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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Harte Hanks Inc | NYSE:HHS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.69 | 0 | 01:00:00 |
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Delaware
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74-1677284
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Common Stock
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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ý
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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Agency & Digital Services.
Our agency services are full-service, customer engagement agencies specializing in direct and digital communications for both consumer and business-to-business markets. With strategy, creative, and implementation services, we help marketers within targeted industries understand, identify, and engage prospects and customers in their channel of choice. Our digital solutions integrate online services within the marketing mix and include: search engine management, display, digital analytics, website development and design, digital strategy, social media, email, e-commerce, and interactive relationship management and a host of other services that support our core businesses.
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Database Marketing Solutions and Business-to-Business Lead Generation.
We have successfully delivered marketing database solutions across various industries. Our solutions are built around centralized marketing databases with three core offerings: insight and analytics; customer data integration; and marketing communications tools. Our solutions enable organizations to build and manage customer communication strategies that drive new customer acquisition and retention and maximize the value of existing customer relationships. Through insight, we help clients identify models of their most profitable customer relationships and then apply these models to increase the value of existing customers while also winning profitable new customers. Through customer data integration, data from multiple sources comes together to provide a single customer view of client prospects and customers. Then we help clients apply their data and insights to the entire customer life cycle, to help clients sustain and grow their business, gain deeper customer insights, and continuously refine their customer resource management strategies and tactics.
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Direct Mail, Logistics, and Fulfillment.
As a full-service direct marketing provider and a substantial mailing partner of the U.S. Postal Service ("USPS"), our operational mandate is to ensure creativity and quality, provide an understanding of the options available in technologies and segmentation strategies and capitalize on economies of scale with our variety of execution options. Our services include: digital printing, print on demand, advanced mail optimization, logistics and transportation optimization, tracking (including our proprietary prEtrak solution), commingling, shrink wrapping, and specialized mailings. We also maintain fulfillment centers where we provide custom kitting services, print on demand, product recalls, and freight optimization allowing our customers to distribute literature and other marketing materials.
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Contact Centers.
We operate teleservice workstations around the globe providing advanced contact center solutions such as: speech, voice and video chat, integrated voice response, analytics, social cloud monitoring, and web self-service. We provide both inbound and outbound contact center services and support many languages with our strategically placed global locations for both consumer and business-to-business markets.
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Domestic Offices
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Austin, Texas
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Maitland, Florida
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Bellaire, Texas
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New York, New York
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Burlington, Vermont
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Oakland, California
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Chelmsford, Massachusetts
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Raleigh, North Carolina
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Chicago, Illinois
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San Antonio, Texas
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Deerfield Beach, Florida
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San Diego, California
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Denver, Colorado
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San Francisco, California
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East Bridgewater, Massachusetts
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San Mateo, California
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Fullerton, California
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Shawnee, Kansas
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Grand Prairie, Texas
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Trevose, Pennsylvania
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Jacksonville, Florida
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Texarkana, Texas
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Langhorne, Pennsylvania
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Wilkes-Barre, Pennsylvania
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International Offices
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Bristol, United Kingdom
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Manila, Philippines
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Hasselt, Belgium
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Uxbridge, United Kingdom
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Iasi, Romania
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•
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The Federal Trade Commission’s positions regarding the processing of personal information and protecting consumers as expressed through its Protecting Consumer Privacy in an Era of Rapid Change, Data Brokers, Big Data and Cross-Device Tracking reports (each of which seek to address consumer privacy, data protection, and technological advancements related to the collection or use of personal information for marketing purposes).
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Data protection laws in the European Union ("EU"), including the General Data Protection Regulation (EU Regulation 679/2016) which imposes a number of obligations with respect to the processing of personal data and prohibitions related to the transfer of personal information from the EU to other countries, including the U.S., that do not provide data subjects with an “adequate” level of privacy or security.
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The Financial Services Modernization Act of 1999, or Gramm-Leach-Bliley Act ("GLB"), which, among other things, regulates the use for marketing purposes of non-public personal financial information of consumers that is held by financial institutions. Although Harte Hanks is not considered a financial institution, many of our clients are subject to the GLB. The GLB also includes rules relating to the physical, administrative, and technological protection of non-public personal financial information.
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The Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), which regulates the use of protected health information for marketing purposes and requires reasonable safeguards designed to prevent intentional or unintentional use or disclosure of protected health information.
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The Fair and Accurate Credit Transactions Act of 2003 ("FACT Act"), which amended the FCRA and requires, among other things, consumer credit report notice requirements for creditors that use consumer credit report information in connection with risk-based credit pricing actions and also prohibits a business that receives consumer information from an affiliate from using that information for marketing purposes unless the consumer is first provided a notice and an opportunity to direct the business not to use the information for such marketing purposes, subject to certain exceptions.
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The Fair Credit Reporting Act ("FCRA"), which governs, among other things, the sharing of consumer report information, access to credit scores, and requirements for users of consumer report information.
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Federal and state laws governing the use of the email for marketing purposes, including the U.S. Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 ("CAN-SPAM"), Canada’s Anti-Spam Legislation ("CASL") and similar e-Privacy laws in Europe (in support of Directive 2002/58/EC).
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Federal and state laws governing the use of telephones for unsolicited marketing purposes, including the Federal Trade Commission’s Telemarketing Sales Rule ("TSR"), the Federal Communications Commission’s Telephone Consumer Protection Act ("TCPA"), various U.S. state do-not-call laws, Canada’s National Do Not Call laws and rules (“Telecommunications Act”) and similar e-Privacy laws in Europe (in support of Directive 2002/58/EC).
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Federal and state laws governing the collection and use of personal data online and via mobile devices, including but not limited to the Federal Trade Commission Act and the Children's Online Privacy Protection Act, which seek to address consumer privacy and protection.
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Federal and state laws in the U.S., Canada, and Europe specific to data security and breach notification, which include required standards for data security and generally require timely notifications to affected persons in the event of data security breaches or other unauthorized access to certain types of protected personal data.
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limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate, including limiting our ability to invest in our strategic initiatives, and consequently, place us at a competitive disadvantage;
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reduce the availability of our cash flows that would otherwise be available to fund working capital, capital expenditures, acquisitions, and other general corporate purposes; and
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result in higher interest expense in the event of increases in interest rates, as discussed below under the Risk Factor “Interest rate increases could affect our results of operations, cash flows, and financial position.”
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changes in local, national, and international legal requirements or policies resulting in burdensome government controls, tariffs, restrictions, embargoes, or export license requirements;
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higher rates of inflation;
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the potential for nationalization of enterprises;
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less favorable labor laws that may increase employment costs and decrease workforce flexibility;
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potentially adverse tax treatment;
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less favorable foreign intellectual property laws that would make it more difficult to protect our intellectual property from misappropriation;
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more onerous or differing data privacy and security requirements or other marketing regulations;
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longer payment cycles;
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social, economic, and political instability; and
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the differing costs and difficulties of managing international operations.
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variations in our operating results from period to period and variations between our actual operating results and the expectations of securities analysts, investors, and the financial community;
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unanticipated developments with client engagements or client demand, such as variations in the size, budget, or progress toward the completion of engagements, variability in the market demand for our services, client consolidations, and the unanticipated termination of several major client engagements;
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announcements of developments affecting our businesses;
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competition and the operating results of our competitors;
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the overall strength of the economies of the markets we serve and general market volatility; and
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other factors discussed elsewhere in this Item 1A, “Risk Factors.”
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2017
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2016
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||||||||||||
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High
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Low
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High
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Low
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||||||||
First Quarter
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$
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16.40
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$
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13.50
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$
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37.20
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$
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25.30
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Second Quarter
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14.70
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9.70
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27.40
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8.50
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Third Quarter
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10.70
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7.60
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19.30
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14.20
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Fourth Quarter
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10.70
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8.50
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18.30
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12.80
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Period
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Total Number of
Shares Purchased (1) |
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Average
Price Paid per Share |
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Total Number of
Shares Purchased as Part of a Publicly Announced Plan (2) |
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Maximum Dollar
Amount that May Yet Be Spent Under the Plan |
||||||
October 1 - 31, 2017
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140
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$
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10.11
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—
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$
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11,437,544
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November 1 - 30, 2017
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—
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$
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—
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—
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$
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11,437,544
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December 1 - 31, 2017
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—
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$
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—
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—
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$
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11,437,544
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Total
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140
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$
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10.11
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—
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ANNUAL RETURN PERCENTAGE
Years Ending
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||||||||||||
Company Name / Index
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Dec 2013
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Dec 2014
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Dec 2015
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Dec 2016
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Dec 2017
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Harte Hanks, Inc.
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36.62
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3.88
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(55.17
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)
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(52.11
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)
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(37.17
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)
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S&P 500 Index
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32.39
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13.69
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1.38
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11.96
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21.83
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Peer Group
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42.11
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(26.98
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)
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4.74
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(5.61
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)
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21.54
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In thousands, except per share amounts
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2017
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2016
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2015
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2014
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2013
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||||||||||
Statement of Comprehensive Income Data
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Revenues
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$
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383,906
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$
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404,412
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$
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444,166
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$
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499,444
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$
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503,760
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Operating income (loss) from continuing operations
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(40,865
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)
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(53,837
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)
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(197,953
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)
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28,319
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31,656
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|||||
Income (loss) from continuing operations
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$
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(41,860
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)
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$
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(89,778
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)
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$
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(181,066
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)
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$
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13,754
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$
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11,637
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||||||||||
Earnings (loss) from continuing operations per common share—diluted
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$
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(6.76
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)
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$
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(14.60
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)
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$
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(29.37
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)
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$
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2.20
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$
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1.86
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Weighted-average common and common equivalent shares outstanding—diluted
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6,192
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6,149
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6,164
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6,265
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6,280
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|||||
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||||||||||
Cash dividends per share
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$
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—
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$
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0.85
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$
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3.40
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$
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3.40
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$
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2.55
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||||||||||
Balance sheet data (at end of period)
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|
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|||||
Total assets
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130,812
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213,437
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414,413
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643,613
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684,613
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|||||
Total debt
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|
—
|
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—
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77,105
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82,123
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97,079
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|
|||||
Total stockholders’ equity (deficit)
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|
(34,635
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)
|
|
2,656
|
|
|
140,316
|
|
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326,676
|
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|
349,054
|
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•
|
agency and digital services;
|
•
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database marketing solutions and business-to-business lead generation;
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•
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direct mail, logistics, and fulfillment; and
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•
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contact centers.
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|
|
Year Ended December 31,
|
||||||||||||||||
In thousands, except per share amounts
|
|
2017
|
|
% Change
|
|
2016
|
|
% Change
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|
2015
|
||||||||
Revenues
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$
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383,906
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-5.1
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%
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$
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404,412
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-9.0
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%
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$
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444,166
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Operating expenses
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424,771
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|
|
-7.3
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%
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458,249
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-28.6
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%
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642,119
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|
|||
Operating loss
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$
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(40,865
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)
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24.1
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%
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$
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(53,837
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)
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|
72.8
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%
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$
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(197,953
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)
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|
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|
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||||||||
Operating margin
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(10.6
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)%
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(13.3
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)%
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(44.6
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)%
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|||||
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|
|
|
|
|
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|
||||||||
Loss from continuing operations
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$
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(41,860
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)
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53.4
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%
|
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$
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(89,778
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)
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50.4
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%
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$
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(181,066
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)
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|
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|
|
|
|
|
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||||||||
Diluted EPS from continuing operations
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$
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(6.76
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)
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53.7
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%
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$
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(14.60
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)
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50.3
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%
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$
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(29.37
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)
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In thousands
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|
Total
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2018
|
|
2019
|
|
2020
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2021
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|
2022
|
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Thereafter
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||||||||||||||
Debt
|
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$
|
—
|
|
|
$
|
—
|
|
|
$
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—
|
|
|
$
|
—
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|
|
$
|
—
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|
|
$
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—
|
|
|
$
|
—
|
|
Interest on debt
|
|
115
|
|
|
87
|
|
|
28
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|
|
—
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|
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—
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|
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—
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—
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|||||||
Operating lease obligations
|
|
31,476
|
|
|
8,753
|
|
|
8,500
|
|
|
6,495
|
|
|
3,889
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|
|
2,016
|
|
|
1,823
|
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|||||||
Capital lease obligations
|
|
992
|
|
|
506
|
|
|
453
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|
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32
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|
|
1
|
|
|
—
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|
|
—
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|||||||
Unfunded pension plan benefit payments
|
|
17,511
|
|
|
1,685
|
|
|
1,674
|
|
|
1,703
|
|
|
1,731
|
|
|
1,775
|
|
|
8,943
|
|
|||||||
Total contractual cash obligations
|
|
$
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50,094
|
|
|
$
|
11,031
|
|
|
$
|
10,655
|
|
|
$
|
8,230
|
|
|
$
|
5,621
|
|
|
$
|
3,791
|
|
|
$
|
10,766
|
|
•
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an estimated discount rate such as the cost of equity or the weighted average cost of capital ("WACC"),
|
•
|
management's assumptions of future performance and historical operating results, and
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•
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the economic outlook as of the valuation date.
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•
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We did not properly staff (in amount and with appropriate levels of experience and training) for the company’s accounting and reporting requirements, which has also affected our evaluation process to identify the impact to our consolidated financial statements of adopting ASU No. 2014-09,
Revenue from Contracts with Customers
. The Company is required to adopt the new standard effective January 1, 2018. Without having substantially completed the impact assessment of the new standard on our consolidated financial statements, there is more than a remote likelihood that a material misstatement and/or disclosure omission will not be prevented or detected in our interim or annual financial statements with periods beginning January 1, 2018.
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•
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We did not sufficiently establish directives, guidance, and controls to enable management and other personnel to understand and carry out their internal control responsibilities.
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•
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We did not design and maintain internal controls that were effective in identifying, assessing and addressing risks that significantly affect our financial statements or the effectiveness of the internal controls over financial reporting. Specifically, we did not modify our controls to sufficiently address changes in risks of material misstatement as a result of changes in our operations, organizational structure and operating environment.
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•
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We did not design and maintain effective controls to obtain, generate and communicate relevant and accurate information to support the function of internal control over financial reporting. Specifically, we did not identify all relevant information systems in support of our accounting and financial reporting processes.
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•
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We did not use an adequate level of precision in our review of information used in certain controls.
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•
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We did not design and maintain effective monitoring of compliance with established accounting policies, procedures and controls. This weakness included our failure to design and operate effective procedures and controls whose purpose is to evaluate and monitor the effectiveness of our individual control activities.
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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15(a)(1)
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Financial Statements
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The financial statements filed as part of this report and referenced in Item 8 are presented in the Consolidated Financial Statements and the notes thereto beginning at page 38 of this Form 10-K (Financial Statements).
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15(a)(2)
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Financial Statement Schedules
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All schedules for which provision is made in the applicable rules and regulations of the SEC have been omitted as the schedules are not required under the related instructions, are not applicable, or the information required thereby is set forth in the Consolidated Financial Statements or notes thereto.
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15(a)(3)
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Exhibits
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The Exhibit Index following the Notes to Consolidated Financial Statements in this Form 10-K lists the exhibits that are filed or furnished, as applicable, as part of this Form 10-K.
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HARTE HANKS, INC.
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By:
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/s/ Karen A. Puckett
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Karen A. Puckett
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President and Chief Executive Officer
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Date:
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March 15, 2018
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/s/ Karen A. Puckett
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/s/ Jon C. Biro
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Karen A. Puckett
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Jon C. Biro
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Director, President and Chief Executive Officer
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Executive Vice President and Chief Financial Officer
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Date: March 15, 2018
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Date: March 15, 2018
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/s/ Carlos M. Alvarado
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/s/ Christopher M. Harte
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Carlos M. Alvarado
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Christopher M. Harte, Chairman
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Vice President, Finance and Corporate Controller
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Date: March 15, 2018
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Date: March 15, 2018
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/s/ David L. Copeland
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/s/ Scott C. Key
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David L. Copeland, Director
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Scott C. Key, Director
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Date: March 15, 2018
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Date: March 15, 2018
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/s/ William F. Farley
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/s/ Judy C. Odom
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William F. Farley, Director
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Judy C. Odom, Director
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Date: March 15, 2018
|
|
Date: March 15, 2018
|
|
|
|
/s/ Melvin L. Keating
|
|
/s/ Alfred V. Tobia, Jr.
|
Melvin L. Keating, Director
|
|
Alfred V. Tobia, Jr., Director
|
Date: March 15, 2018
|
|
Date: March 15, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
In thousands, except per share and share amounts
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
8,397
|
|
|
$
|
46,005
|
|
Accounts receivable (less allowance for doubtful accounts of $697 at December 31, 2017 and $1,028 at December 31, 2016)
|
|
81,397
|
|
|
88,813
|
|
||
Inventory
|
|
587
|
|
|
838
|
|
||
Prepaid expenses
|
|
5,039
|
|
|
5,944
|
|
||
Prepaid income tax
|
|
3,886
|
|
|
2,895
|
|
||
Other current assets
|
|
3,900
|
|
|
4,934
|
|
||
Total current assets
|
|
103,206
|
|
|
149,429
|
|
||
Property, plant and equipment
|
|
|
|
|
|
|
||
Buildings and improvements
|
|
16,821
|
|
|
18,673
|
|
||
Software
|
|
52,967
|
|
|
53,672
|
|
||
Equipment and furniture
|
|
84,747
|
|
|
92,367
|
|
||
Software development and equipment installations in progress
|
|
4,005
|
|
|
600
|
|
||
Gross property, plant and equipment
|
|
158,540
|
|
|
165,312
|
|
||
Less accumulated depreciation and amortization
|
|
(136,753
|
)
|
|
(141,388
|
)
|
||
Net property, plant and equipment
|
|
21,787
|
|
|
23,924
|
|
||
Goodwill
|
|
—
|
|
|
34,510
|
|
||
Other intangible assets (less accumulated amortization of $2,184 at December 31, 2017 and $1,471 at December 31, 2016)
|
|
2,589
|
|
|
3,302
|
|
||
Other assets
|
|
3,230
|
|
|
2,272
|
|
||
Total assets
|
|
$
|
130,812
|
|
|
$
|
213,437
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
|
||
Accounts payable
|
|
36,130
|
|
|
45,563
|
|
||
Accrued payroll and related expenses
|
|
10,601
|
|
|
9,990
|
|
||
Deferred revenue and customer advances
|
|
5,342
|
|
|
6,505
|
|
||
Income taxes payable
|
|
—
|
|
|
30,436
|
|
||
Customer postage and program deposits
|
|
11,443
|
|
|
7,985
|
|
||
Other current liabilities
|
|
3,732
|
|
|
4,188
|
|
||
Total current liabilities
|
|
67,248
|
|
|
104,667
|
|
||
Pensions
|
|
59,338
|
|
|
60,836
|
|
||
Contingent consideration
|
|
33,887
|
|
|
29,725
|
|
||
Deferred tax liability, net
|
|
773
|
|
|
11,044
|
|
||
Other long-term liabilities
|
|
4,201
|
|
|
4,509
|
|
||
Total liabilities
|
|
165,447
|
|
|
210,781
|
|
||
|
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
|
|
|
||
Common stock, $1 par value, 25,000,000 shares authorized 12,074,661 shares issued at December 31, 2017 and 12,043,673 shares issued at December 31, 2016
|
|
12,075
|
|
|
12,044
|
|
||
Additional paid-in capital
|
|
457,186
|
|
|
458,638
|
|
||
Retained earnings
|
|
794,583
|
|
|
837,316
|
|
||
Less treasury stock, 5,864,641 shares at cost at December 31, 2017 and 5,879,163 shares at cost at December 31, 2016
|
|
(1,254,176
|
)
|
|
(1,259,164
|
)
|
||
Accumulated other comprehensive loss
|
|
(44,303
|
)
|
|
(46,178
|
)
|
||
Total stockholders’ equity (deficit)
|
|
(34,635
|
)
|
|
2,656
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
130,812
|
|
|
$
|
213,437
|
|
|
|
Year Ended December 31,
|
||||||||||
In thousands, except per share amounts
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating revenues
|
|
$
|
383,906
|
|
|
$
|
404,412
|
|
|
$
|
444,166
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|||
Labor
|
|
230,280
|
|
|
245,298
|
|
|
233,304
|
|
|||
Production and distribution
|
|
109,090
|
|
|
117,126
|
|
|
141,920
|
|
|||
Advertising, selling, general and administrative
|
|
40,384
|
|
|
44,804
|
|
|
44,579
|
|
|||
Impairment of goodwill
|
|
34,510
|
|
|
38,669
|
|
|
209,938
|
|
|||
Depreciation, software and intangible asset amortization
|
|
10,507
|
|
|
12,352
|
|
|
12,378
|
|
|||
Total operating expenses
|
|
424,771
|
|
|
458,249
|
|
|
642,119
|
|
|||
Operating income (loss)
|
|
(40,865
|
)
|
|
(53,837
|
)
|
|
(197,953
|
)
|
|||
Other expenses
|
|
|
|
|
|
|
|
|
|
|||
Interest expense, net
|
|
4,826
|
|
|
3,454
|
|
|
5,016
|
|
|||
Loss on sale
|
|
—
|
|
|
—
|
|
|
9,501
|
|
|||
Other, net
|
|
6,063
|
|
|
11,857
|
|
|
5,956
|
|
|||
Total other expenses
|
|
10,889
|
|
|
15,311
|
|
|
20,473
|
|
|||
Income (loss) from continuing operations before income taxes
|
|
(51,754
|
)
|
|
(69,148
|
)
|
|
(218,426
|
)
|
|||
Income tax expense (benefit)
|
|
(9,894
|
)
|
|
20,630
|
|
|
(37,360
|
)
|
|||
Income (loss) from continuing operations
|
|
$
|
(41,860
|
)
|
|
$
|
(89,778
|
)
|
|
$
|
(181,066
|
)
|
|
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations, net of income taxes (including loss on disposal of $44,529 at December 31, 2016)
|
|
$
|
—
|
|
|
$
|
(41,159
|
)
|
|
$
|
10,138
|
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(41,860
|
)
|
|
$
|
(130,937
|
)
|
|
$
|
(170,928
|
)
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
|
$
|
(6.76
|
)
|
|
$
|
(14.60
|
)
|
|
$
|
(29.37
|
)
|
Discontinued operations
|
|
—
|
|
|
(6.69
|
)
|
|
1.64
|
|
|||
Basic earnings (loss) per common share
|
|
(6.76
|
)
|
|
$
|
(21.29
|
)
|
|
$
|
(27.73
|
)
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
|
6,192
|
|
|
6,149
|
|
|
6,164
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
|
$
|
(6.76
|
)
|
|
$
|
(14.60
|
)
|
|
$
|
(29.37
|
)
|
Discontinued operations
|
|
—
|
|
|
(6.69
|
)
|
|
1.64
|
|
|||
Diluted earnings (loss) per common share
|
|
$
|
(6.76
|
)
|
|
$
|
(21.29
|
)
|
|
$
|
(27.73
|
)
|
|
|
|
|
|
|
|
||||||
Weighted-average common and common equivalent shares outstanding
|
|
6,192
|
|
|
6,149
|
|
|
6,164
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(41,860
|
)
|
|
$
|
(130,937
|
)
|
|
$
|
(170,928
|
)
|
|
|
|
|
|
|
|
||||||
Declared dividends per share
|
|
$
|
—
|
|
|
$
|
0.85
|
|
|
$
|
3.40
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|||
Adjustment to pension liability
|
|
$
|
1,559
|
|
|
$
|
(3,062
|
)
|
|
$
|
5,645
|
|
Foreign currency translation adjustments
|
|
316
|
|
|
444
|
|
|
(1,976
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
|
1,875
|
|
|
(2,618
|
)
|
|
3,669
|
|
|||
Comprehensive income (loss)
|
|
$
|
(39,985
|
)
|
|
$
|
(133,555
|
)
|
|
$
|
(167,259
|
)
|
|
|
Year Ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
|||
Net loss
|
|
$
|
(41,860
|
)
|
|
$
|
(130,937
|
)
|
|
$
|
(170,928
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities
|
|
|
|
|
|
|
|
|
|
|||
(Income) loss from discontinued operations, net of tax
|
|
—
|
|
|
41,159
|
|
|
(10,138
|
)
|
|||
Loss on sale
|
|
—
|
|
|
—
|
|
|
9,501
|
|
|||
Impairment of goodwill
|
|
34,510
|
|
|
38,669
|
|
|
209,938
|
|
|||
Depreciation and software amortization
|
|
9,791
|
|
|
11,531
|
|
|
11,719
|
|
|||
Intangible asset amortization
|
|
713
|
|
|
821
|
|
|
659
|
|
|||
Stock-based compensation
|
|
2,662
|
|
|
2,673
|
|
|
5,442
|
|
|||
Net pension cost (payments)
|
|
1,100
|
|
|
385
|
|
|
(257
|
)
|
|||
Interest accretion on contingent consideration
|
|
4,162
|
|
|
2,430
|
|
|
2,337
|
|
|||
Adjustments to fair value of contingent consideration
|
|
—
|
|
|
7,018
|
|
|
—
|
|
|||
Amortization of debt issuance costs
|
|
—
|
|
|
208
|
|
|
356
|
|
|||
Deferred income taxes
|
|
(10,959
|
)
|
|
26,290
|
|
|
(41,569
|
)
|
|||
Other, net
|
|
(27
|
)
|
|
(246
|
)
|
|
319
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable
|
|
7,416
|
|
|
14,945
|
|
|
7,238
|
|
|||
Decrease (increase) in inventory
|
|
251
|
|
|
125
|
|
|
272
|
|
|||
Decrease (increase) in prepaid expenses and other current assets
|
|
710
|
|
|
2,723
|
|
|
954
|
|
|||
Increase (decrease) in accounts payable
|
|
(10,398
|
)
|
|
9,126
|
|
|
1,888
|
|
|||
Increase (decrease) in other accrued expenses and liabilities
|
|
(28,871
|
)
|
|
23,045
|
|
|
(10,390
|
)
|
|||
Net cash provided by (used in) continuing operations
|
|
(30,800
|
)
|
|
49,965
|
|
|
17,341
|
|
|||
Net cash provided by (used in) discontinued operations
|
|
—
|
|
|
(35,375
|
)
|
|
15,945
|
|
|||
Net cash provided by (used in) operating activities
|
|
(30,800
|
)
|
|
14,590
|
|
|
33,286
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities
|
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
|
—
|
|
|
(3,500
|
)
|
|
(29,862
|
)
|
|||
Dispositions, net of cash transferred
|
|
—
|
|
|
—
|
|
|
4,974
|
|
|||
Purchases of property, plant and equipment
|
|
(5,684
|
)
|
|
(6,691
|
)
|
|
(7,907
|
)
|
|||
Proceeds from the sale of property, plant and equipment
|
|
18
|
|
|
755
|
|
|
(76
|
)
|
|||
Net cash used in investing activities within continuing operations
|
|
(5,666
|
)
|
|
(9,436
|
)
|
|
(32,871
|
)
|
|||
Net cash provided by (used in) investing activities within discontinued operations
|
|
—
|
|
|
109,139
|
|
|
(3,269
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
(5,666
|
)
|
|
99,703
|
|
|
(36,140
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities
|
|
|
|
|
|
|
||||||
Borrowings
|
|
30,000
|
|
|
276,302
|
|
|
13,000
|
|
|||
Repayment of borrowings
|
|
(30,211
|
)
|
|
(353,614
|
)
|
|
(18,375
|
)
|
|||
Debt financing costs
|
|
(635
|
)
|
|
(2,484
|
)
|
|
—
|
|
|||
Issuance of common stock
|
|
(111
|
)
|
|
(233
|
)
|
|
(909
|
)
|
|||
Payment of capital leases
|
|
(501
|
)
|
|
(168
|
)
|
|
—
|
|
|||
Excess tax benefits from stock-based compensation
|
|
—
|
|
|
—
|
|
|
14
|
|
|||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
(4,619
|
)
|
|||
Issuance of treasury stock
|
|
—
|
|
|
186
|
|
|
193
|
|
|||
Dividends paid
|
|
—
|
|
|
(5,285
|
)
|
|
(21,241
|
)
|
|||
Net cash used in financing activities
|
|
(1,458
|
)
|
|
(85,296
|
)
|
|
(31,937
|
)
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
316
|
|
|
444
|
|
|
(1,976
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(37,608
|
)
|
|
29,441
|
|
|
(36,767
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
46,005
|
|
|
16,564
|
|
|
53,331
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
8,397
|
|
|
$
|
46,005
|
|
|
$
|
16,564
|
|
|
|
Year Ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Supplemental disclosures
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
292
|
|
|
$
|
5,672
|
|
|
$
|
1,679
|
|
Cash paid for income taxes, net of refunds
|
|
$
|
32,914
|
|
|
$
|
2,592
|
|
|
$
|
10,069
|
|
Non-cash investing and financing activities
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment included in accounts payable
|
|
$
|
1,434
|
|
|
$
|
298
|
|
|
$
|
315
|
|
New capital lease obligations
|
|
$
|
57
|
|
|
$
|
1,259
|
|
|
$
|
177
|
|
In thousands, except per share amounts
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income(loss)
|
|
Total
Stockholders’
Equity
|
||||||||||||
Balance at December 31, 2014
|
|
$
|
11,961
|
|
|
$
|
453,885
|
|
|
$
|
1,165,707
|
|
|
$
|
(1,257,648
|
)
|
|
$
|
(47,229
|
)
|
|
$
|
326,676
|
|
Exercise of stock options and release of unvested shares
|
|
54
|
|
|
157
|
|
|
—
|
|
|
(1,120
|
)
|
|
—
|
|
|
(909
|
)
|
||||||
Net tax effect of stock options exercised and release of unvested shares
|
|
—
|
|
|
1,742
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,742
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
5,733
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,733
|
|
||||||
Dividends paid ($3.40 per share)
|
|
—
|
|
|
—
|
|
|
(21,241
|
)
|
|
—
|
|
|
—
|
|
|
(21,241
|
)
|
||||||
Treasury stock issued
|
|
—
|
|
|
(335
|
)
|
|
—
|
|
|
528
|
|
|
—
|
|
|
193
|
|
||||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,619
|
)
|
|
—
|
|
|
(4,619
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
(170,928
|
)
|
|
—
|
|
|
—
|
|
|
(170,928
|
)
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,669
|
|
|
3,669
|
|
||||||
Balance at December 31, 2015
|
|
$
|
12,015
|
|
|
$
|
461,182
|
|
|
$
|
973,538
|
|
|
$
|
(1,262,859
|
)
|
|
$
|
(43,560
|
)
|
|
$
|
140,316
|
|
Exercise of stock options and release of unvested shares
|
|
29
|
|
|
(29
|
)
|
|
—
|
|
|
(233
|
)
|
|
—
|
|
|
(233
|
)
|
||||||
Net tax effect of stock options exercised and release of unvested shares
|
|
—
|
|
|
(1,259
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,259
|
)
|
||||||
Stock-based compensation
|
|
—
|
|
|
2,486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,486
|
|
||||||
Dividends paid ($0.85 per share)
|
|
—
|
|
|
—
|
|
|
(5,285
|
)
|
|
—
|
|
|
—
|
|
|
(5,285
|
)
|
||||||
Treasury stock issued
|
|
—
|
|
|
(3,742
|
)
|
|
—
|
|
|
3,928
|
|
|
—
|
|
|
186
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
(130,937
|
)
|
|
—
|
|
|
—
|
|
|
(130,937
|
)
|
||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,618
|
)
|
|
(2,618
|
)
|
||||||
Balance at December 31, 2016
|
|
$
|
12,044
|
|
|
$
|
458,638
|
|
|
$
|
837,316
|
|
|
$
|
(1,259,164
|
)
|
|
$
|
(46,178
|
)
|
|
$
|
2,656
|
|
Cumulative effect of accounting change
|
|
—
|
|
|
1,050
|
|
|
(873
|
)
|
|
—
|
|
|
—
|
|
|
177
|
|
||||||
Exercise of stock options and release of unvested shares
|
|
31
|
|
|
(30
|
)
|
|
—
|
|
|
(112
|
)
|
|
—
|
|
|
(111
|
)
|
||||||
Stock-based compensation
|
|
—
|
|
|
2,457
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,457
|
|
||||||
Treasury stock issued
|
|
—
|
|
|
(4,929
|
)
|
|
—
|
|
|
5,100
|
|
|
—
|
|
|
171
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
(41,860
|
)
|
|
—
|
|
|
—
|
|
|
(41,860
|
)
|
||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,875
|
|
|
1,875
|
|
||||||
Balance at December 31, 2017
|
|
$
|
12,075
|
|
|
$
|
457,186
|
|
|
$
|
794,583
|
|
|
$
|
(1,254,176
|
)
|
|
$
|
(44,303
|
)
|
|
$
|
(34,635
|
)
|
|
|
Year Ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
|
$
|
1,028
|
|
|
$
|
974
|
|
|
$
|
878
|
|
Net charges to expense
|
|
192
|
|
|
711
|
|
|
685
|
|
|||
Amounts recovered against the allowance
|
|
(523
|
)
|
|
(657
|
)
|
|
(589
|
)
|
|||
Balance at end of year
|
|
$
|
697
|
|
|
$
|
1,028
|
|
|
$
|
974
|
|
Buildings and improvements
|
3
|
to
|
40 years
|
Software
|
2
|
to
|
10 years
|
Equipment and furniture
|
3
|
to
|
20 years
|
|
|
December 31,
|
||||||
In thousands
|
|
2017
|
|
2016
|
||||
Equipment and furniture
|
|
$
|
1,774
|
|
|
$
|
2,357
|
|
Less accumulated depreciation
|
|
(687
|
)
|
|
(903
|
)
|
||
Net book value
|
|
$
|
1,087
|
|
|
$
|
1,454
|
|
|
|
Year Ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
(1)
|
|
|
|
|
|
|
|
|
|
|||
United States
|
|
$
|
330,944
|
|
|
$
|
324,625
|
|
|
$
|
377,717
|
|
Other countries
|
|
52,962
|
|
|
79,787
|
|
|
66,449
|
|
|||
Total revenue
|
|
$
|
383,906
|
|
|
$
|
404,412
|
|
|
$
|
444,166
|
|
|
|
December 31,
|
||||||
In thousands
|
|
2017
|
|
2016
|
||||
Property, plant and equipment
(2)
|
|
|
|
|
|
|
||
United States
|
|
$
|
18,789
|
|
|
$
|
19,810
|
|
Other countries
|
|
2,998
|
|
|
4,114
|
|
||
Total property, plant and equipment
|
|
$
|
21,787
|
|
|
$
|
23,924
|
|
(1)
|
Geographic revenues are based on the location of the service being performed.
|
(2)
|
Property, plant and equipment are based on physical location.
|
•
|
Under existing guidance, revenue is recognized upon completion of a specified deliverable or the service. However, the new standard introduced an additional criteria which requires certain performance obligations to be recognized over time
|
•
|
We enter into contracts which allow the customer or either party the ability to terminate the contract for convenience without incurring a substantial termination penalty. Under existing guidance, we consider the stated term as the contract term and account for terminations when they occur. Under the new standard, the contract term is specified as the contractual period in which the parties to the contract have enforceable rights and obligations. We are currently evaluating the impact these provisions may have on the measurement and allocation of the transaction price as well as any revenue recognition timing differences as compared to current guidance.
|
•
|
We perform certain services at the onset of a contract and we may receive a nonrefundable up-front fee from the customer for these services. Currently, we recognize these upfront fees when these services are completed. However, under the new standard, if these services do not represent a promise to transfer a good or service they may not be deemed a separate performance obligation, which would require revenue recognition over the term of the contract including any renewal options. We are currently evaluating the impact of these changes under the new standard.
|
•
|
Our determination as to whether contract options represent material rights
|
•
|
Our estimation policies for variable consideration, including usage based fees and fees based on hours incurred.
|
•
|
Our policies to allocate the transaction price to the performance obligations in our contracts, specifically, the determination of standalone selling prices used in the allocation.
|
•
|
The determination of the amounts and amortization periods for costs to obtain a contract that are expected to be recognized as assets. In cases where the period under which such capitalized costs would be amortized is less than 12 months, we have elected to utilize the practical expedient method available under the new standard, and expense these contract costs as incurred.
|
•
|
Quantification of impacts from adopting the new standard, including income tax impacts.
|
Level 1
|
|
Quoted prices in active markets for identical assets or liabilities.
|
|
|
|
Level 2
|
|
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
|
|
|
Level 3
|
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
|
Year Ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
348
|
|
|
$
|
(6,360
|
)
|
|
$
|
2,920
|
|
State and local
|
|
245
|
|
|
(107
|
)
|
|
744
|
|
|||
Foreign
|
|
472
|
|
|
807
|
|
|
545
|
|
|||
Total current
|
|
$
|
1,065
|
|
|
$
|
(5,660
|
)
|
|
$
|
4,209
|
|
|
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
(9,886
|
)
|
|
$
|
18,619
|
|
|
$
|
(38,048
|
)
|
State and local
|
|
(747
|
)
|
|
7,655
|
|
|
(3,523
|
)
|
|||
Foreign
|
|
(326
|
)
|
|
16
|
|
|
2
|
|
|||
Total deferred
|
|
$
|
(10,959
|
)
|
|
$
|
26,290
|
|
|
$
|
(41,569
|
)
|
|
|
|
|
|
|
|
||||||
Total income tax expense (benefit)
|
|
$
|
(9,894
|
)
|
|
$
|
20,630
|
|
|
$
|
(37,360
|
)
|
|
|
Year Ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
|
$
|
(49,731
|
)
|
|
$
|
(66,828
|
)
|
|
$
|
(217,920
|
)
|
Foreign
|
|
(2,023
|
)
|
|
(2,320
|
)
|
|
(506
|
)
|
|||
Total income (loss) from continuing operations before income taxes
|
|
$
|
(51,754
|
)
|
|
$
|
(69,148
|
)
|
|
$
|
(218,426
|
)
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
In thousands
|
|
2017
|
|
Rate
|
|
2016
|
|
Rate
|
|
2015
|
|
Rate
|
|||||||||
Computed expected income tax expense (benefit)
|
|
$
|
(18,114
|
)
|
|
35.0
|
%
|
|
$
|
(24,202
|
)
|
|
35.0
|
%
|
|
$
|
(76,449
|
)
|
|
35.0
|
%
|
Goodwill impairment basis difference
|
|
6,000
|
|
|
-11.6
|
%
|
|
6,275
|
|
|
-9.1
|
%
|
|
36,664
|
|
|
-16.8
|
%
|
|||
Sold operations basis difference
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
686
|
|
|
-0.3
|
%
|
|||
Net effect of state income taxes
|
|
(559
|
)
|
|
1.1
|
%
|
|
(954
|
)
|
|
1.4
|
%
|
|
178
|
|
|
-0.1
|
%
|
|||
Foreign subsidiary dividend inclusions
|
|
440
|
|
|
-0.8
|
%
|
|
843
|
|
|
-1.2
|
%
|
|
557
|
|
|
-0.3
|
%
|
|||
Foreign tax rate differential
|
|
187
|
|
|
-0.4
|
%
|
|
722
|
|
|
-1.0
|
%
|
|
291
|
|
|
-0.1
|
%
|
|||
Change in valuation allowance
|
|
2,265
|
|
|
-4.4
|
%
|
|
34,478
|
|
|
-49.9
|
%
|
|
(153
|
)
|
|
0.1
|
%
|
|||
Non-deductible interest
|
|
1,280
|
|
|
-2.5
|
%
|
|
3,219
|
|
|
-4.7
|
%
|
|
715
|
|
|
-0.3
|
%
|
|||
Stock-based compensation shortfalls
|
|
1,373
|
|
|
-2.7
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Change in valuation allowance due to tax reform
|
|
(13,821
|
)
|
|
26.7
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Change in U.S. tax rate due to tax reform
|
|
10,391
|
|
|
-20.1
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Other, net
|
|
664
|
|
|
-1.2
|
%
|
|
249
|
|
|
-0.4
|
%
|
|
151
|
|
|
-0.1
|
%
|
|||
Income tax expense (benefit) for the period
|
|
$
|
(9,894
|
)
|
|
19.1
|
%
|
|
$
|
20,630
|
|
|
-29.9
|
%
|
|
$
|
(37,360
|
)
|
|
17.1
|
%
|
|
|
Year Ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Continuing operations
|
|
$
|
(9,894
|
)
|
|
$
|
20,630
|
|
|
$
|
(37,360
|
)
|
Discontinued operations
|
|
—
|
|
|
8,994
|
|
|
5,446
|
|
|||
Loss on sale of discontinued operations
|
|
—
|
|
|
(4,600
|
)
|
|
—
|
|
|||
Stockholders’ equity
|
|
755
|
|
|
(782
|
)
|
|
2,021
|
|
|||
Total
|
|
$
|
(9,139
|
)
|
|
$
|
24,242
|
|
|
$
|
(29,893
|
)
|
|
|
Year Ended December 31,
|
||||||
In thousands
|
|
2017
|
|
2016
|
||||
Deferred tax assets
|
|
|
|
|
||||
Deferred compensation and retirement plan
|
|
$
|
15,017
|
|
|
$
|
24,715
|
|
Accrued expenses not deductible until paid
|
|
1,619
|
|
|
3,508
|
|
||
Employee stock-based compensation
|
|
1,757
|
|
|
3,321
|
|
||
Accrued payroll not deductible until paid
|
|
1,111
|
|
|
1,400
|
|
||
Accounts receivable, net
|
|
179
|
|
|
406
|
|
||
Goodwill
|
|
700
|
|
|
—
|
|
||
Other, net
|
|
290
|
|
|
393
|
|
||
Foreign net operating loss carryforwards
|
|
2,887
|
|
|
2,271
|
|
||
State net operating loss carryforwards
|
|
3,978
|
|
|
3,349
|
|
||
Foreign tax credit carryforwards
|
|
3,653
|
|
|
785
|
|
||
Total gross deferred tax assets
|
|
31,191
|
|
|
40,148
|
|
||
Less valuation allowances
|
|
(28,350
|
)
|
|
(40,148
|
)
|
||
Net deferred tax assets
|
|
$
|
2,841
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
|
|
|
||
Property, plant and equipment
|
|
$
|
(1,941
|
)
|
|
$
|
(3,060
|
)
|
Goodwill and other intangibles
|
|
(701
|
)
|
|
(6,800
|
)
|
||
Other, net
|
|
(972
|
)
|
|
(1,184
|
)
|
||
Total gross deferred tax liabilities
|
|
(3,614
|
)
|
|
(11,044
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(773
|
)
|
|
$
|
(11,044
|
)
|
In thousands
|
|
|
||
Balance at December 31, 2015
|
|
$
|
9,958
|
|
Additions:
|
|
|
||
Charged to cost and expenses
|
|
37,798
|
|
|
Deductions
|
|
(7,608
|
)
|
|
Balance at December 31, 2016
|
|
$
|
40,148
|
|
Additions:
|
|
|
||
Charged to cost and expenses
|
|
4,111
|
|
|
Deductions
|
|
(15,909
|
)
|
|
Balance at December 31, 2017
|
|
$
|
28,350
|
|
In thousands
|
|
|
||
Balance at December 31, 2014
|
|
$
|
—
|
|
Additions for prior year tax positions
|
|
761
|
|
|
Balance at December 31, 2015
|
|
$
|
761
|
|
Additions for prior year tax positions
|
|
206
|
|
|
Balance at December 31, 2016
|
|
$
|
967
|
|
Settlements
|
|
(761
|
)
|
|
Balance at December 31, 2017
|
|
$
|
206
|
|
In thousands
|
|
|
||
Balance at December 31, 2015
|
|
$
|
69,699
|
|
Purchase consideration
|
|
3,480
|
|
|
Impairment
|
|
(38,669
|
)
|
|
Balance at December 31, 2016
|
|
$
|
34,510
|
|
Impairment
|
|
(34,510
|
)
|
|
Balance at December 31, 2017
|
|
$
|
—
|
|
In thousands
|
|
|
||
Balance at December 31, 2015
|
|
$
|
4,123
|
|
Amortization
|
|
(821
|
)
|
|
Balance at December 31, 2016
|
|
$
|
3,302
|
|
Amortization
|
|
(713
|
)
|
|
Balance at December 31, 2017
|
|
$
|
2,589
|
|
In thousands
|
|
|
||
2018
|
|
$
|
624
|
|
2019
|
|
613
|
|
|
2020
|
|
613
|
|
|
2021
|
|
613
|
|
|
2022
|
|
126
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
2,589
|
|
|
|
Year Ended December 31,
|
||||||
In thousands
|
|
2017
|
|
2016
|
||||
Change in benefit obligation
|
|
|
|
|
|
|
||
Benefit obligation at beginning of year
|
|
$
|
179,247
|
|
|
$
|
178,715
|
|
Interest cost
|
|
7,347
|
|
|
7,802
|
|
||
Actuarial (gain) loss
|
|
10,121
|
|
|
2,127
|
|
||
Benefits paid
|
|
(9,679
|
)
|
|
(9,397
|
)
|
||
Benefit obligation at end of year
|
|
$
|
187,036
|
|
|
$
|
179,247
|
|
|
|
|
|
|
||||
Change in plan assets
|
|
|
|
|
|
|
||
Fair value of plan assets at beginning of year
|
|
116,725
|
|
|
121,682
|
|
||
Actual return on plan assets
|
|
17,292
|
|
|
2,883
|
|
||
Contributions
|
|
1,675
|
|
|
1,557
|
|
||
Benefits paid
|
|
(9,679
|
)
|
|
(9,397
|
)
|
||
Fair value of plan assets at end of year
|
|
$
|
126,013
|
|
|
$
|
116,725
|
|
|
|
|
|
|
||||
Funded status at end of year
|
|
$
|
(61,023
|
)
|
|
$
|
(62,522
|
)
|
In thousands
|
|
2017
|
|
2016
|
||||
Other current liabilities
|
|
$
|
1,685
|
|
|
$
|
1,686
|
|
Pensions
|
|
59,338
|
|
|
60,836
|
|
||
Total
|
|
$
|
61,023
|
|
|
$
|
62,522
|
|
In thousands
|
|
2017
|
|
2016
|
||||
Net loss
|
|
$
|
45,418
|
|
|
$
|
46,977
|
|
In thousands
|
|
2017
|
|
2016
|
||||
Projected benefit obligation
|
|
$
|
187,036
|
|
|
$
|
179,247
|
|
Accumulated benefit obligation
|
|
$
|
187,036
|
|
|
$
|
179,247
|
|
Fair value of plan assets
|
|
$
|
126,013
|
|
|
$
|
116,725
|
|
|
|
Year Ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net Periodic Benefit Cost (Pre-Tax)
|
|
|
|
|
|
|
|
|
|
|||
Interest cost
|
|
7,347
|
|
|
7,802
|
|
|
7,724
|
|
|||
Expected return on plan assets
|
|
(7,328
|
)
|
|
(8,245
|
)
|
|
(8,637
|
)
|
|||
Recognized actuarial loss
|
|
2,754
|
|
|
2,386
|
|
|
6,228
|
|
|||
Net periodic benefit cost
|
|
$
|
2,773
|
|
|
$
|
1,943
|
|
|
$
|
5,315
|
|
|
|
|
|
|
|
|
||||||
Amounts Recognized in Other Comprehensive Income (Loss) (Pre-Tax)
|
|
|
|
|
|
|
|
|
|
|||
Net (gain) loss
|
|
$
|
(2,597
|
)
|
|
$
|
5,103
|
|
|
$
|
(9,408
|
)
|
|
|
|
|
|
|
|
||||||
Net (benefit) cost recognized in net periodic benefit cost and other comprehensive (income) loss
|
|
$
|
176
|
|
|
$
|
7,046
|
|
|
$
|
(4,093
|
)
|
|
|
Year Ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Weighted-average assumptions used to determine net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
4.21
|
%
|
|
4.49
|
%
|
|
4.13
|
%
|
Expected return on plan assets
|
|
6.50
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
||
Weighted-average assumptions used to determine benefit obligations
|
|
|
|
|
|
|
Discount rate
|
|
3.67
|
%
|
|
4.21
|
%
|
In thousands
|
|
2017
|
|
%
|
|
2016
|
|
%
|
||||||
Equity securities
|
|
$
|
80,191
|
|
|
64
|
%
|
|
$
|
61,254
|
|
|
52
|
%
|
Debt securities
|
|
20,481
|
|
|
16
|
%
|
|
21,940
|
|
|
19
|
%
|
||
Other
|
|
25,341
|
|
|
20
|
%
|
|
33,531
|
|
|
29
|
%
|
||
Total plan assets
|
|
$
|
126,013
|
|
|
100
|
%
|
|
$
|
116,725
|
|
|
100
|
%
|
In thousands
|
|
December 31,
2017 |
|
Quoted Prices
in Active Markets for
Identical Assets (Level 1) |
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Equity securities
|
|
$
|
80,191
|
|
|
$
|
80,191
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities
|
|
20,481
|
|
|
20,481
|
|
|
—
|
|
|
—
|
|
||||
Total investments, excluding investments valued at NAV
|
|
100,672
|
|
|
100,672
|
|
|
—
|
|
|
—
|
|
||||
Investments valued at NAV
(1)
|
|
25,341
|
|
|
—
|
|
|
|
|
—
|
|
|||||
Total plan assets
|
|
$
|
126,013
|
|
|
$
|
100,672
|
|
|
$
|
—
|
|
|
$
|
—
|
|
In thousands
|
|
December 31,
2016 |
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Equity securities
|
|
$
|
61,254
|
|
|
$
|
61,254
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities
|
|
21,940
|
|
|
21,940
|
|
|
—
|
|
|
—
|
|
||||
Total investments, excluding investments valued at NAV
|
|
83,194
|
|
|
83,194
|
|
|
—
|
|
|
—
|
|
||||
Investments valued at NAV
(1)
|
|
33,531
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total plan assets
|
|
$
|
116,725
|
|
|
$
|
83,194
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Target
|
|
Acceptable Range
|
|
Benchmark Index
|
||||
Domestic Equities
|
|
50.0
|
%
|
|
35
|
%
|
-
|
75%
|
|
S&P 500
|
Large Cap Growth
|
|
22.5
|
%
|
|
15
|
%
|
-
|
30%
|
|
Russell 1000 Growth
|
Large Cap Value
|
|
22.5
|
%
|
|
15
|
%
|
-
|
30%
|
|
Russell 1000 Value
|
Mid Cap Value
|
|
5.0
|
%
|
|
5
|
%
|
-
|
15%
|
|
Russell Mid Cap Value
|
Mid Cap Growth
|
|
0.0
|
%
|
|
0
|
%
|
-
|
10%
|
|
Russell Mid Cap Growth
|
|
|
|
|
|
|
|
|
|
||
Domestic Fixed Income
|
|
35.0
|
%
|
|
15
|
%
|
-
|
50%
|
|
LB Aggregate
|
International Equities
|
|
15.0
|
%
|
|
10
|
%
|
-
|
25%
|
|
MSC1 EAFE
|
In thousands
|
|
|
||
2018
|
|
$
|
9,922
|
|
2019
|
|
9,977
|
|
|
2020
|
|
10,221
|
|
|
2021
|
|
10,476
|
|
|
2022
|
|
10,855
|
|
|
2023-2027
|
|
57,001
|
|
|
Total
|
|
$
|
108,452
|
|
In thousands
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise Price
|
|
Weighted- Average
Remaining Contractual
Term (Years)
|
|
Aggregate
Intrinsic Value (Thousands)
|
|||||
Options outstanding at December 31, 2014
|
|
446,365
|
|
|
$
|
114.99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Granted in 2015
|
|
197,318
|
|
|
57.26
|
|
|
|
|
|
|
||
Exercised in 2015
|
|
(3,500
|
)
|
|
60.40
|
|
|
|
|
$
|
67
|
|
|
Unvested options forfeited in 2015
|
|
(65,982
|
)
|
|
79.59
|
|
|
|
|
|
|
||
Vested options expired in 2015
|
|
(113,988
|
)
|
|
148.83
|
|
|
|
|
|
|
||
Options outstanding at December 31, 2015
|
|
460,213
|
|
|
$
|
87.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Granted in 2016
|
|
15,037
|
|
|
26.15
|
|
|
|
|
|
|
||
Exercised in 2016
|
|
—
|
|
|
—
|
|
|
|
|
$
|
—
|
|
|
Unvested options forfeited in 2016
|
|
(57,014
|
)
|
|
75.74
|
|
|
|
|
|
|
||
Vested options expired in 2016
|
|
(47,689
|
)
|
|
160.61
|
|
|
|
|
|
|
||
Options outstanding at December 31, 2016
|
|
370,547
|
|
|
$
|
77.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Granted in 2017
|
|
33,855
|
|
|
10.00
|
|
|
|
|
|
|
||
Exercised in 2017
|
|
—
|
|
|
—
|
|
|
|
|
$
|
—
|
|
|
Unvested options forfeited in 2017
|
|
(9,872
|
)
|
|
73.31
|
|
|
|
|
|
|
||
Vested options expired in 2017
|
|
(85,563
|
)
|
|
110.44
|
|
|
|
|
|
|
||
Options outstanding at December 31, 2017
|
|
308,967
|
|
|
$
|
60.80
|
|
|
5.86
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||
Vested and expected to vest at December 31, 2017
|
|
308,967
|
|
|
$
|
60.80
|
|
|
5.86
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2017
|
|
201,594
|
|
|
$
|
75.42
|
|
|
4.66
|
|
$
|
—
|
|
Range of
Exercise Prices
|
|
Number
Outstanding
|
|
Weighted-Average
Exercise Price
|
|
Weighted-Average
Remaining Life (Years)
|
|
Number
Exercisable
|
|
Weighted-Average
Exercise Price
|
||||||||||
$
|
0.00
|
|
-
|
29.99
|
|
48,892
|
|
|
$
|
14.97
|
|
|
9.39
|
|
3,759
|
|
|
$
|
26.15
|
|
$
|
30.00
|
|
-
|
54.99
|
|
96,866
|
|
|
38.39
|
|
|
7.73
|
|
48,433
|
|
|
38.39
|
|
||
$
|
55.00
|
|
-
|
79.99
|
|
94,903
|
|
|
70.27
|
|
|
3.96
|
|
85,785
|
|
|
69.57
|
|
||
$
|
80.00
|
|
-
|
104.99
|
|
30,941
|
|
|
88.28
|
|
|
5.34
|
|
26,253
|
|
|
89.35
|
|
||
$
|
105.00
|
|
-
|
129.99
|
|
22,900
|
|
|
119.73
|
|
|
2.23
|
|
22,900
|
|
|
119.73
|
|
||
$
|
130.00
|
|
-
|
159.99
|
|
14,465
|
|
|
151.51
|
|
|
0.70
|
|
14,465
|
|
|
151.51
|
|
||
|
|
|
|
308,967
|
|
|
$
|
60.80
|
|
|
5.86
|
|
201,595
|
|
|
$
|
75.42
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Expected term (in years)
|
|
6.25
|
|
|
6.25
|
|
|
6.24
|
|
Expected stock price volatility
|
|
53.70
|
%
|
|
44.80
|
%
|
|
40.60
|
%
|
Risk-free interest rate
|
|
2.16
|
%
|
|
1.48
|
%
|
|
1.58
|
%
|
Expected dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
5.69
|
%
|
|
|
Number of
Units |
|
Weighted-
Average
Exercise Price
|
|
Weighted-Average
Remaining Contractual Term (Years) |
|||
Cash stock appreciation rights outstanding at December 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|||
Granted in 2017
|
|
86,618
|
|
|
9.70
|
|
|
|
|
Exercised in 2017
|
|
—
|
|
|
—
|
|
|
|
|
Forfeited in 2017
|
|
—
|
|
|
—
|
|
|
|
|
Cash stock appreciation rights outstanding at December 31, 2017
|
|
86,618
|
|
|
$
|
9.70
|
|
|
9.48
|
|
|
|
|
|
|
|
|||
Vested and expected to vest at December 31, 2017
|
|
86,618
|
|
|
$
|
9.70
|
|
|
9.48
|
|
|
|
|
|
|
|
|||
Exercisable at December 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
0.00
|
|
|
2017
|
|
Expected term (in years)
|
|
6.25
|
|
Expected stock price volatility
|
|
54.45
|
%
|
Risk-free interest rate
|
|
2.23
|
%
|
Expected dividend yield
|
|
—
|
%
|
|
|
Number of
Shares |
|
Weighted-
Average Grant Date Fair Value |
|||
Unvested shares outstanding at December 31, 2014
|
|
79,007
|
|
|
$
|
80.89
|
|
|
|
|
|
|
|||
Granted in 2015
|
|
83,626
|
|
|
63.80
|
|
|
Vested in 2015
|
|
(50,507
|
)
|
|
82.27
|
|
|
Forfeited in 2015
|
|
(15,911
|
)
|
|
78.39
|
|
|
Unvested shares outstanding at December 31, 2015
|
|
96,215
|
|
|
$
|
65.69
|
|
|
|
|
|
|
|||
Granted in 2016
|
|
74,192
|
|
|
26.32
|
|
|
Vested in 2016
|
|
(36,492
|
)
|
|
66.96
|
|
|
Forfeited in 2016
|
|
(39,372
|
)
|
|
57.79
|
|
|
Unvested shares outstanding at December 31, 2016
|
|
94,543
|
|
|
$
|
37.59
|
|
|
|
|
|
|
|||
Granted in 2017
|
|
160,962
|
|
|
9.81
|
|
|
Vested in 2017
|
|
(40,979
|
)
|
|
41.39
|
|
|
Forfeited in 2017
|
|
(13,304
|
)
|
|
27.84
|
|
|
Unvested shares outstanding at December 31, 2017
|
|
201,222
|
|
|
$
|
15.23
|
|
|
|
Number of
Units |
|
Weighted-
Average Grant Date Fair Value |
|||
Phantom stock units outstanding at December 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|||
Granted in 2016
|
|
78,140
|
|
|
26.90
|
|
|
Vested in 2016
|
|
—
|
|
|
—
|
|
|
Forfeited in 2016
|
|
(24,976
|
)
|
|
26.90
|
|
|
Phantom stock units outstanding at December 31, 2016
|
|
53,164
|
|
|
$
|
26.90
|
|
|
|
|
|
|
|||
Granted in 2017
|
|
56,000
|
|
|
9.70
|
|
|
Vested in 2017
|
|
(12,483
|
)
|
|
26.90
|
|
|
Forfeited in 2017
|
|
(14,644
|
)
|
|
22.63
|
|
|
Phantom stock units outstanding at December 31, 2017
|
|
82,037
|
|
|
$
|
15.92
|
|
|
|
Number of
Units
|
|
Weighted-
Average Grant-Date Fair Value
|
|||
Performance stock units outstanding at December 31, 2014
|
|
60,363
|
|
|
$
|
76.07
|
|
|
|
|
|
|
|||
Granted in 2015
|
|
66,982
|
|
|
43.02
|
|
|
Settled in 2015
|
|
—
|
|
|
—
|
|
|
Forfeited in 2015
|
|
(57,211
|
)
|
|
75.40
|
|
|
Performance stock units outstanding at December 31, 2015
|
|
70,134
|
|
|
$
|
45.05
|
|
|
|
|
|
|
|||
Granted in 2016
|
|
47,300
|
|
|
19.00
|
|
|
Settled in 2016
|
|
—
|
|
|
—
|
|
|
Forfeited in 2016
|
|
(33,004
|
)
|
|
57.59
|
|
|
Performance stock units outstanding at December 31, 2016
|
|
84,430
|
|
|
$
|
25.56
|
|
|
|
|
|
|
|||
Granted in 2017
|
|
89,124
|
|
|
9.95
|
|
|
Settled in 2017
|
|
—
|
|
|
—
|
|
|
Forfeited in 2017
|
|
(10,494
|
)
|
|
47.90
|
|
|
Performance stock units outstanding at December 31, 2017
|
|
163,060
|
|
|
$
|
15.59
|
|
|
|
Number of
Shares |
|
Weighted-
Average Grant-Date Fair Value |
|||
Cash performance stock units outstanding at December 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|||
Granted in 2016
|
|
51,209
|
|
|
26.90
|
|
|
Settled in 2016
|
|
—
|
|
|
—
|
|
|
Forfeited in 2016
|
|
(6,812
|
)
|
|
26.90
|
|
|
Cash performance stock units outstanding at December 31, 2016
|
|
44,397
|
|
|
$
|
26.90
|
|
|
|
|
|
|
|||
Granted in 2017
|
|
109,887
|
|
|
10.10
|
|
|
Settled in 2017
|
|
—
|
|
|
—
|
|
|
Forfeited in 2017
|
|
(3,778
|
)
|
|
26.90
|
|
|
Cash performance stock units outstanding at December 31, 2017
|
|
150,506
|
|
|
$
|
14.63
|
|
In thousands
|
|
|
||
2018
|
|
$
|
8,753
|
|
2019
|
|
8,500
|
|
|
2020
|
|
6,495
|
|
|
2021
|
|
3,889
|
|
|
2022
|
|
2,016
|
|
|
Thereafter
|
|
1,823
|
|
|
Total
|
|
$
|
31,476
|
|
In thousands
|
|
2017
|
|
2016
|
||||
Current portion of capital leases
|
|
$
|
506
|
|
|
$
|
559
|
|
Long-term portion of capital leases
|
|
486
|
|
|
1,018
|
|
||
Total capital lease obligation
|
|
$
|
992
|
|
|
$
|
1,577
|
|
In thousands
|
|
|
||
2018
|
|
$
|
506
|
|
2019
|
|
453
|
|
|
2020
|
|
32
|
|
|
2021
|
|
1
|
|
|
2022
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
992
|
|
In thousands, except per share amounts
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net Income (Loss)
|
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations
|
|
$
|
(41,860
|
)
|
|
$
|
(89,778
|
)
|
|
$
|
(181,066
|
)
|
Income (loss) from discontinued operations
|
|
—
|
|
|
(41,159
|
)
|
|
10,138
|
|
|||
Net income (loss)
|
|
$
|
(41,860
|
)
|
|
$
|
(130,937
|
)
|
|
$
|
(170,928
|
)
|
|
|
|
|
|
|
|
||||||
Basic EPS
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding used in earnings per share computations
|
|
6,192
|
|
|
6,149
|
|
|
6,164
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
|
$
|
(6.76
|
)
|
|
$
|
(14.60
|
)
|
|
$
|
(29.37
|
)
|
Discontinued operations
|
|
—
|
|
|
(6.69
|
)
|
|
1.64
|
|
|||
Basic earnings (loss) per share
|
|
$
|
(6.76
|
)
|
|
$
|
(21.29
|
)
|
|
$
|
(27.73
|
)
|
|
|
|
|
|
|
|
||||||
Diluted EPS
|
|
|
|
|
|
|
|
|
|
|||
Shares used in diluted earnings per share computations
|
|
6,192
|
|
|
6,149
|
|
|
6,164
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
|
$
|
(6.76
|
)
|
|
$
|
(14.60
|
)
|
|
$
|
(29.37
|
)
|
Discontinued operations
|
|
—
|
|
|
(6.69
|
)
|
|
1.64
|
|
|||
Basic earnings (loss) per share
|
|
$
|
(6.76
|
)
|
|
$
|
(21.29
|
)
|
|
$
|
(27.73
|
)
|
|
|
|
|
|
|
|
||||||
Computation of Shares Used in Earnings Per Share Computations
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding
|
|
6,192
|
|
|
6,149
|
|
|
6,164
|
|
|||
Weighted-average common equivalent shares-dilutive effect of stock options and awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Shares used in diluted earnings per share computations
|
|
6,192
|
|
|
6,149
|
|
|
6,164
|
|
|
|
Year Ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss)
|
|
$
|
(41,860
|
)
|
|
$
|
(130,937
|
)
|
|
$
|
(170,928
|
)
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|||
Adjustment to pension liability
|
|
2,597
|
|
|
(5,103
|
)
|
|
9,408
|
|
|||
Tax (expense) benefit
|
|
(1,038
|
)
|
|
2,041
|
|
|
(3,763
|
)
|
|||
Adjustment to pension liability, net of tax
|
|
1,559
|
|
|
(3,062
|
)
|
|
5,645
|
|
|||
Foreign currency translation adjustment
|
|
316
|
|
|
444
|
|
|
(1,976
|
)
|
|||
Total other comprehensive income (loss)
|
|
$
|
1,875
|
|
|
$
|
(2,618
|
)
|
|
$
|
3,669
|
|
|
|
|
|
|
|
|
||||||
Total comprehensive income (loss)
|
|
$
|
(39,985
|
)
|
|
$
|
(133,555
|
)
|
|
$
|
(167,259
|
)
|
In thousands
|
|
Defined Benefit
Pension Items
|
|
Foreign
Currency Items
|
|
Total
|
||||||
Balance at December 31, 2015
|
|
$
|
(43,915
|
)
|
|
$
|
355
|
|
|
$
|
(43,560
|
)
|
Other comprehensive loss, net of tax, before reclassifications
|
|
—
|
|
|
444
|
|
|
444
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
|
(3,062
|
)
|
|
—
|
|
|
(3,062
|
)
|
|||
Net current period other comprehensive income (loss), net of tax
|
|
(3,062
|
)
|
|
444
|
|
|
(2,618
|
)
|
|||
Balance at December 31, 2016
|
|
$
|
(46,977
|
)
|
|
$
|
799
|
|
|
$
|
(46,178
|
)
|
Other comprehensive loss, net of tax, before reclassifications
|
|
—
|
|
|
316
|
|
|
316
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
|
1,559
|
|
|
—
|
|
|
1,559
|
|
|||
Net current period other comprehensive income (loss), net of tax
|
|
1,559
|
|
|
316
|
|
|
1,875
|
|
|||
Balance at December 31, 2017
|
|
$
|
(45,418
|
)
|
|
$
|
1,115
|
|
|
$
|
(44,303
|
)
|
In thousands
|
|
|
||
Cash consideration per purchase agreement
|
|
$
|
30,245
|
|
Estimated fair value of contingent consideration
|
|
17,940
|
|
|
Fair value of total consideration
|
|
$
|
48,185
|
|
In thousands
|
|
|
||
Recognized amounts of tangible assets and liabilities:
|
|
|
||
Current assets
|
|
$
|
4,135
|
|
Property and equipment
|
|
164
|
|
|
Other assets
|
|
389
|
|
|
Current liabilities
|
|
(822
|
)
|
|
Other liabilities
|
|
—
|
|
|
Total tangible assets and liabilities
|
|
$
|
3,866
|
|
Identifiable intangible assets
|
|
4,773
|
|
|
Goodwill (including deferred tax adjustment of $2,299)
|
|
41,845
|
|
|
Total
|
|
$
|
50,484
|
|
In thousands
|
|
|
||
Accrued contingent consideration liability as of December 31, 2015
|
|
$
|
20,277
|
|
Accretion of interest
|
|
2,430
|
|
|
Adjustments to fair value
|
|
7,018
|
|
|
Accrued contingent consideration liability as of December 31, 2016
|
|
29,725
|
|
|
Accretion of interest
|
|
4,162
|
|
|
Accrued contingent consideration liability as of December 31, 2017
|
|
$
|
33,887
|
|
|
|
Year Ended December 31,
|
||||||||||
In thousands
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
|
|
$
|
—
|
|
|
$
|
45,639
|
|
|
$
|
51,135
|
|
|
|
|
|
|
|
|
||||||
Labor
|
|
—
|
|
|
18,687
|
|
|
22,219
|
|
|||
Production and distribution
|
|
—
|
|
|
703
|
|
|
1,404
|
|
|||
Advertising, selling, general and administrative
|
|
—
|
|
|
10,255
|
|
|
9,951
|
|
|||
Depreciation, software and intangible asset amortization
|
|
—
|
|
|
2,304
|
|
|
1,867
|
|
|||
Interest expense, net
|
|
—
|
|
|
7,133
|
|
|
(256
|
)
|
|||
Loss on sale
|
|
—
|
|
|
44,529
|
|
|
—
|
|
|||
Other, net
|
|
—
|
|
|
(1,207
|
)
|
|
366
|
|
|||
Income (loss) from discontinued operations before income taxes
|
|
—
|
|
|
(36,765
|
)
|
|
15,584
|
|
|||
Income tax expense
|
|
—
|
|
|
4,394
|
|
|
5,446
|
|
|||
Net income (loss) from discontinued operations
|
|
$
|
—
|
|
|
$
|
(41,159
|
)
|
|
$
|
10,138
|
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||||||||||||||||
In thousands, except per share amounts
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
Revenues
|
|
$
|
94,894
|
|
|
$
|
99,563
|
|
|
$
|
94,722
|
|
|
$
|
97,317
|
|
|
$
|
94,424
|
|
|
$
|
97,425
|
|
|
$
|
99,866
|
|
|
$
|
110,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Operating income (loss) from continuing operations
|
|
(6,342
|
)
|
|
(8,547
|
)
|
|
(1,791
|
)
|
|
(6,689
|
)
|
|
950
|
|
|
(4,086
|
)
|
|
(33,682
|
)
|
|
(34,514
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) from continuing operations before income taxes
|
|
(8,862
|
)
|
|
(9,278
|
)
|
|
(4,852
|
)
|
|
(8,001
|
)
|
|
(2,098
|
)
|
|
(5,386
|
)
|
|
(35,942
|
)
|
|
(46,483
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loss from continuing operations
|
|
(7,386
|
)
|
|
(6,700
|
)
|
|
(2,653
|
)
|
|
(5,902
|
)
|
|
(2,480
|
)
|
|
(4,285
|
)
|
|
(29,341
|
)
|
|
(72,891
|
)
|
||||||||
Discontinued operations, net of tax
|
|
—
|
|
|
1,097
|
|
|
—
|
|
|
1,639
|
|
|
—
|
|
|
1,244
|
|
|
—
|
|
|
(45,139
|
)
|
||||||||
Net income (loss)
|
|
$
|
(7,386
|
)
|
|
$
|
(5,603
|
)
|
|
$
|
(2,653
|
)
|
|
(4,263
|
)
|
|
$
|
(2,480
|
)
|
|
$
|
(3,041
|
)
|
|
$
|
(29,341
|
)
|
|
$
|
(118,030
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
|
$
|
(1.20
|
)
|
|
$
|
(1.09
|
)
|
|
$
|
(0.43
|
)
|
|
$
|
(1.12
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
(4.73
|
)
|
|
$
|
(11.83
|
)
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
0.18
|
|
|
$
|
—
|
|
|
$
|
0.40
|
|
|
$
|
—
|
|
|
$
|
0.20
|
|
|
$
|
—
|
|
|
$
|
(7.33
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Diluted earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Continuing operations
|
|
$
|
(1.20
|
)
|
|
$
|
(1.09
|
)
|
|
$
|
(0.43
|
)
|
|
$
|
(1.12
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
(4.73
|
)
|
|
$
|
(11.83
|
)
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
0.18
|
|
|
$
|
—
|
|
|
0.40
|
|
|
$
|
—
|
|
|
$
|
0.20
|
|
|
$
|
—
|
|
|
$
|
(7.33
|
)
|
Exhibit
|
|
|
No.
|
|
Description of Exhibit
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
2.4
|
|
|
|
|
|
2.5
|
|
|
|
|
|
2.6
|
|
3(a)
|
|
|
|
|
|
3(b)
|
|
|
|
|
|
3(c)
|
|
|
|
|
|
3(d)
|
|
10.1(a)
|
|
|
|
|
|
10.1(b)
|
|
|
|
|
|
10.1(c)
|
|
|
|
|
|
10.1(d)
|
|
|
|
|
|
10.1(e)
|
|
|
|
|
|
10.1(f)
|
|
|
|
|
|
10.1(g)
|
|
|
|
|
|
10.1(h)
|
|
|
|
|
|
10.1(i)
|
|
10.2(a)
|
|
|
|
|
|
10.2(b)
|
|
|
|
|
|
10.2(c)
|
|
|
|
|
|
10.2(d)
|
|
|
|
|
|
10.2(e)
|
|
|
|
|
|
10.2(f)
|
|
|
|
|
|
10.2(g)
|
|
|
|
|
|
10.2(h)
|
|
|
|
|
|
10.2(i)
|
|
|
|
|
|
10.2(j)
|
|
|
|
|
|
10.2(k)
|
|
|
|
|
|
10.2(l)
|
|
|
|
|
|
10.2(m)
|
|
|
|
|
|
10.2(n)
|
|
|
|
|
|
10.2(o)
|
|
|
|
|
|
10.2(p)
|
|
|
|
|
|
10.2(q)
|
|
|
|
|
|
10.2(r)
|
|
|
|
|
|
10.2(s)
|
|
|
|
|
|
10.2(t)
|
|
|
|
|
|
10.2(u)
|
|
|
|
|
|
10.2(v)
|
|
|
|
|
10.2(w)
|
|
|
|
|
|
10.2(x)
|
|
|
|
|
|
10.2(y)
|
|
|
|
|
|
10.2(z)
|
|
10.3(a)
|
|
|
|
|
|
10.3(b)
|
|
|
|
|
|
10.3 (c)
|
|
|
|
|
|
10.3 (d)
|
|
|
|
|
|
10.3 (e)
|
|
|
|
|
|
10.3 (f)
|
|
|
|
|
|
10.3 (g)
|
|
|
|
|
|
10.3 (h)
|
|
|
|
|
|
10.3(i)
|
|
|
|
|
|
10.3(j)
|
|
|
|
|
|
10.3(k)
|
|
|
|
|
|
10.3(l)
|
|
|
|
|
|
10.3(m)
|
|
|
|
|
|
10.3(n)
|
|
|
|
|
|
10.3(o)
|
|
|
|
|
|
10.3(p)
|
|
|
|
|
|
10.3(q)
|
|
*10.1
|
|
|
|
|
|
*21
|
|
|
|
|
|
*23.1
|
|
|
|
|
|
*23.2
|
|
|
|
|
|
*31.1
|
|
|
|
|
|
*31.2
|
|
|
|
|
|
*32.1
|
|
|
|
|
|
*32.2
|
|
|
|
|
|
*101
|
|
XBRL Interactive Data Files.
|
|
|
1 Year Harte Hanks Chart |
1 Month Harte Hanks Chart |
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