Harte Hanks Reports Material Agreement, New Debt, Officer Comp Changes
Ticker: HHS · Form: 8-K · Filed: Jan 5, 2024 · CIK: 45919
Complexity: moderate
Sentiment: mixed
Topics: material-agreement, debt, executive-compensation, corporate-governance
TL;DR
**Harte Hanks just dropped an 8-K detailing new agreements, debt, and officer pay changes, signaling big shifts.**
AI Summary
Harte Hanks, Inc. filed an 8-K on January 5, 2024, reporting events from December 29, 2023, concerning a material definitive agreement, a new financial obligation, and changes in compensatory arrangements for officers. This indicates the company is undergoing significant operational or financial restructuring, which could impact its future performance and profitability. Investors should pay close attention to the details of these agreements as they could signal a shift in the company's strategic direction or financial health.
Why It Matters
These events suggest Harte Hanks is making significant financial and operational adjustments, which could affect its balance sheet, future earnings, and overall strategic direction. Investors need to understand the nature of these changes to assess potential impacts on stock value.
Risk Assessment
Risk Level: medium — The filing indicates significant changes in financial obligations and compensatory arrangements, which can introduce both opportunities and risks depending on the specifics of the agreements.
Analyst Insight
A smart investor would monitor subsequent filings (like 10-Q or 10-K) for detailed explanations of the 'Material Definitive Agreement' and 'Direct Financial Obligation' to understand their financial impact on Harte Hanks, Inc. and assess the implications of the 'Compensatory Arrangements of Certain Officers' on future leadership and strategy.
Key Numbers
- 0000045919-24-000003 — Accession Number (Unique identifier for the SEC filing)
- 20231229 — Conformed Period of Report (The date of the earliest event reported in the filing)
- 20240105 — Filed As Of Date (The date the 8-K was filed with the SEC)
- 15 — Public Document Count (Number of documents included in the filing)
Key Players & Entities
- Harte Hanks, Inc. (company) — the registrant filing the 8-K
- December 29, 2023 (date) — date of the earliest event reported
- January 5, 2024 (date) — date of the 8-K report
- Delaware (company) — State of Incorporation for Harte Hanks, Inc.
- 1-7120 (dollar_amount) — Commission File Number
- 74-1677284 (dollar_amount) — I.R.S. Employer Identification No.
Forward-Looking Statements
- Harte Hanks will provide more specific details about the material definitive agreement and financial obligation in its next quarterly or annual report. (Harte Hanks, Inc.) — high confidence, target: Q1 2024 Earnings Report
- The changes in compensatory arrangements for officers could lead to shifts in executive leadership or strategy. (Harte Hanks, Inc.) — medium confidence, target: Mid-2024
FAQ
What specific types of events did Harte Hanks, Inc. report in this 8-K filing?
Harte Hanks, Inc. reported an 'Entry into a Material Definitive Agreement,' 'Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant,' and 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers' as of December 29, 2023.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on December 29, 2023, as indicated by the 'Date of Earliest Event Reported' and 'CONFORMED PERIOD OF REPORT: 20231229'.
What is the filing date of this 8-K report?
The 8-K report was filed on January 5, 2024, as stated by 'Date of Report (Date of Earliest Event Reported) January 5, 2024' and 'FILED AS OF DATE: 20240105'.
What is Harte Hanks, Inc.'s state of incorporation and IRS Employer Identification Number?
Harte Hanks, Inc. is incorporated in Delaware and its I.R.S. Employer Identification No. is 74-1677284.
What is the business address and phone number for Harte Hanks, Inc. as listed in the filing?
The business address for Harte Hanks, Inc. is 1 Executive Drive, Suite 303, Chelmsford, Massachusetts 01824, and its telephone number is (512) 434-1100.
Filing Stats: 1,199 words · 5 min read · ~4 pages · Grade level 12.2 · Accepted 2024-01-05 16:15:08
Key Financial Figures
- $25,000,000 — ed (on December 21, 2021) a three-year, $25,000,000 asset-based revolving credit facility (
- $3,000,000 — reement allows the Company to use up to $3,000,000 of its borrowing capacity to issue lett
- $60,000 — will receive an annual retainer fee of $60,000, paid monthly, to serve on the Board. O
Filing Documents
- hhs-20231229.htm (8-K) — 33KB
- a20231229ex101debtamendment.htm (EX-10.1) — 1180KB
- a20240104ex9901prlineofcre.htm (EX-99.01) — 11KB
- a20240103ex9902prdirector.htm (EX-99.02) — 6KB
- 0000045919-24-000003.txt ( ) — 1505KB
- hhs-20231229.xsd (EX-101.SCH) — 2KB
- hhs-20231229_lab.xml (EX-101.LAB) — 24KB
- hhs-20231229_pre.xml (EX-101.PRE) — 13KB
- hhs-20231229_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. Harte Hanks, Inc. (as "Harte Hanks" or as the "Company") previously secured (on December 21, 2021) a three-year, $25,000,000 asset-based revolving credit facility (the "ABL Agreement") with Texas Capital Bank ("TCB"). On December 29, 2029, Harte Hanks, Inc. and various subsidiaries serving as guarantors (collectively as the "Company") entered into an amendment to this ABL Agreement (the "Amended Credit Facility"), The Amended Credit Facility extends the maturity date and term of the ABL Agreement from December 21, 2024, through June 30, 2025, and inter alia , converts the base lending rate to a Secured Overnight Financing Rate ("SOFR"), plus a margin of 2.25% per annum. All outstanding amounts advanced under the Amended Credit Facility/ ABL Agreement are now due and payable in full on June 30, 2025. The Amended Credit Facility does not otherwise materially change the terms of the ABL Agreement, which provides for loans up to the lesser of (a) $25,000,000, 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 ABL Agreement allows the Company to use up to $3,000,000 of its borrowing capacity to issue letters of credit. The Company may voluntarily prepay all or any portion of the loans advanced under the Amended Credit Facility/ ABL Agreement at any time, without premium or penalty. The Amended Credit Facility/ ABL Agreement is subject to mandatory prepayments (i) from the net proceeds of asset dispositions not otherwise permitted under the ABL Agreement; (ii) if the unpaid principal balance under the Amended Credit Facility/ ABL Agreement plus the aggregate face amount of all outstanding letters of credit exceeds the borrowing base, the Company must immediately prepay the entire amount of such excess; (iii) in an amount equal to 50% of the net proceeds of issuances of capital stock (subject to customary exc
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being filed or furnished herewith: Exhibit Number Exhibit Title 10.01 First Amendment to L oan Agreement, effective December 29, 2023, among Harte Hanks, Inc. the subsidiary guarantors party thereto and Texas Capital Bank, National Association and the Amended Loan Agreement as attached thereto*. 99.01 January 4, 2024 Press Release of Harte Hanks, Inc.* 99.02 January 3, 2024 Press Release of Harte Hanks, Inc. * 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Furnished herewith SIGNATURE 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. Harte Hanks, Inc. By: /s/ David A. Garrison David A. Garrison Interim Chief Financial Officer Dated: January 5, 2024