x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
¨ | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Delaware | 38-2760940 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
Large accelerated filer | x | Accelerated filer | o | |
Non-accelerated filer | o | (Do not check if a smaller reporting company) | Smaller reporting company | o |
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Item 6. | ||
ITEM 1. | FINANCIAL STATEMENTS |
September 30, 2012 | December 31, 2011 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 90,344 | $ | 101,971 | |||
Accounts receivable, net (Note 1) | 399,341 | 448,320 | |||||
Inventories (Note 1) | 31,860 | 41,120 | |||||
Prepaid expenses and other | 55,080 | 37,655 | |||||
Total current assets | 576,625 | 629,066 | |||||
Property, plant and equipment, net (Note 1) | 131,566 | 148,905 | |||||
Goodwill (Note 2) | 628,886 | 636,471 | |||||
Other intangible assets, net (Note 2) | 221,403 | 213,613 | |||||
Other assets | 16,085 | 16,392 | |||||
Total assets | $ | 1,574,565 | $ | 1,644,447 | |||
Liabilities and Stockholders’ Equity | |||||||
Current liabilities: | |||||||
Current portion long-term debt (Note 3) | $ | 18,750 | $ | 15,000 | |||
Accounts payable | 284,473 | 334,378 | |||||
Progress billings | 40,552 | 39,975 | |||||
Accrued expenses (Note 4) | 82,008 | 98,409 | |||||
Total current liabilities | 425,783 | 487,762 | |||||
Long-term debt (Note 3) | 572,561 | 587,560 | |||||
Deferred income taxes | 66,672 | 67,404 | |||||
Other non-current liabilities | 44,450 | 52,187 | |||||
Total liabilities | 1,109,466 | 1,194,913 | |||||
Commitments and contingencies (Note 5) | |||||||
Stockholders’ equity: | |||||||
Preferred stock ($0.01 par value; 25,000,000 shares authorized; no shares issued or outstanding at September 30, 2012 and December 31, 2011) | — | — | |||||
Common stock ($0.01 par value; 100,000,000 shares authorized; 65,394,999 and 65,398,539 shares issued at September 30, 2012 and December 31, 2011, respectively; 39,155,646 and 42,347,368 shares outstanding at September 30, 2012 and December 31, 2011, respectively) | 654 | 654 | |||||
Additional paid-in capital | 111,600 | 123,881 | |||||
Retained earnings | 1,106,434 | 1,021,566 | |||||
Accumulated other comprehensive income | 2,340 | 2,775 | |||||
Treasury stock, at cost (26,239,353 and 23,051,171 shares at September 30, 2012 and December 31, 2011, respectively) | (755,929 | ) | (699,342 | ) | |||
Total stockholders’ equity | 465,099 | 449,534 | |||||
Total liabilities and stockholders’ equity | $ | 1,574,565 | $ | 1,644,447 |
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||||||
Revenues | $ | 523,822 | $ | 528,391 | $ | 1,582,645 | $ | 1,640,622 | |||||||
Costs and expenses: | |||||||||||||||
Cost of sales | 388,284 | 395,728 | 1,180,905 | 1,222,345 | |||||||||||
Selling, general and administrative | 73,358 | 80,520 | 234,498 | 239,778 | |||||||||||
Amortization expense | 3,245 | 3,156 | 9,557 | 9,467 | |||||||||||
Goodwill impairment (Note 2) | — | — | 7,585 | — | |||||||||||
Total costs and expenses | 464,887 | 479,404 | 1,432,545 | 1,471,590 | |||||||||||
Earnings from operations | 58,935 | 48,987 | 150,100 | 169,032 | |||||||||||
Other expenses and income: | |||||||||||||||
Interest expense | 7,563 | 8,148 | 21,372 | 29,649 | |||||||||||
Interest income | (46 | ) | (54 | ) | (174 | ) | (315 | ) | |||||||
Loss on extinguishment of debt (Note 3) | — | — | — | 16,318 | |||||||||||
Other expenses (income), net | 249 | (3,856 | ) | (525 | ) | (6,168 | ) | ||||||||
Total other expenses, net | 7,766 | 4,238 | 20,673 | 39,484 | |||||||||||
Earnings before income taxes | 51,169 | 44,749 | 129,427 | 129,548 | |||||||||||
Income tax expense (Note 1) | 14,429 | 17,255 | 44,559 | 50,391 | |||||||||||
Net earnings | $ | 36,740 | $ | 27,494 | $ | 84,868 | $ | 79,157 | |||||||
Net earnings per common share, basic (Note 6) | $ | 0.94 | $ | 0.60 | $ | 2.08 | $ | 1.65 | |||||||
Net earnings per common share, diluted (Note 6) | $ | 0.90 | $ | 0.58 | $ | 2.00 | $ | 1.58 | |||||||
Weighted-average common shares outstanding, basic (Note 6) | 39,047 | 45,689 | 40,777 | 47,831 | |||||||||||
Weighted-average common shares outstanding, diluted (Note 6) | 40,832 | 47,766 | 42,532 | 50,089 |
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2012 | 2011 | 2012 | 2011 | ||||||||||||
Net earnings | $ | 36,740 | $ | 27,494 | $ | 84,868 | $ | 79,157 | |||||||
Other comprehensive income, net of tax: | |||||||||||||||
Unrealized changes in fair value of cash flow hedges | (862 | ) | (2,738 | ) | (1,841 | ) | (2,991 | ) | |||||||
Unrealized changes in fair value of available-for-sale securities | — | — | — | (117 | ) | ||||||||||
Realized losses on cash flow hedges reclassified from accumulated other comprehensive income ("AOCI") into earnings | 656 | — | 656 | 3,040 | |||||||||||
Foreign currency translation adjustment | 197 | (1,254 | ) | 750 | (447 | ) | |||||||||
Total other comprehensive income (loss) | $ | (9 | ) | $ | (3,992 | ) | $ | (435 | ) | $ | (515 | ) | |||
Comprehensive income | $ | 36,731 | $ | 23,502 | $ | 84,433 | $ | 78,642 |
Nine Months Ended | |||||||
September 30, | |||||||
2012 | 2011 | ||||||
Cash flows from operating activities: | |||||||
Net earnings | $ | 84,868 | $ | 79,157 | |||
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||||
Depreciation and amortization | 43,022 | 45,487 | |||||
Amortization of debt issuance costs | 1,438 | 1,785 | |||||
Provision for losses on accounts receivable | 1,231 | 2,515 | |||||
Goodwill impairment | 7,585 | — | |||||
Loss on extinguishment of debt | — | 5,748 | |||||
Gain on derivatives, net | 194 | 6,952 | |||||
Loss on sale of property, plant and equipment | 400 | 13 | |||||
Stock-based compensation expense | 7,021 | 6,564 | |||||
Deferred income taxes | 1,513 | 2,356 | |||||
Changes in assets and liabilities: | |||||||
Accounts receivable, net | 52,260 | 50,151 | |||||
Inventories | 9,260 | 5,852 | |||||
Prepaid expenses and other | (16,877 | ) | (24,333 | ) | |||
Other assets | (1,038 | ) | (394 | ) | |||
Accounts payable | (51,616 | ) | (34,490 | ) | |||
Progress billings | 577 | (393 | ) | ||||
Accrued expenses | (21,626 | ) | (10,253 | ) | |||
Other non-current liabilities | (7,018 | ) | (13,519 | ) | |||
Total adjustments | 26,326 | 44,041 | |||||
Net cash provided by operating activities | 111,194 | 123,198 | |||||
Cash flows from investing activities: | |||||||
Additions to property, plant and equipment | (15,783 | ) | (18,127 | ) | |||
Digital acquisitions, net of cash acquired | (18,344 | ) | — | ||||
Proceeds from sale of property, plant and equipment | 256 | 46 | |||||
Proceeds from sale of available-for-sale securities | — | 1,494 | |||||
Net cash used in investing activities | (33,871 | ) | (16,587 | ) | |||
Cash flows from financing activities: | |||||||
Borrowings of long-term debt | — | 610,000 | |||||
Repayments of long-term debt | (11,250 | ) | (709,919 | ) | |||
Debt issuance costs | — | (11,580 | ) | ||||
Repurchases of common stock | (87,130 | ) | (155,817 | ) | |||
Proceeds from issuance of common stock | 8,956 | 5,646 | |||||
Net cash used in financing activities | (89,424 | ) | (261,670 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | 474 | 158 | |||||
Net decrease in cash and cash equivalents | (11,627 | ) | (154,901 | ) | |||
Cash and cash equivalents at beginning of period | 101,971 | 245,935 | |||||
Cash and cash equivalents at end of period | $ | 90,344 | $ | 91,034 | |||
Supplemental disclosure of cash flow information: | |||||||
Cash paid during the period for interest | $ | 24,923 | $ | 28,567 | |||
Cash paid during the period for income taxes | $ | 67,016 | $ | 72,026 | |||
Non-cash financing activities: | |||||||
Stock issued under stock-based compensation plans | $ | — | $ | 3,184 |
(in thousands of U.S. dollars) | September 30, 2012 | December 31, 2011 | |||||
Raw materials | $ | 20,532 | $ | 28,075 | |||
Work in progress | 11,328 | 13,045 | |||||
Inventories | $ | 31,860 | $ | 41,120 |
Useful Lives | September 30, 2012 | December 31, 2011 | |||||||
(in years) | (in thousands of U.S. dollars) | ||||||||
Land, at cost | N/A | $ | 7,185 | $ | 7,167 | ||||
Buildings, at cost | 10 - 30 | 37,960 | 37,511 | ||||||
Machinery and equipment, at cost | 3 - 20 | 224,679 | 217,764 | ||||||
Office furniture and equipment, at cost | 3 - 10 | 241,765 | 236,994 | ||||||
Leasehold improvements, at cost | 5 - 10 | 28,935 | 28,563 | ||||||
540,524 | 527,999 | ||||||||
Less accumulated depreciation | (408,958 | ) | (379,094 | ) | |||||
Property, plant and equipment, net | $ | 131,566 | $ | 148,905 |
(in thousands of U.S. dollars) | Shared Mail | Neighborhood Targeted | Free-standing Inserts | International, Digital Media & Services | Total | ||||||||||||||
Balance as of December 31, 2011 | |||||||||||||||||||
Total goodwill acquired | $ | 721,384 | $ | 5,325 | $ | 22,357 | $ | 93,405 | $ | 842,471 | |||||||||
Accumulated impairment losses | (187,200 | ) | — | — | (18,800 | ) | (206,000 | ) | |||||||||||
Goodwill | 534,184 | 5,325 | 22,357 | 74,605 | 636,471 | ||||||||||||||
Impairment charges | — | (3,985 | ) | — | (3,600 | ) | (7,585 | ) | |||||||||||
Balance as of September 30, 2012 | |||||||||||||||||||
Total goodwill acquired | 721,384 | 5,325 | 22,357 | 93,405 | 842,471 | ||||||||||||||
Accumulated impairment losses | (187,200 | ) | (3,985 | ) | — | (22,400 | ) | (213,585 | ) | ||||||||||
Goodwill | $ | 534,184 | $ | 1,340 | $ | 22,357 | $ | 71,005 | $ | 628,886 |
September 30, 2012 | December 31, 2011 | ||||||||||||||||||||||||||
(in thousands of U.S. dollars) | Gross Amount | Accumulated Amortization | Net Amount | Weighted Average Remaining Useful Life (in years) | Gross Amount | Accumulated Amortization | Net Amount | Weighted Average Remaining Useful Life (in years) | |||||||||||||||||||
Finite-lived intangible assets: | |||||||||||||||||||||||||||
Mailing lists, non-compete agreements and other | $ | 41,520 | $ | (11,498 | ) | $ | 30,022 | 14.1 | $ | 40,457 | $ | (9,894 | ) | $ | 30,563 | 15.1 | |||||||||||
Customer relationships | 140,000 | (52,544 | ) | 87,456 | 8.2 | 140,000 | (44,591 | ) | 95,409 | 9.0 | |||||||||||||||||
Total | $ | 181,520 | (64,042 | ) | 117,478 | $ | 180,457 | (54,485 | ) | 125,972 | |||||||||||||||||
Indefinite-lived intangible assets: | |||||||||||||||||||||||||||
Valassis name, tradenames, trademarks and other | 103,925 | 87,641 | |||||||||||||||||||||||||
Other intangible assets, net | $ | 221,403 | $ | 213,613 |
(in thousands of U.S. dollars) | September 30, 2012 | December 31, 2011 | |||||
Senior Secured Revolving Credit Facility | $ | 50,000 | $ | 50,000 | |||
Senior Secured Term Loan A | 281,250 | 292,500 | |||||
Senior Secured Convertible Notes due 2033, net of discount | 61 | 60 | |||||
6 5/8% Senior Notes due 2021 | 260,000 | 260,000 | |||||
Total debt | 591,311 | 602,560 | |||||
Current portion long-term debt | 18,750 | 15,000 | |||||
Long-term debt | $ | 572,561 | $ | 587,560 |
• | a five-year term loan A in an aggregate principal amount equal to $300.0 million, with principal repayable in quarterly installments at a rate of 5.0% during each of the first two years from issuance, 10.0% during the third year from issuance, 15.0% during the fourth year from issuance and 11.25% during the fifth year from issuance, with the remaining 53.75% due at maturity (the “Term Loan A”); |
• | a five-year revolving credit facility in an aggregate principal amount of $100.0 million (the “Revolving Line of Credit”), including $15.0 million available in Euros, Pounds Sterling or Canadian Dollars, $50.0 million available for letters of credit and a $20.0 million swingline loan subfacility, of which $50.0 million was drawn at closing and remains outstanding as of September 30, 2012 (exclusive of outstanding letters of credit described below); and |
• | an incremental facility pursuant to which, prior to the maturity of the Senior Secured Credit Facility, we may incur additional indebtedness in an amount up to $150.0 million under the Revolving Line of Credit or the Term Loan A or a combination thereof, subject to certain conditions, including receipt of additional lending commitments for such additional indebtedness. The terms of the incremental facility will be substantially similar to the terms of the Senior Secured Credit Facility, except with respect to the pricing of the incremental facility, the interest rate for which could be higher than that for the Revolving Line of Credit and the Term Loan A. |
• | the payment of other obligations; |
• | the maintenance of organizational existences, including, but not limited to, maintaining our property and insurance; |
• | compliance with all material contractual obligations and requirements of law; |
• | limitations on the incurrence of indebtedness; |
• | limitations on creation and existence of liens; |
• | limitations on certain fundamental changes to our corporate structure and nature of our business, including mergers; |
• | limitations on asset sales; |
• | limitations on restricted payments, including certain dividends and stock repurchases and redemptions; |
• | limitations on capital expenditures; |
• | limitations on any investments, provided that certain “permitted acquisitions” and strategic investments are allowed; |
• | limitations on optional prepayments and modifications of certain debt instruments; |
• | limitations on modifications to organizational documents; |
• | limitations on transactions with affiliates; |
• | limitations on entering into certain swap agreements; |
• | limitations on negative pledge clauses or clauses restricting subsidiary distributions; |
• | limitations on sale-leaseback and other lease transactions; and |
• | limitations on changes to our fiscal year. |
• | a maximum consolidated leverage ratio, as defined in our Senior Secured Credit Facility (generally, the ratio of our consolidated total debt to consolidated earnings before interest, taxes, depreciation and amortization, or EBITDA, for the most recent four quarters), of 3.50:1.00; and |
• | a minimum consolidated interest coverage ratio, as defined in our Senior Secured Credit Facility (generally, the ratio of our consolidated EBITDA to consolidated interest expense for the most recent four quarters), of 3.00:1.00. |
Required Ratio | Actual Ratio | ||
Maximum consolidated leverage ratio | No greater than 3.50:1.00 | 1.94:1.00 | |
Minimum consolidated interest coverage ratio | No less than 3.00:1.00 | 11.70:1.00 |
Year | Percentage | |
2016 | 103.313% | |
2017 | 102.208% | |
2018 | 101.104% | |
2019 and thereafter | 100.000% |
(in thousands of U.S. dollars) | September 30, 2012 | December 31, 2011 | |||||
Accrued interest | $ | 3,027 | $ | 7,205 | |||
Accrued compensation and benefits | 42,470 | 55,030 | |||||
Other accrued expenses | 36,511 | 36,174 | |||||
Accrued expenses | $ | 82,008 | $ | 98,409 |
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
(in thousands, except per share data) | 2012 | 2011 | 2012 | 2011 | |||||||||||
Net earnings | $ | 36,740 | $ | 27,494 | $ | 84,868 | $ | 79,157 | |||||||
Weighted-average common shares outstanding, basic | 39,047 | 45,689 | 40,777 | 47,831 | |||||||||||
Shares issued on exercise of dilutive options | 4,595 | 4,981 | 4,613 | 5,756 | |||||||||||
Shares purchased with assumed proceeds of options and unearned restricted shares | (2,810 | ) | (2,908 | ) | (2,859 | ) | (3,502 | ) | |||||||
Shares contingently issuable | — | 4 | 1 | 4 | |||||||||||
Weighted-average common shares outstanding, diluted | 40,832 | 47,766 | 42,532 | 50,089 | |||||||||||
Net earnings per common share, diluted | $ | 0.90 | $ | 0.58 | $ | 2.00 | $ | 1.58 | |||||||
Anti-dilutive options excluded from calculation of weighted-average common shares outstanding, diluted | 3,184 | 3,681 | 3,397 | 3,170 |
Notional Amounts | Fair Values | ||||||||||||||||
(in millions of U.S. dollars) | September 30, 2012 | December 31, 2011 | September 30, 2012 | December 31, 2011 | Balance Sheet Location | ||||||||||||
Derivatives designated as cash flow hedging instruments: | |||||||||||||||||
Interest rate swap contract | $ | 183.4 | $ | 186.3 | $ | (6.5 | ) | $ | (4.6 | ) | Accrued expenses / Other non-current liabilities | ||||||
Derivatives not receiving hedge accounting treatment: | |||||||||||||||||
Interest rate swap contract | — | 140.0 | — | (0.8 | ) | Accrued expenses | |||||||||||
Foreign exchange contracts | 7.9 | 11.7 | 0.4 | (1.0 | ) | Prepaid expenses and other / Accrued expenses | |||||||||||
Total derivative financial instruments | $ | 191.3 | $ | 338.0 | $ | (6.1 | ) | $ | (6.4 | ) |
Three Months Ended | |||||||||||||||||||||||
September 30, | |||||||||||||||||||||||
2012 | 2011 | 2012 | 2011 | 2012 | 2011 | ||||||||||||||||||
(in millions of U.S. Dollars) | Amount of Pre-tax Loss Recognized in Earnings* | Amount of Pre-tax Loss Recognized in OCI | Amount of Pre-tax Loss Reclassified from AOCI into Earnings* | ||||||||||||||||||||
Derivatives designated as cash flow hedging instruments: | |||||||||||||||||||||||
Interest rate swap contract | $ | — | $ | — | $ | (1.0 | ) | $ | (4.5 | ) | $ | (0.7 | ) | $ | — | ||||||||
Derivatives not receiving hedge accounting treatment: | |||||||||||||||||||||||
Interest rate swap contracts | $ | — | $ | 0.1 | $ | — | $ | — | $ | — | $ | — | |||||||||||
Foreign exchange contracts | 0.5 | (2.0 | ) | — | — | — | — | ||||||||||||||||
$ | 0.5 | $ | (1.9 | ) | $ | (1.0 | ) | $ | (4.5 | ) | $ | (0.7 | ) | $ | — |
Nine Months Ended | |||||||||||||||||||||||
September 30, | |||||||||||||||||||||||
2012 | 2011 | 2012 | 2011 | 2012 | 2011 | ||||||||||||||||||
(in millions of U.S. Dollars) | Amount of Pre-tax Gain (Loss) Recognized in Earnings* | Amount of Pre-tax Loss Recognized in OCI | Amount of Pre-tax Loss Reclassified from AOCI into Earnings* | ||||||||||||||||||||
Derivatives designated as cash flow hedging instruments: | |||||||||||||||||||||||
Interest rate swap contract | $ | — | $ | — | $ | (2.6 | ) | $ | (4.9 | ) | $ | (0.7 | ) | $ | (5.0 | ) | |||||||
Derivatives not receiving hedge accounting treatment: | |||||||||||||||||||||||
Interest rate swap contracts | $ | (0.1 | ) | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Foreign exchange contracts | 1.4 | (2.0 | ) | — | — | — | — | ||||||||||||||||
$ | 1.3 | $ | (2.0 | ) | $ | (2.6 | ) | $ | (4.9 | ) | $ | (0.7 | ) | $ | (5.0 | ) |
* | Amounts recognized in earnings related to interest rate swap contracts are included in interest expense in the unaudited condensed consolidated statements of income and amounts recognized in earnings related to foreign exchange contracts are included in cost of sales in the unaudited condensed consolidated statements of income. |
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
in thousands, except per share data | 2012 | 2011 | 2012 | 2011 | |||||||||||
Shares repurchased | 838 | 2,094 | 4,133 | 5,861 | |||||||||||
Aggregate repurchase price | $ | 21,229 | $ | 49,961 | $ | 87,130 | $ | 155,817 | |||||||
Average price paid per share | $ | 25.34 | $ | 23.86 | $ | 21.08 | $ | 26.59 |
Three Months Ended | |||||||||||||||||||
September 30, | |||||||||||||||||||
(in millions of U.S. dollars) | Shared Mail | Neighborhood Targeted | FSI | International, Digital Media & Services | Total | ||||||||||||||
2012 | |||||||||||||||||||
Revenues from external customers | $ | 331.4 | $ | 75.8 | $ | 72.2 | $ | 44.4 | $ | 523.8 | |||||||||
Intersegment revenues | $ | 4.3 | $ | 15.7 | $ | 9.3 | $ | — | $ | 29.3 | |||||||||
Depreciation/amortization | $ | 7.7 | $ | 1.0 | $ | 3.2 | $ | 2.0 | $ | 13.9 | |||||||||
Segment profit (loss) | $ | 52.3 | $ | (1.1 | ) | $ | 7.6 | $ | 0.1 | $ | 58.9 | ||||||||
2011 | |||||||||||||||||||
Revenues from external customers | $ | 330.5 | $ | 76.9 | $ | 73.5 | $ | 47.5 | $ | 528.4 | |||||||||
Intersegment revenues | $ | 4.4 | $ | 13.8 | $ | 9.6 | $ | 0.1 | $ | 27.9 | |||||||||
Depreciation/amortization | $ | 8.9 | $ | 1.2 | $ | 3.6 | $ | 0.7 | $ | 14.4 | |||||||||
Segment profit (loss) | $ | 46.2 | $ | 0.4 | $ | (0.8 | ) | $ | 3.2 | $ | 49.0 | ||||||||
Nine Months Ended | |||||||||||||||||||
September 30, | |||||||||||||||||||
(in millions of U.S. dollars) | Shared Mail | Neighborhood Targeted | FSI | International, Digital Media & Services | Total | ||||||||||||||
2012 | |||||||||||||||||||
Revenues from external customers | $ | 1,008.2 | $ | 225.5 | $ | 219.0 | $ | 129.9 | $ | 1,582.6 | |||||||||
Intersegment revenues | $ | 12.7 | $ | 42.3 | $ | 29.4 | $ | — | $ | 84.4 | |||||||||
Depreciation/amortization | $ | 24.2 | $ | 3.1 | $ | 9.6 | $ | 6.1 | $ | 43.0 | |||||||||
Segment profit (loss) | $ | 147.0 | $ | (5.1 | ) | $ | 20.3 | $ | 5.2 | $ | 167.4 | ||||||||
2011 | |||||||||||||||||||
Revenues from external customers | $ | 990.3 | $ | 255.8 | $ | 251.9 | $ | 142.6 | $ | 1,640.6 | |||||||||
Intersegment revenues | $ | 13.0 | $ | 36.0 | $ | 29.2 | $ | 0.3 | $ | 78.5 | |||||||||
Depreciation/amortization | $ | 28.4 | $ | 3.2 | $ | 9.6 | $ | 4.3 | $ | 45.5 | |||||||||
Segment profit | $ | 136.0 | $ | 3.1 | $ | 14.9 | $ | 15.0 | $ | 169.0 |
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
(in millions of U.S. dollars) | 2012 | 2011 | 2012 | 2011 | |||||||||||
Total segment profit | $ | 58.9 | $ | 49.0 | $ | 167.4 | $ | 169.0 | |||||||
Unallocated amounts: | |||||||||||||||
Goodwill impairment | $ | — | $ | — | $ | 7.6 | $ | — | |||||||
Restructuring and other charges | $ | — | $ | — | $ | 9.7 | $ | — | |||||||
Earnings from operations | $ | 58.9 | $ | 49.0 | 150.1 | $ | 169.0 |
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
(in millions of U.S. dollars) | 2012 | 2011 | 2012 | 2011 | |||||||||||
United States | $ | 514.6 | $ | 516.4 | $ | 1,550.5 | $ | 1,601.6 | |||||||
Foreign | 9.2 | 12.0 | 32.1 | 39.0 | |||||||||||
Revenues | $ | 523.8 | $ | 528.4 | $ | 1,582.6 | $ | 1,640.6 |
(in millions of U.S. dollars) | September 30, 2012 | December 31, 2011 | |||||
United States | $ | 123.9 | $ | 140.7 | |||
Foreign | 7.7 | 8.2 | |||||
Property, plant and equipment, net | $ | 131.6 | $ | 148.9 |
• | The sale or other transfer or disposition of all of the Guarantor Subsidiary's capital stock to any person that is not an affiliate of the Parent Company; |
• | The sale or other transfer of all or substantially all the assets or capital stock of a Guarantor Subsidiary, by way of merger, consolidation or otherwise, to any person that is not an affiliate of the Parent Company; |
• | If a Guarantor Subsidiary ceases to be a “Domestic Restricted Subsidiary” for purposes of the indenture covenants; and |
• | Legal defeasance or covenant defeasance of the indenture obligations when provision has been made for them to be fully satisfied. |
Parent Company | Guarantor Subsidiaries | Non- Guarantor Subsidiaries | Consolidating Adjustments | Consolidated Total | |||||||||||||||
Assets | |||||||||||||||||||
Current assets: | |||||||||||||||||||
Cash and cash equivalents | $ | 58,768 | $ | 7,530 | $ | 24,046 | $ | — | $ | 90,344 | |||||||||
Accounts receivable, net | 107,972 | 274,327 | 17,042 | — | 399,341 | ||||||||||||||
Inventories | 24,273 | 7,584 | 3 | — | 31,860 | ||||||||||||||
Prepaid expenses and other (including intercompany) | 1,382,334 | 3,214,001 | 1,309 | (4,542,564 | ) | 55,080 | |||||||||||||
Total current assets | 1,573,347 | 3,503,442 | 42,400 | (4,542,564 | ) | 576,625 | |||||||||||||
Property, plant and equipment, net | 18,871 | 111,655 | 1,040 | — | 131,566 | ||||||||||||||
Goodwill | 23,699 | 598,198 | 6,989 | — | 628,886 | ||||||||||||||
Other intangible assets, net | 11,540 | 209,863 | — | — | 221,403 | ||||||||||||||
Investments | 627,723 | 15,100 | — | (639,432 | ) | 3,391 | |||||||||||||
Intercompany note receivable (payable) | 344,146 | (340,069 | ) | (4,077 | ) | — | — | ||||||||||||
Other assets | 8,116 | 4,564 | 14 | — | 12,694 | ||||||||||||||
Total assets | $ | 2,607,442 | $ | 4,102,753 | $ | 46,366 | $ | (5,181,996 | ) | $ | 1,574,565 | ||||||||
Liabilities and Stockholders’ Equity | |||||||||||||||||||
Current liabilities: | |||||||||||||||||||
Current portion, long-term debt | $ | 18,750 | $ | — | $ | — | $ | — | $ | 18,750 | |||||||||
Accounts payable and intercompany payable | 1,475,441 | 3,334,726 | 16,870 | (4,542,564 | ) | 284,473 | |||||||||||||
Progress billings | 16,449 | 11,764 | 12,339 | — | 40,552 | ||||||||||||||
Accrued expenses | 42,259 | 33,059 | 6,690 | — | 82,008 | ||||||||||||||
Total current liabilities | 1,552,899 | 3,379,549 | 35,899 | (4,542,564 | ) | 425,783 | |||||||||||||
Long-term debt | 572,561 | — | — | — | 572,561 | ||||||||||||||
Deferred income taxes | (3,573 | ) | 74,242 | (3,997 | ) | — | 66,672 | ||||||||||||
Other non-current liabilities | 20,456 | 24,363 | (369 | ) | — | 44,450 | |||||||||||||
Total liabilities | 2,142,343 | 3,478,154 | 31,533 | (4,542,564 | ) | 1,109,466 | |||||||||||||
Stockholders’ equity | 465,099 | 624,599 | 14,833 | (639,432 | ) | 465,099 | |||||||||||||
Total liabilities and stockholders’ equity | $ | 2,607,442 | $ | 4,102,753 | $ | 46,366 | $ | (5,181,996 | ) | $ | 1,574,565 |
Parent Company | Guarantor Subsidiaries | Non- Guarantor Subsidiaries | Consolidating Adjustments | Consolidated Total | |||||||||||||||
Assets | |||||||||||||||||||
Current assets: | |||||||||||||||||||
Cash and cash equivalents | $ | 68,887 | $ | 7,543 | $ | 25,541 | $ | — | $ | 101,971 | |||||||||
Accounts receivable, net | 123,558 | 302,096 | 22,666 | — | 448,320 | ||||||||||||||
Inventories | 32,159 | 8,958 | 3 | — | 41,120 | ||||||||||||||
Prepaid expenses and other (including intercompany) | 1,157,263 | 1,993,450 | 23,217 | (3,136,275 | ) | 37,655 | |||||||||||||
Total current assets | 1,381,867 | 2,312,047 | 71,427 | (3,136,275 | ) | 629,066 | |||||||||||||
Property, plant and equipment, net | 24,790 | 122,565 | 1,550 | — | 148,905 | ||||||||||||||
Goodwill | 23,584 | 605,898 | 6,989 | — | 636,471 | ||||||||||||||
Other intangible assets, net | 11,558 | 202,055 | — | — | 213,613 | ||||||||||||||
Investments | 547,366 | 21,385 | — | (565,261 | ) | 3,490 | |||||||||||||
Intercompany note receivable (payable) | 359,649 | (333,683 | ) | (25,966 | ) | — | — | ||||||||||||
Other assets | 9,710 | 5,271 | (2,079 | ) | — | 12,902 | |||||||||||||
Total assets | $ | 2,358,524 | $ | 2,935,538 | $ | 51,921 | $ | (3,701,536 | ) | $ | 1,644,447 | ||||||||
Liabilities and Stockholders’ Equity | |||||||||||||||||||
Current liabilities: | |||||||||||||||||||
Current portion, long-term debt | $ | 15,000 | $ | — | $ | — | $ | — | $ | 15,000 | |||||||||
Accounts payable and intercompany payable | 1,210,296 | 2,246,381 | 13,976 | (3,136,275 | ) | 334,378 | |||||||||||||
Progress billings | 15,952 | 10,358 | 13,665 | — | 39,975 | ||||||||||||||
Accrued expenses | 52,675 | 38,543 | 7,191 | — | 98,409 | ||||||||||||||
Total current liabilities | 1,293,923 | 2,295,282 | 34,832 | (3,136,275 | ) | 487,762 | |||||||||||||
Long-term debt | 587,560 | — | — | — | 587,560 | ||||||||||||||
Deferred income taxes | (2,840 | ) | 74,241 | (3,997 | ) | — | 67,404 | ||||||||||||
Other non-current liabilities | 30,347 | 20,887 | 953 | — | 52,187 | ||||||||||||||
Total liabilities | 1,908,990 | 2,390,410 | 31,788 | (3,136,275 | ) | 1,194,913 | |||||||||||||
Stockholders’ equity | 449,534 | 545,128 | 20,133 | (565,261 | ) | 449,534 | |||||||||||||
Total liabilities and stockholders’ equity | $ | 2,358,524 | $ | 2,935,538 | $ | 51,921 | $ | (3,701,536 | ) | $ | 1,644,447 |
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Consolidated Total | |||||||||||||||
Revenues | $ | 172,888 | $ | 445,063 | $ | 12,868 | $ | (106,997 | ) | $ | 523,822 | ||||||||
Costs and expenses: | |||||||||||||||||||
Cost of sales | 145,467 | 286,533 | 9,093 | (52,809 | ) | 388,284 | |||||||||||||
Selling, general and administrative | 23,033 | 101,614 | 2,899 | (54,188 | ) | 73,358 | |||||||||||||
Amortization expense | 6 | 3,239 | — | — | 3,245 | ||||||||||||||
Total costs and expenses | 168,506 | 391,386 | 11,992 | (106,997 | ) | 464,887 | |||||||||||||
Earnings from operations | 4,382 | 53,677 | 876 | — | 58,935 | ||||||||||||||
Other expenses and income: | |||||||||||||||||||
Interest expense | 7,563 | — | — | — | 7,563 | ||||||||||||||
Interest income | (20 | ) | 3 | (29 | ) | — | (46 | ) | |||||||||||
Intercompany interest | (9,062 | ) | 9,062 | — | — | — | |||||||||||||
Other expenses, net | 49 | 197 | 3 | — | 249 | ||||||||||||||
Total other expenses (income), net | (1,470 | ) | 9,262 | (26 | ) | — | 7,766 | ||||||||||||
Earnings before income taxes | 5,852 | 44,415 | 902 | — | 51,169 | ||||||||||||||
Income tax expense (benefit) | (3,429 | ) | 17,632 | 226 | — | 14,429 | |||||||||||||
Equity in net earnings of subsidiaries | 27,459 | 4,276 | — | (31,735 | ) | — | |||||||||||||
Net earnings | $ | 36,740 | $ | 31,059 | $ | 676 | $ | (31,735 | ) | $ | 36,740 | ||||||||
Other comprehensive income (loss) | (9 | ) | 197 | 197 | (394 | ) | (9 | ) | |||||||||||
Comprehensive income | $ | 36,731 | $ | 31,256 | $ | 873 | $ | (32,129 | ) | $ | 36,731 |
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Consolidated Total | |||||||||||||||
Revenues | $ | 173,543 | $ | 443,671 | $ | 17,008 | $ | (105,831 | ) | $ | 528,391 | ||||||||
Costs and expenses: | |||||||||||||||||||
Cost of sales | 148,817 | 287,173 | 12,368 | (52,630 | ) | 395,728 | |||||||||||||
Selling, general and administrative | 30,065 | 100,223 | 3,433 | (53,201 | ) | 80,520 | |||||||||||||
Amortization expense | 5 | 3,151 | — | — | 3,156 | ||||||||||||||
Total costs and expenses | 178,887 | 390,547 | 15,801 | (105,831 | ) | 479,404 | |||||||||||||
Earnings (loss) from operations | (5,344 | ) | 53,124 | 1,207 | — | 48,987 | |||||||||||||
Other expenses and income: | |||||||||||||||||||
Interest expense | 8,148 | — | — | — | 8,148 | ||||||||||||||
Interest income | (28 | ) | — | (26 | ) | — | (54 | ) | |||||||||||
Intercompany interest | (1,179 | ) | 1,179 | — | — | — | |||||||||||||
Other expenses (income), net | (2,877 | ) | (972 | ) | (7 | ) | — | (3,856 | ) | ||||||||||
Total other expenses (income), net | 4,064 | 207 | (33 | ) | — | 4,238 | |||||||||||||
Earnings (loss) before income taxes | (9,408 | ) | 52,917 | 1,240 | — | 44,749 | |||||||||||||
Income tax expense | (10 | ) | 16,891 | 374 | — | 17,255 | |||||||||||||
Equity in net earnings of subsidiaries | 36,892 | 866 | — | (37,758 | ) | — | |||||||||||||
Net earnings | $ | 27,494 | $ | 36,892 | $ | 866 | $ | (37,758 | ) | $ | 27,494 | ||||||||
Other comprehensive loss | (3,992 | ) | (1,254 | ) | (1,254 | ) | 2,508 | (3,992 | ) | ||||||||||
Comprehensive income (loss) | $ | 23,502 | $ | 35,638 | $ | (388 | ) | $ | (35,250 | ) | $ | 23,502 |
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Consolidated Total | |||||||||||||||
Revenues | $ | 515,716 | $ | 1,332,741 | $ | 44,754 | $ | (310,566 | ) | $ | 1,582,645 | ||||||||
Costs and expenses: | |||||||||||||||||||
Cost of sales | 435,750 | 864,353 | 34,637 | (153,835 | ) | 1,180,905 | |||||||||||||
Selling, general and administrative | 76,842 | 305,097 | 9,290 | (156,731 | ) | 234,498 | |||||||||||||
Amortization expense | 17 | 9,540 | — | — | 9,557 | ||||||||||||||
Goodwill impairment | 3,985 | 3,600 | — | — | 7,585 | ||||||||||||||
Total costs and expenses | 516,594 | 1,182,590 | 43,927 | (310,566 | ) | 1,432,545 | |||||||||||||
Earnings (loss) from operations | (878 | ) | 150,151 | 827 | — | 150,100 | |||||||||||||
Other expenses and income: | |||||||||||||||||||
Interest expense | 21,372 | — | — | — | 21,372 | ||||||||||||||
Interest income | (80 | ) | 3 | (97 | ) | — | (174 | ) | |||||||||||
Intercompany interest | (19,817 | ) | 19,770 | 47 | — | — | |||||||||||||
Other expenses (income), net | 34 | (526 | ) | (33 | ) | — | (525 | ) | |||||||||||
Total other expenses (income), net | 1,509 | 19,247 | (83 | ) | — | 20,673 | |||||||||||||
Earnings (loss) before income taxes | (2,387 | ) | 130,904 | 910 | — | 129,427 | |||||||||||||
Income tax expense (benefit) | (6,016 | ) | 49,540 | 1,035 | — | 44,559 | |||||||||||||
Equity in net earnings (loss) of subsidiaries | 81,239 | 3,475 | — | (84,714 | ) | — | |||||||||||||
Net earnings (loss) | $ | 84,868 | $ | 84,839 | $ | (125 | ) | $ | (84,714 | ) | $ | 84,868 | |||||||
Other comprehensive income (loss) | (435 | ) | 750 | 750 | (1,500 | ) | (435 | ) | |||||||||||
Comprehensive income | $ | 84,433 | $ | 85,589 | $ | 625 | $ | (86,214 | ) | $ | 84,433 |
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Consolidated Total | |||||||||||||||
Revenues | $ | 572,298 | $ | 1,317,568 | $ | 54,658 | $ | (303,902 | ) | $ | 1,640,622 | ||||||||
Costs and expenses: | |||||||||||||||||||
Cost of sales | 483,751 | 851,885 | 38,660 | (151,951 | ) | 1,222,345 | |||||||||||||
Selling, general and administrative | 76,040 | 305,162 | 10,527 | (151,951 | ) | 239,778 | |||||||||||||
Amortization expense | 16 | 9,451 | — | — | 9,467 | ||||||||||||||
Total costs and expenses | 559,807 | 1,166,498 | 49,187 | (303,902 | ) | 1,471,590 | |||||||||||||
Earnings from operations | 12,491 | 151,070 | 5,471 | — | 169,032 | ||||||||||||||
Other expenses and income: | |||||||||||||||||||
Interest expense | 29,649 | — | — | — | 29,649 | ||||||||||||||
Interest income | (242 | ) | — | (73 | ) | — | (315 | ) | |||||||||||
Intercompany interest | (15,533 | ) | 15,371 | 162 | — | — | |||||||||||||
Loss on extinguishment of debt | 16,318 | — | — | — | 16,318 | ||||||||||||||
Other expenses (income), net | (3,095 | ) | (3,242 | ) | 169 | — | (6,168 | ) | |||||||||||
Total other expenses, net | 27,097 | 12,129 | 258 | — | 39,484 | ||||||||||||||
Earnings (loss) before income taxes | (14,606 | ) | 138,941 | 5,213 | — | 129,548 | |||||||||||||
Income tax expense | 556 | 48,199 | 1,636 | — | 50,391 | ||||||||||||||
Equity in net earnings of subsidiaries | 94,319 | 3,577 | — | (97,896 | ) | — | |||||||||||||
Net earnings | $ | 79,157 | $ | 94,319 | $ | 3,577 | $ | (97,896 | ) | $ | 79,157 | ||||||||
Other comprehensive loss | (515 | ) | (447 | ) | (447 | ) | 894 | (515 | ) | ||||||||||
Comprehensive income | $ | 78,642 | $ | 93,872 | $ | 3,130 | $ | (97,002 | ) | $ | 78,642 |
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Consolidated Total | |||||||||||||||
Net cash provided by (used in) operating activities | $ | 153,569 | $ | (40,611 | ) | $ | (1,764 | ) | $ | — | $ | 111,194 | |||||||
Cash flows from investing activities: | |||||||||||||||||||
Additions to property, plant and equipment | (4,472 | ) | (11,100 | ) | (211 | ) | — | (15,783 | ) | ||||||||||
Digital acquisitions, net of cash acquired | — | (18,344 | ) | — | — | (18,344 | ) | ||||||||||||
Proceeds from sale of property, plant and equipment | 250 | — | 6 | — | 256 | ||||||||||||||
Net cash used in investing activities | (4,222 | ) | (29,444 | ) | (205 | ) | — | (33,871 | ) | ||||||||||
Cash flows from financing activities: | |||||||||||||||||||
Cash provided by (used in) intercompany activity | (70,042 | ) | 70,042 | — | — | — | |||||||||||||
Repayments of long-term debt | (11,250 | ) | — | — | — | (11,250 | ) | ||||||||||||
Repurchases of common stock | (87,130 | ) | — | — | — | (87,130 | ) | ||||||||||||
Proceeds from issuance of common stock | 8,956 | — | — | — | 8,956 | ||||||||||||||
Net cash provided by (used in) by financing activities | (159,466 | ) | 70,042 | — | — | (89,424 | ) | ||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | 474 | — | 474 | ||||||||||||||
Net decrease in cash and cash equivalents | (10,119 | ) | (13 | ) | (1,495 | ) | — | (11,627 | ) | ||||||||||
Cash and cash equivalents at beginning of period | 68,887 | 7,543 | 25,541 | — | 101,971 | ||||||||||||||
Cash and cash equivalents at end of period | $ | 58,768 | $ | 7,530 | $ | 24,046 | $ | — | $ | 90,344 |
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating Adjustments | Consolidated Total | |||||||||||||||
Net cash provided by (used in) operating activities | $ | 246,069 | $ | (120,960 | ) | $ | (1,911 | ) | $ | — | $ | 123,198 | |||||||
Cash flows from investing activities: | |||||||||||||||||||
Additions to property, plant and equipment | (11,101 | ) | (6,829 | ) | (197 | ) | — | (18,127 | ) | ||||||||||
Proceeds from sale of property, plant and equipment | 46 | — | — | — | 46 | ||||||||||||||
Proceeds from sale of available-for-sale securities | 1,494 | — | — | — | 1,494 | ||||||||||||||
Net cash used in investing activities | (9,561 | ) | (6,829 | ) | (197 | ) | — | (16,587 | ) | ||||||||||
Cash flows from financing activities: | |||||||||||||||||||
Cash provided by (used in) intercompany activity | (121,522 | ) | 121,522 | — | — | — | |||||||||||||
Borrowings of long-term debt | 610,000 | — | — | — | 610,000 | ||||||||||||||
Repayments of long-term debt | (709,919 | ) | — | — | — | (709,919 | ) | ||||||||||||
Debt issuance costs | (11,580 | ) | — | — | — | (11,580 | ) | ||||||||||||
Repurchases of common stock | (155,817 | ) | — | — | — | (155,817 | ) | ||||||||||||
Proceeds from issuance of common stock | 5,646 | — | — | — | 5,646 | ||||||||||||||
Net cash provided by (used in) financing activities | (383,192 | ) | 121,522 | — | — | (261,670 | ) | ||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | 158 | — | 158 | ||||||||||||||
Net decrease in cash and cash equivalents | (146,684 | ) | (6,267 | ) | (1,950 | ) | — | (154,901 | ) | ||||||||||
Cash and cash equivalents at beginning of period | 211,933 | 8,026 | 25,976 | — | 245,935 | ||||||||||||||
Cash and cash equivalents at end of period | $ | 65,249 | $ | 1,759 | $ | 24,026 | $ | — | $ | 91,034 |
• | Restructuring costs of $9.7 million ("Q2 Restructuring Activities"), which consisted of $5.3 million of severance and related costs and $0.7 million of Brand.net acquisition costs, both of which were included in selling, general and administrative expenses in the unaudited, condensed consolidated statements of income, and $3.7 million of lease termination, severance, asset impairment and other costs associated with our decision to exit our solo direct mail business and our newspaper polybag advertising and sampling business, which were included in cost of sales in the unaudited, condensed consolidated statements of income; and |
• | Non-cash goodwill impairment charges of $7.6 million. |
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
(in millions of U.S. dollars, except per share data) | 2012 | 2011 | 2012 | 2011 | ||||||||||
Revenues: | ||||||||||||||
Shared Mail | $ | 331.4 | $ | 330.5 | $ | 1,008.2 | $ | 990.3 | ||||||
Neighborhood Targeted | 75.8 | 76.9 | 225.5 | 255.8 | ||||||||||
Free-standing Inserts | 72.2 | 73.5 | 219.0 | 251.9 | ||||||||||
International, Digital Media & Services | 44.4 | 47.5 | 129.9 | 142.6 | ||||||||||
Total revenues | 523.8 | 528.4 | 1,582.6 | 1,640.6 | ||||||||||
Cost of sales | 388.3 | 395.7 | 1,180.9 | 1,222.3 | ||||||||||
Gross profit | 135.5 | 132.7 | 401.7 | 418.3 | ||||||||||
Selling, general and administrative | 73.4 | 80.5 | 234.5 | 239.8 | ||||||||||
Amortization expense | 3.2 | 3.2 | 9.6 | 9.5 | ||||||||||
Goodwill impairment | — | — | 7.6 | — | ||||||||||
Earnings from operations | 58.9 | 49.0 | 150.1 | 169.0 | ||||||||||
Other expenses and income: | ||||||||||||||
Interest expense, net | 7.5 | 8.1 | 21.2 | 29.3 | ||||||||||
Loss on extinguishment of debt | — | — | — | 16.3 | ||||||||||
Other income, net | 0.2 | (3.9 | ) | (0.5 | ) | (6.2 | ) | |||||||
Total other expenses, net | 7.8 | 4.2 | 20.7 | 39.4 | ||||||||||
Earnings before income taxes | 51.2 | 44.8 | 129.4 | 129.6 | ||||||||||
Income tax expense | 14.4 | 17.3 | 44.6 | 50.4 | ||||||||||
Net earnings | $ | 36.7 | $ | 27.5 | $ | 84.9 | $ | 79.2 | ||||||
Net earnings per common share, diluted | $ | 0.90 | $ | 0.58 | $ | 2.00 | $ | 1.58 | ||||||
Weighted-average common shares outstanding, diluted | 40,832 | 47,766 | 42,532 | 50,089 |
• | The $112.2 million reduction in outstanding indebtedness that resulted from the replacement and termination of our Prior Senior Secured Credit facility with the Senior Secured Credit Facility on June 27, 2011; and |
• | The reduced interest rate associated with the 2021 Notes (as defined below) as compared to the 2015 Notes and the reduced margins associated with the Senior Secured Credit Facility as compared to the Prior Senior Secured Credit Facility. |
• | A favorable income tax adjustment recognized during the three and nine months ended September 30, 2012 resulting from the expiration of certain tax reserves; and |
• | Savings resulting from the Q2 2012 Restructuring Activities. |
• | A favorable income tax adjustment recognized during the three and nine months ended September 30, 2012 resulting from the expiration of certain tax reserves; |
• | Savings resulting from the Q2 2012 Restructuring Activities, which were more than offset by a goodwill impairment charge and charges related to our Q2 2012 Restructuring Activities during the nine months ended September 30, 2012; |
• | The reduction in interest expense, net described above; and |
• | The non-recurrence during the nine months ended September 30, 2012 of the loss on extinguishment of debt and related charges recognized during the nine months ended September 30, 2011. |
Nine Months Ended | |||||||||||||||
September 30, | |||||||||||||||
2012 | 2011 | ||||||||||||||
U.S. Dollars in Millions | Per Common Share, Diluted | U.S. Dollars in Millions | Per Common Share, Diluted | ||||||||||||
Net earnings | $ | 84.9 | $ | 2.00 | $ | 79.2 | $ | 1.58 | |||||||
Excluding: | |||||||||||||||
Goodwill impairment, net of tax of $2.9 million | 4.7 | 0.11 | — | — | |||||||||||
Q2 2012 Restructuring Activities, net of tax of $3.7 million | 6.0 | 0.14 | — | — | |||||||||||
Loss on extinguishment of debt and related charges, net of tax of $7.3 million | — | — | 11.6 | 0.23 | |||||||||||
Adjusted net earnings | $ | 95.6 | $ | 2.25 | $ | 90.8 | $ | 1.81 |
• | Shared Mail – Products that have the ability to reach 9 out of 10 U.S. households through shared mail distribution. Our Shared Mail programs combine the individual print advertisements of various clients into a single shared mail package delivered primarily through the United States Postal Service (“USPS”). |
• | Neighborhood Targeted – Products that are targeted to specific newspaper zones or neighborhoods based on geographic and demographic characteristics. |
• | Free-standing Inserts – Four-color booklets that contain promotions, primarily coupons, from multiple advertisers (cooperative), which we publish and distribute to approximately 60 million households through newspapers and shared mail, as well as customized FSIs (custom co-ops) featuring multiple brands of a single client. |
• | The reduction in CPG programs, which adversely affected the sampling business prior to our decision to exit the business; |
• | The impact of exiting the sampling business; and |
• | A market-driven change in the way Newspaper Inserts business is contracted, which resulted in the recognition of a portion of related revenues on a net, rather than gross, basis. The impact of this change in revenue recognition is currently expected to increase in the fourth quarter of 2012 and during 2013. |
(in millions of U.S. dollars) | Facility Amount | Amount Outstanding | Available | |||||||
Cash and cash equivalents | $ | 90.3 | (a) | |||||||
Debt facilities: | ||||||||||
Senior Secured Revolving Credit Facility | $ | 100.0 | 58.4 | (b) | 41.6 | |||||
Total Available | $ | 131.9 |
(a) | The foreign subsidiaries for which we have elected to permanently reinvest earnings outside of the U.S. held $24.0 million of cash and cash equivalents as of September 30, 2012. In the event we alter our current position and repatriate funds in the future, we may be required to accrue and pay U.S. taxes on a portion thereof. |
(b) | Represents $50 million outstanding under our Revolving Line of Credit (as defined below) and $8.4 million in outstanding letters of credit. |
Nine Months Ended | |||
(in millions of U.S. dollars) | September 30, 2012 | ||
Net cash provided by operating activities | $ | 111.2 | |
Net cash used in investing activities | (33.9 | ) | |
Net cash used in financing activities | (89.4 | ) | |
Effect of exchange rate changes on cash and cash equivalents | 0.5 | ||
Net decrease in cash and cash equivalents | (11.6 | ) | |
Cash and cash equivalents at beginning of period | 102.0 | ||
Cash and cash equivalents at end of period | $ | 90.3 |
• | net cash inflows of $52.3 million associated with the decrease in accounts receivable, net, which was almost entirely offset by net cash outflows of $51.6 million related to the decrease in accounts payable, both of which reflect the decreases in our revenues and cost of sales for the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011; |
• | net cash outflows of $21.6 million associated with the decrease in accrued expenses; and |
• | net cash outflows of $16.9 million associated with the increase in prepaid expenses and other, which is primarily attributable to the timing of estimated income tax payments. |
• | a five-year term loan A in an aggregate principal amount equal to $300.0 million, with principal repayable in quarterly installments at a rate of 5.0% during each of the first two years from issuance, 10.0% during the third year from issuance, 15.0% during the fourth year from issuance and 11.25% during the fifth year from issuance, with the remaining 53.75% due at maturity (the “Term Loan A”); |
• | a five-year revolving credit facility in an aggregate principal amount of $100.0 million (the “Revolving Line of Credit”), including $15.0 million available in Euros, Pounds Sterling or Canadian Dollars, $50.0 million available for letters of credit and a $20.0 million swingline loan subfacility, of which $50.0 million was drawn at closing and remains outstanding as of September 30, 2012 (exclusive of outstanding letters of credit described below); and |
• | an incremental facility pursuant to which, prior to the maturity of the Senior Secured Credit Facility, we may incur additional indebtedness in an amount up to $150.0 million under the Revolving Line of Credit or the Term Loan A or a combination thereof, subject to certain conditions, including receipt of additional lending commitments for such additional indebtedness. The terms of the incremental facility will be substantially similar to the terms of the Senior Secured Credit Facility, except with respect to the pricing of the incremental facility, the interest rate for which could be higher than that for the Revolving Line of Credit and the Term Loan A. |
• | the payment of other obligations; |
• | the maintenance of organizational existences, including, but not limited to, maintaining our property and insurance; |
• | compliance with all material contractual obligations and requirements of law; |
• | limitations on the incurrence of indebtedness; |
• | limitations on creation and existence of liens; |
• | limitations on certain fundamental changes to our corporate structure and nature of our business, including mergers; |
• | limitations on asset sales; |
• | limitations on restricted payments, including certain dividends and stock repurchases and redemptions; |
• | limitations on capital expenditures; |
• | limitations on any investments, provided that certain “permitted acquisitions” and strategic investments are allowed; |
• | limitations on optional prepayments and modifications of certain debt instruments; |
• | limitations on modifications to organizational documents; |
• | limitations on transactions with affiliates; |
• | limitations on entering into certain swap agreements; |
• | limitations on negative pledge clauses or clauses restricting subsidiary distributions; |
• | limitations on sale-leaseback and other lease transactions; and |
• | limitations on changes to our fiscal year. |
• | a maximum consolidated leverage ratio, as defined in our Senior Secured Credit Facility (generally, the ratio of our consolidated total debt to consolidated earnings before interest, taxes, depreciation and amortization, or EBITDA, for the most recent four quarters), of 3.50:1.00; and |
• | a minimum consolidated interest coverage ratio, as defined in our Senior Secured Credit Facility (generally, the ratio of our consolidated EBITDA to consolidated interest expense for the most recent four quarters), of 3.00:1.00. |
Required Ratio | Actual Ratio | ||
Maximum consolidated leverage ratio | No greater than 3.50:1.00 | 1.94:1.00 | |
Minimum consolidated interest coverage ratio | No less than 3.00:1.00 | 11.70:1.00 |
Year | Percentage | |
2016 | 103.313% | |
2017 | 102.208% | |
2018 | 101.104% | |
2019 and thereafter | 100.000% |
Period | Total Number of Shares Purchased | Average Price Paid per Share (including broker commissions) | Total Number of Shares Purchased as Part of Publicly Announced Plan (a) | Maximum Number of Shares that May Yet be Purchased under the Plan (b) | |||||||||
July 1, 2012 to July 31, 2012 | — | $ | — | — | 4,192,485 | ||||||||
August 1, 2012 to August 31, 2012 | 472,237 | $ | 24.35 | 472,237 | 3,720,248 | ||||||||
September 1, 2012 to September 30, 2012 | 365,424 | $ | 26.62 | 365,424 | 3,354,824 | ||||||||
837,661 | $ | 25.34 | 837,661 |
(a) | On August 25, 2005, our Board of Directors approved the repurchase of 5 million shares of our common stock. This share repurchase plan was suspended in February 2006. On May 6, 2010, our Board of Directors reinstated this share repurchase plan. In May 2011, our Board of Directors approved an increase of 6 million shares to this share repurchase plan. In May 2012, our Board of Directors approved an additional increase of 6 million shares to this share repurchase plan. |
(b) | Our ability to make share repurchases may be limited by the documents governing our indebtedness. |
Exhibit Number | Description |
31.1 | Section 302 Certification of Robert A. Mason |
31.2 | Section 302 Certification of Robert L. Recchia |
32.1 | Section 906 Certification of Robert A. Mason |
32.2 | Section 906 Certification of Robert L. Recchia |
101.INS* | XBRL Instance Document |
101.SCH* | XBRL Taxonomy Extension Schema |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase |
101.LAB* | XBRL Taxonomy Extension Label Linkbase |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase |
* | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files included as Exhibits 101 hereto (i) shall not be deemed “filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, (ii) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and (iii) otherwise are not subject to liability under those sections. |
Valassis Communications, Inc. (Registrant) | ||
By: | /s/ Robert L. Recchia | |
Robert L. Recchia | ||
Executive Vice President and Chief Financial Officer | ||
Signing on behalf of the Registrant and as principal financial and accounting officer. |
Exhibit Number | Description |
31.1 | Section 302 Certification of Robert A. Mason |
31.2 | Section 302 Certification of Robert L. Recchia |
32.1 | Section 906 Certification of Robert A. Mason |
32.2 | Section 906 Certification of Robert L. Recchia |
101.INS* | XBRL Instance Document |
101.SCH* | XBRL Taxonomy Extension Schema |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase |
101.LAB* | XBRL Taxonomy Extension Label Linkbase |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase |
* | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files included as Exhibits 101 hereto (i) shall not be deemed “filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, (ii) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and (iii) otherwise are not subject to liability under those sections. |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; |
d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Robert A. Mason | |
Robert A. Mason Chief Executive Officer |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; |
d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Robert L. Recchia | |
Robert L. Recchia Chief Financial Officer |
Dated: | November 6, 2012 | /s/ Robert A. Mason |
Robert A. Mason Chief Executive Officer |
Dated: | November 6, 2012 | /s/ Robert L. Recchia |
Robert L. Recchia Chief Financial Officer |
Earnings Per Common Share Data (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2012
|
Sep. 30, 2011
|
Sep. 30, 2012
|
Sep. 30, 2011
|
|
Earnings Per Share Disclosure [Line Items] | ||||
Net earnings | $ 36,740 | $ 27,494 | $ 84,868 | $ 79,157 |
Weighted-average common shares outstanding, basic | 39,047 | 45,689 | 40,777 | 47,831 |
Shares issued on exercise of dilutive options | 4,595 | 4,981 | 4,613 | 5,756 |
Shares purchased with assumed proceeds of options and unearned restricted shares | (2,810) | (2,908) | (2,859) | (3,502) |
Shares contingently issuable | 0 | 4 | 1 | 4 |
Weighted-average common shares outstanding, diluted | 40,832 | 47,766 | 42,532 | 50,089 |
Net earnings per common share, diluted | $ 0.90 | $ 0.58 | $ 2.00 | $ 1.58 |
Anti-dilutive options excluded from calculation of weighted-average common shares outstanding, diluted | 3,184 | 3,681 | 3,397 | 3,170 |
Domestic and Foreign Revenues (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2012
|
Sep. 30, 2011
|
Sep. 30, 2012
|
Sep. 30, 2011
|
|
Segment Reporting Information [Line Items] | ||||
Revenues | $ 523,822 | $ 528,391 | $ 1,582,645 | $ 1,640,622 |
UNITED STATES
|
||||
Segment Reporting Information [Line Items] | ||||
Revenues | 514,600 | 516,400 | 1,550,500 | 1,601,600 |
Foreign
|
||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 9,200 | $ 12,000 | $ 32,100 | $ 39,000 |
Revenues, Depreciation/Amortization and Segment Profit by Segment (Detail) (USD $)
|
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2012
|
Sep. 30, 2011
|
Sep. 30, 2012
|
Sep. 30, 2011
|
|
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | $ 523,822,000 | $ 528,391,000 | $ 1,582,645,000 | $ 1,640,622,000 |
Intersegment revenues | 29,300,000 | 27,900,000 | 84,400,000 | 78,500,000 |
Depreciation and amortization | 13,900,000 | 14,400,000 | 43,022,000 | 45,487,000 |
Segment profit (loss) | 58,900,000 | 49,000,000 | 167,400,000 | 169,000,000 |
Shared Mail
|
||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 331,400,000 | 330,500,000 | 1,008,200,000 | 990,300,000 |
Intersegment revenues | 4,300,000 | 4,400,000 | 12,700,000 | 13,000,000 |
Depreciation and amortization | 7,700,000 | 8,900,000 | 24,200,000 | 28,400,000 |
Segment profit (loss) | 52,300,000 | 46,200,000 | 147,000,000 | 136,000,000 |
Neighborhood Targeted
|
||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 75,800,000 | 76,900,000 | 225,500,000 | 255,800,000 |
Intersegment revenues | 15,700,000 | 13,800,000 | 42,300,000 | 36,000,000 |
Depreciation and amortization | 1,000,000 | 1,200,000 | 3,100,000 | 3,200,000 |
Segment profit (loss) | (1,100,000) | 400,000 | (5,100,000) | 3,100,000 |
Free Standing Inserts (FSI)
|
||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 72,200,000 | 73,500,000 | 219,000,000 | 251,900,000 |
Intersegment revenues | 9,300,000 | 9,600,000 | 29,400,000 | 29,200,000 |
Depreciation and amortization | 3,200,000 | 3,600,000 | 9,600,000 | 9,600,000 |
Segment profit (loss) | 7,600,000 | (800,000) | 20,300,000 | 14,900,000 |
International, Digital Media and Services
|
||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 44,400,000 | 47,500,000 | 129,900,000 | 142,600,000 |
Intersegment revenues | 0 | 100,000 | 0 | 300,000 |
Depreciation and amortization | 2,000,000 | 700,000 | 6,100,000 | 4,300,000 |
Segment profit (loss) | $ 100,000 | $ 3,200,000 | $ 5,200,000 | $ 15,000,000 |
Long-Term Debt (Detail) (USD $)
In Thousands, unless otherwise specified |
Sep. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Debt Instrument [Line Items] | ||
Total Debt | $ 591,311 | $ 602,560 |
Current portion, long-term debt | 18,750 | 15,000 |
Long-term debt | 572,561 | 587,560 |
Senior Secured Revolving Credit Facility
|
||
Debt Instrument [Line Items] | ||
Total Debt | 50,000 | 50,000 |
Senior Secured Term Loan A
|
||
Debt Instrument [Line Items] | ||
Total Debt | 281,250 | 292,500 |
Senior Secured Convertible Notes due 2033, net of discount
|
||
Debt Instrument [Line Items] | ||
Total Debt | 61 | 60 |
Senior Notes due 2021
|
||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.625% | 6.625% |
Total Debt | $ 260,000 | $ 260,000 |
REPURCHASES OF COMMON STOCK (Tables)
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2012
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REPURCHASES OF COMMON STOCK | The following table summarizes our repurchases of common stock during the indicated periods:
|
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 3 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2012
|
Dec. 31, 2011
|
Sep. 30, 2012
Currency, Mexican Pesos
|
Sep. 30, 2012
Currency, Polish Zloty
|
Sep. 30, 2012
Interest Rate Swap with Three Month LIBOR at 2.005% Plus Applicable Margin
|
Dec. 17, 2009
Interest Rate Swap with Three Month LIBOR at 2.005% Plus Applicable Margin
|
Sep. 30, 2012
Interest Rate Swap with Three Month LIBOR at 1.8695% Plus Applicable Margin
|
Jul. 06, 2011
Interest Rate Swap with Three Month LIBOR at 1.8695% Plus Applicable Margin
|
Sep. 30, 2012
Interest Rate Swap with Three Month LIBOR at 1.8695% Plus Applicable Margin
July 2011 Through September 2013
|
Sep. 30, 2012
Interest Rate Swap with Three Month LIBOR at 1.8695% Plus Applicable Margin
September 2013 Through September 2014
|
Sep. 30, 2012
Interest Rate Swap with Three Month LIBOR at 1.8695% Plus Applicable Margin
September 2014 Through June 2015
|
|
Derivative [Line Items] | |||||||||||
Notional amount of derivatives | $ 191.3 | $ 338.0 | $ 300.0 | $ 186.3 | |||||||
Fixed interest rate under swap agreement | 2.005% | 1.8695% | |||||||||
Effective Interest Rate of Variable Rate Debt | 4.255% | 3.6195% | |||||||||
Amortization of Notional Amount | 40.0 | 2.8 | 5.6 | 8.4 | |||||||
Minimum notional amount of interest rate swap at the date of expiration | 100.0 | ||||||||||
Purchase commitment to be settled with foreign currency, dollar value | 7.1 | 0.8 | |||||||||
Long-term Borrowing, Amount of Carrying Value Exceeding Fair Value | 2.9 | ||||||||||
Fair value of long term debt below carrying value | $ (25.0) |
Accrued Expenses (Detail) (USD $)
In Thousands, unless otherwise specified |
Sep. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Schedule of Accrued Liabilities [Line Items] | ||
Accrued interest | $ 3,027 | $ 7,205 |
Accrued compensation and benefits | 42,470 | 55,030 |
Other accrued expenses | 36,511 | 36,174 |
Accrued expenses | $ 82,008 | $ 98,409 |
SEGMENT REPORTING Reconciliation of Total Segment Profit to Earnings from Operations (Details) (USD $)
|
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2012
|
Sep. 30, 2011
|
Sep. 30, 2012
|
Sep. 30, 2011
|
|
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment profit (loss) | $ 58,900,000 | $ 49,000,000 | $ 167,400,000 | $ 169,000,000 |
Goodwill, Impairment Loss | 0 | 0 | 7,585,000 | 0 |
Restructuring Charges | 0 | 0 | 9,700,000 | 0 |
Earnings (loss) from operations | 58,935,000 | 48,987,000 | 150,100,000 | 169,032,000 |
Cost of Sales [Member]
|
||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Restructuring Charges | 5,300,000 | |||
Business Combination, Acquisition Related Costs | 700,000 | |||
Selling, General and Administrative Expenses [Member]
|
||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Restructuring Charges | $ 3,700,000 |
LONG-TERM DEBT
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9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2012
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LONG-TERM DEBT | LONG-TERM DEBT Long-term debt included on the condensed consolidated balance sheets consisted of:
Senior Secured Credit Facility General On June 27, 2011, we entered into a senior secured credit facility with JPMorgan Chase Bank, N.A., as administrative agent, and a syndicate of lenders jointly arranged by J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc. (the “Senior Secured Credit Facility”). The Senior Secured Credit Facility and related loan documents replaced and terminated our prior credit agreement, dated as of March 2, 2007, as amended (the “Prior Senior Secured Credit Facility”), by and among Valassis, Bear Stearns Corporate Lending Inc., as Administrative Agent, and a syndicate of lenders jointly arranged by Bear, Stearns & Co. Inc. and Banc of America Securities LLC. In connection with the termination of the Prior Senior Secured Credit Facility, all obligations and rights under the related guarantee, security and collateral agency agreement, dated as of March 2, 2007, as amended (the “Prior Security Agreement”), by Valassis and certain of its domestic subsidiaries signatory thereto, as grantors, in favor of Bear Stearns Corporate Lending Inc., in its capacity as collateral agent for the benefit of the Secured Parties (as defined in the Prior Security Agreement), were also simultaneously terminated. The Senior Secured Credit Facility consists of:
We used the initial borrowing under the Revolving Line of Credit, the proceeds from the Term Loan A and existing cash of $120.0 million to repay the $462.2 million outstanding under our Prior Senior Secured Credit Facility (reflecting all outstanding borrowings thereunder), to pay accrued interest with respect to such loans and to pay the fees and expenses related to the Senior Secured Credit Facility. We recognized a pre-tax loss on extinguishment of debt of $3.0 million during the nine months ended September 30, 2011, which represents the write-off of related capitalized debt issuance costs. In addition, as further discussed in Note 7, Derivative Financial Instruments and Fair Value Measurements, we recorded in interest expense a pre-tax loss of $2.6 million related to the discontinuation of hedge accounting on the related interest rate swap. We capitalized related debt issuance costs of approximately $6.2 million, which will be amortized over the term of the Senior Secured Credit Facility. All borrowings under our Senior Secured Credit Facility, including, without limitation, amounts drawn under the Revolving Line of Credit, are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties. As of September 30, 2012, we had approximately $41.6 million available under the Revolving Line of Credit portion of our Senior Secured Credit Facility (after giving effect to the reductions in availability pursuant to $8.4 million in standby letters of credit outstanding as of September 30, 2012). Interest and Fees Borrowings under our Senior Secured Credit Facility bear interest, at our option, at either the alternate base rate (defined as the higher of the prime rate announced by the Administrative Agent, the federal funds effective rate or one-month LIBOR, in each case, plus an applicable interest rate margin) (the “Base Rate”) or at the Eurodollar Rate (one-, two-, three- or six-month LIBOR, at our election, as defined in the credit agreement governing the Senior Secured Credit Facility), except for borrowings made in alternate currencies which may not accrue interest based upon the alternate base rate, in each case, plus an applicable interest rate margin. The applicable margins are currently 0.75% per annum for Base Rate loans and 1.75% per annum for Eurodollar Rate loans. The margins applicable to the borrowings under our Senior Secured Credit Facility may be adjusted based on our consolidated leverage ratio, with 1.00% being the maximum Base Rate margin and 2.00% being the maximum Eurodollar Rate. See Note 7, Derivative Financial Instruments and Fair Value Measurements, for discussion regarding our various interest rate swap agreements. Guarantees and Security Our Senior Secured Credit Facility is guaranteed by certain of our existing and future domestic restricted subsidiaries pursuant to a Guarantee and Collateral Agreement. In addition, our obligations under our Senior Secured Credit Facility and the guarantee obligations of the subsidiary guarantors are secured by first priority liens on substantially all of our and our subsidiary guarantors’ present and future assets and by a pledge of all of the equity interests in our domestic subsidiary guarantors and 65% of the capital stock of certain of our existing and future foreign subsidiaries. The Guarantee and Collateral Agreement also secures our Senior Secured Convertible Notes due 2033 on an equal and ratable basis with the indebtedness under our Senior Secured Credit Facility to the extent required by the indenture governing such notes. Prepayments The Senior Secured Credit Facility also contains a requirement that we make mandatory principal prepayments on the Term Loan A and Revolving Line of Credit in certain circumstances, including, without limitation, with 100% of the aggregate net cash proceeds from certain asset sales, casualty events or condemnation recoveries (in each case, to the extent not otherwise used for reinvestment in our business or related business and subject to certain other exceptions). The Senior Secured Credit Facility further provides that, subject to customary notice and minimum amount conditions, we may make voluntary prepayments without payment of premium or penalty. Covenants Subject to customary and otherwise agreed upon exceptions, our Senior Secured Credit Facility contains affirmative and negative covenants, including, but not limited to:
Our Senior Secured Credit Facility also requires us to comply with:
The following table shows the required and actual financial ratios under our Senior Secured Credit Facility as of September 30, 2012:
In addition, we are required to give notice to the administrative agent and the lenders under our Senior Secured Credit Facility of defaults under the facility documentation and other material events, make any new wholly-owned domestic subsidiary (other than an immaterial subsidiary) a subsidiary guarantor and pledge substantially all after-acquired property as collateral to secure our and our subsidiary guarantors’ obligations in respect of the facility. Events of Default Our Senior Secured Credit Facility contains customary events of default, including upon a change in control. If such an event of default occurs, the lenders under our Senior Secured Credit Facility would be entitled to take various actions, including in certain circumstances increasing the effective interest rate and accelerating the amounts due under our Senior Secured Credit Facility. 8 1/4% Senior Notes due 2015 On January 13, 2011, we commenced a cash tender offer and consent solicitation to purchase any and all of our outstanding 8 1/4% Senior Notes due 2015 (the “2015 Notes”) and to amend the indenture governing the 2015 Notes (the "2015 Indenture") to eliminate substantially all of the restrictive covenants and certain events of default. We used the net proceeds from the 2021 Notes (described below) to fund the purchase of the 2015 Notes, the related consent payments pursuant to the tender offer and consent solicitation, and the subsequent redemption of the 2015 Notes that were not tendered and remained outstanding after the expiration of the tender offer and consent solicitation. We recognized a pre-tax loss on extinguishment of debt of $13.3 million during the nine months ended September 30, 2011, which represents the difference between the aggregate purchase price and the aggregate principal amount of the 2015 Notes purchased and the write-off of related capitalized debt issuance costs. 6 5/8% Senior Notes due 2021 On January 28, 2011, we issued in a private placement $260.0 million aggregate principal amount of our 6 5/8% Senior Notes due 2021 (the “2021 Notes”). The net proceeds were used to fund the purchase of the outstanding 2015 Notes and the related consent payments in a concurrent tender offer and consent solicitation as described above and the redemption of the remaining outstanding 2015 Notes. We capitalized related debt issuance costs of approximately $5.1 million, which are being amortized over the term of the 2021 Notes. Interest on the 2021 Notes is payable every six months on February 1 and August 1. The 2021 Notes are fully and unconditionally guaranteed, jointly and severally, by substantially all of our existing and future domestic restricted subsidiaries on a senior unsecured basis. In July 2011, in accordance with the terms of the registration rights agreement between us and the initial purchasers of the 2021 Notes, we completed an exchange offer to exchange the original notes issued in the private placement for a like principal amount of exchange notes registered under the Securities Act of 1933, as amended. An aggregate principal amount of $260.0 million, or 100%, of the original notes were exchanged for exchange notes in the exchange offer. The exchange notes are substantially identical to the original notes, except that the exchange notes are not subject to certain transfer restrictions. The 2021 Notes were issued under an indenture with Wells Fargo Bank, National Association, as trustee (the “2021 Indenture”). Subject to a number of exceptions, the 2021 Indenture restricts our ability and the ability of our restricted subsidiaries (as defined in the 2021 Indenture) to incur or guarantee additional indebtedness, transfer or sell assets, make certain investments, pay dividends or make distributions or other restricted payments, create certain liens, merge or consolidate, repurchase stock, create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us and enter into transactions with affiliates. We may redeem all or a portion of the 2021 Notes at our option at any time prior to February 1, 2016, at a redemption price equal to 100% of the principal amount of 2021 Notes to be redeemed, plus a make-whole premium as described in the 2021 Indenture, plus accrued and unpaid interest to the redemption date, if any. At any time on or after February 1, 2016, we may redeem all or a portion of the 2021 Notes at our option at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on February 1 of the years set forth below:
In addition, we must pay accrued and unpaid interest to the redemption date, if any. On or prior to February 1, 2014, we may also redeem at our option up to 35% of the principal amount of the outstanding 2021 Notes with the proceeds of certain equity offerings at the redemption price specified in the 2021 Indenture, plus accrued and unpaid interest to the date of redemption, if any. Upon the occurrence of a change of control, as defined in the 2021 Indenture, we must make a written offer to purchase all of the 2021 Notes for cash at a purchase price equal to 101% of the principal amount of the 2021 Notes, plus accrued and unpaid interest to the date of repurchase, if any. Additional Provisions The indenture governing the Senior Secured Convertible Notes due 2033 contains a cross-default provision which becomes applicable if we default under any mortgage, indenture or instrument evidencing indebtedness for money borrowed by us and the default results in the acceleration of such indebtedness prior to its express maturity, and the principal amount of any such accelerated indebtedness aggregates in excess of $25.0 million. The 2021 Indenture contains a cross-default provision which becomes applicable if we (a) fail to pay the stated principal amount of any of our indebtedness at its final maturity date, or (b) default under any of our indebtedness and the default results in the acceleration of indebtedness, and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $50.0 million or more. Our credit agreement contains a cross-default provision which becomes applicable if we (a) fail to make any payment under any indebtedness for money borrowed by us (other than the obligations under such credit agreement) in an aggregate outstanding principal amount of at least $50.0 million or, (b) otherwise default under any such indebtedness, or trigger another event which causes such indebtedness to become due or to be repurchased, prepaid, defeased or redeemed or become subject to an offer to repurchase, prepay, defease or redeem such indebtedness prior to its stated maturity. Repurchases of Debt Subject to applicable limitations in our Senior Secured Credit Facility and indentures, we may from time to time repurchase our debt in the open market, through tender offers, through exchanges for debt or equity securities, in privately negotiated transactions or otherwise. Covenant Compliance As of September 30, 2012, we were in compliance with all of our indenture and Senior Secured Credit Facility covenants. |