payments		0		(1,025	)		0		(1,025	)
Ending Balance:	$	0	$	937		$	21	$	958

Three Months ended September 30, 2021	*Marketing Services*		*Customer Care*		*Fulfillment and Logistics Services*		*Restructuring*			*Unallocated Corporate*			*Total*
Three Months ended June 30, 2022															*Marketing Services*		*Customer Care*		*Fulfillment and Logistics Services*		*Restructuring*		*Unallocated Corporate*			*Total*
					(In thousands)														(In thousands)
Revenues	$	14,729	$	19,768	$	15,100	$	0		$	0		$	49,597	$	13,450	$	15,382	$	19,721	$	0	$	0		$	48,553
Segment Operating Expense	$	10,937	$	15,087	$	12,695	$	0		$	5,108		$	43,827	$	10,584	$	12,212	$	15,770	$	0	$	5,390		$	43,956
Restructuring	$	0	$	0	$	0	$	937		$	0		$	937
Contribution margin	$	3,792	$	4,681	$	2,405	$	(937	)	$	(5,108	)	$	4,833
Overhead Allocation	$	1,020	$	667	$	712	$	0		$	(2,399	)	$	0
Contribution margin (loss)															$	2,866	$	3,170	$	3,951	$	0	$	(5,390	)	$	4,597
Shared Services															$	1,052	$	677	$	779	$	0	$	(2,508	)	$	0
EBITDA	$	2,772	$	4,014	$	1,693	$	(937	)	$	(2,709	)	$	4,833	$	1,814	$	2,493	$	3,172	$	0	$	(2,882	)	$	4,597
Depreciation	$	117	$	195	$	182	$	0		$	113		$	607	$	89	$	201	$	202	$	0	$	94		$	586
Operating income (loss)	$	2,655	$	3,819	$	1,511	$	(937	)	$	(2,822	)	$	4,226	$	1,725	$	2,292	$	2,970	$	0	$	(2,976	)	$	4,011

Three Months ended September 30, 2020	*Marketing Services*		*Customer Care*		*Fulfillment and Logistics Services*		*Restructuring*			*Unallocated Corporate*			*Total*
Three Months ended June 30, 2021															*Marketing Services*		*Customer Care*		*Fulfillment and Logistics Services*		*Restructuring*			*Unallocated Corporate*			*Total*
					(In thousands)														(In thousands)
Revenues	$	15,217	$	17,933	$	14,552	$	0		$	0		$	47,702	$	14,208	$	19,191	$	15,860	$	0		$	0		$	49,259
Segment Operating Expense	$	12,835	$	14,097	$	13,392	$	0		$	4,433		$	44,757	$	11,377	$	15,138	$	13,426	$	0		$	5,476		$	45,417
Restructuring	$	0	$	0	$	0	$	1,419		$	0		$	1,419	$	0	$	0	$	0	$	1,744		$	0		$	1,744
Contribution margin	$	2,382	$	3,836	$	1,160	$	(1,419	)	$	(4,433	)	$	1,526
Overhead Allocation	$	1,173	$	827	$	886	$	0		$	(2,886	)	$	0
Contribution margin (loss)															$	2,831	$	4,053	$	2,434	$	(1,744	)	$	(5,476	)	$	2,098
Shared Services															$	1,105	$	703	$	779	$	0		$	(2,587	)	$	0
EBITDA	$	1,209	$	3,009	$	274	$	(1,419	)	$	(1,547	)	$	1,526	$	1,726	$	3,350	$	1,655	$	(1,744	)	$	(2,889	)	$	2,098
Depreciation	$	141	$	323	$	138	$	0		$	139		$	741	$	144	$	203	$	192	$	0		$	124		$	663
Operating income (loss)	$	1,068	$	2,686	$	136	$	(1,419	)	$	(1,686	)	$	785	$	1,582	$	3,147	$	1,463	$	(1,744	)	$	(3,013	)	$	1,435

Nine Months ended September 30, 2021	*Marketing Services*		*Customer Care*		*Fulfillment and Logistics Services (1)*		*Restructuring*			*Unallocated corporate*			*Total*
Six Months ended June 30, 2022															*Marketing Services*		*Customer Care*		*Fulfillment and Logistics Services*		*Restructuring*		*Unallocated Corporate*			*Total*
					(In thousands)														(In thousands)
Revenues	$	41,815	$	55,503	$	45,292	$	0		$	0		$	142,610	$	26,374	$	33,123	$	38,118	$	0	$	0		$	97,615
Segment Operating Expense	$	33,355	$	43,299	$	38,295	$	0		$	16,037		$	130,986	$	20,934	$	25,773	$	30,929	$	0	$	10,889		$	88,525
Restructuring	$	0	$	0	$	0	$	4,880		$	0		$	4,880
Contribution margin	$	8,460	$	12,204	$	6,997	$	(4,880	)	$	(16,037	)	$	6,744	$	5,440	$	7,350	$	7,189	$	0	$	(10,889	)	$	9,090
Overhead Allocation	$	3,380	$	2,240	$	2,432	$	0		$	(8,052	)	$	0
Shared Services															$	2,165	$	1,395	$	1,630	$	0	$	(5,190	)	$	0
EBITDA	$	5,080	$	9,964	$	4,565	$	(4,880	)	$	(7,985	)	$	6,744	$	3,275	$	5,955	$	5,559	$	0	$	(5,699	)	$	9,090
Depreciation	$	412	$	652	$	541	$	0		$	363		$	1,968	$	191	$	403	$	404	$	0	$	186		$	1,184
Operating income (loss)	$	4,668	$	9,312	$	4,024	$	(4,880	)	$	(8,348	)	$	4,776	$	3,084	$	5,552	$	5,155	$	0	$	(5,885	)	$	7,906

Nine Months ended September 30, 2020	*Marketing Services*		*Customer Care*		*Fulfillment and Logistics Services*			*Restructuring*			*Unallocated corporate*			*Total*
Six Months ended June 30, 2021																	*Marketing Services*		*Customer Care*		*Fulfillment and Logistics Services (1)*		*Restructuring*			*Unallocated Corporate*			*Total*
					(In thousands)																(In thousands)
Revenues	$	41,682	$	41,640	$	46,503		$	0		$	0		$	129,825		$	27,086	$	35,735	$	30,192	$	0		$	0		$	93,013
Segment Operating Expense	$	34,406	$	34,669	$	44,984		$	0		$	15,064		$	129,123		$	22,418	$	28,212	$	25,600	$	0		$	10,929		$	87,159
Restructuring	$	0	$	0	$	0		$	8,005		$	0		$	8,005		$	0	$	0	$	0	$	3,942		$	0		$	3,942
Contribution margin	$	7,276	$	6,971	$	1,519		$	(8,005	)	$	(15,064	)	$	(7,303	)	$	4,668	$	7,523	$	4,592	$	(3,942	)	$	(10,929	)	$	1,912
Overhead Allocation	$	3,806	$	2,629	$	2,937		$	0		$	(9,372	)	$	0
Shared Services																	$	2,360	$	1,573	$	1,720	$	0		$	(5,653	)	$	0
EBITDA	$	3,470	$	4,342	$	(1,418	)	$	(8,005	)	$	(5,692	)	$	(7,303	)	$	2,308	$	5,950	$	2,872	$	(3,942	)	$	(5,276	)	$	1,912
Depreciation	$	463	$	780	$	1,185		$	0		$	477		$	2,905		$	295	$	457	$	359	$	0		$	250		$	1,361
Operating income (loss)	$	3,007	$	3,562	$	(2,603	)	$	(8,005	)	$	(6,169	)	$	(10,208	)	$	2,013	$	5,493	$	2,513	$	(3,942	)	$	(5,526	)	$	551

	Three Months Ended September 30,									Nine Months Ended September 30,									Three Months Ended June 30,									Six Months Ended June 30,
In thousands, except percentages	2021			2020			% Change			2021			2020			% Change			2022			2021			% Change			2022			2021			% Change
Revenues	$	49,597		$	47,702			4.0	%	$	142,610		$	129,825			9.8	%	$	48,553		$	49,259			(1.4	)%	$	97,615		$	93,013			4.9	%
Operating expenses		45,371			46,917			(3.3	)%		137,834			140,033			(1.6	)%		44,542			47,824			(6.9	)%		89,709			92,462			(3.0	)%
Operating income (loss)	$	4,226		$	785			438.3	%	$	4,776		$	(10,208	)		146.8	%
Operating income																			$	4,011		$	1,435			179.5	%	$	7,906		$	551			1334.8	%

Operating margin		8.5	%		1.6	%					3.3	%		(7.9	)%					8.3	%		2.9	%					8.1	%		0.6	%

Income (loss) before income taxes	$	4,576		$	(1,674	)		373.3	%	$	14,233		$	(15,601	)		191.2	%
Income before income taxes																			$	5,132		$	10,824			(52.6	)%	$	8,931		$	9,657			(7.5	)%

Diluted earnings (loss) per common share from operations	$	0.52		$	(0.27	)		294.1	%	$	1.57		$	(0.48	)		428.1	%
Diluted earnings per common share from operations																			$	0.52		$	1.27			(59.1	)%	$	0.91		$	1.05			(13.3	)%

Exhibit No.		Description of Exhibit
*31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*32.1		Furnished Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2		Furnished Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data Files because its XBRL tags are embedded within the Inline XBRL Document.
*101.SCH		Inline XBRL Taxonomy Extension Schema Document
*101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
*101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
*101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
*101.DEF		Inline XBRL Definition Linkbase Document

*104		Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

		HARTE HANKS, INC.

~~November~~August 12, ~~2021~~2022		/s/ Brian Linscott
Date		Brian Linscott
		Chief Executive Officer


~~November~~August 12, ~~2021~~2022		/s/ Laurilee Kearnes
Date		Laurilee Kearnes
		Vice President, and Chief Financial Officer