VALASSIS COMMUNICATIONS INC

CIK:0000883293|SEC Filings

EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2013

Our restricted stock awards are deemed participating securities, which, under the applicable accounting standards, require the computation of earnings per share using the two-class method. The following table provides the calculations of earnings per common share, basic and earnings per common share, diluted included in the unaudited condensed consolidated statements of income:



		Three Months Ended						Nine Months Ended
		September 30,						September 30,
	(in thousands, except per share data and percentages)	2013			2012			2013			2012
	Numerator:
	Net earnings	$	27,713		$	36,740		$	76,168		$	84,868
	Less: Dividends declared — common shares and restricted shares (participating securities)	(11,912		)	—			(35,632		)	—
	Undistributed earnings	15,801			36,740			40,536			84,868
	Percentage allocated to common shares¹	98.3		%	100.0		%	98.3		%	100.0		%
	Undistributed earnings — common shares	15,532			36,740			39,847			84,868
	Add: Dividends declared — common shares	11,714			—			35,028			—
	Numerator for basic and diluted earnings per share	$	27,246		$	36,740		$	74,875		$	84,868

	Denominator:
	Denominator for basic earnings per common share — weighted-average common shares	37,460			39,047			37,818			40,777
	Incremental shares for stock awards²	1,224			1,785			1,329			1,755
	Denominator for diluted earnings per common share — adjusted weighted-average common shares and assumed conversion	38,684			40,832			39,147			42,532

	Net earnings per common share, basic	$	0.73		$	0.94		$	1.98		$	2.08
	Net earnings per common share, diluted	$	0.70		$	0.90		$	1.91		$	2.00

¹	Weighted-average common shares outstanding	37,460			39,047			37,818			40,777
	Weighted-average restricted shares outstanding (participating securities)	642			—			653			—
	Total	38,102			39,047			38,471			40,777
	Percentage allocated to common shares	98.3		%	100.0		%	98.3		%	100.0		%

²	Anti-dilutive shares excluded from calculation of weighted-average incremental shares for stock awards	2,560			3,184			2,611			3,397

Condensed Consolidating Statement of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Schedule of Condensed Consolidating Statement of Cash Flows [Line Items]
Net cash provided by (used in) operating activities	$ 105,821	$ 111,194
Cash flows from investing activities:
Additions to property, plant and equipment	(14,746)	(15,783)
Proceeds from sale of property, plant and equipment	5,288	256
Digital acquisitions, net of cash acquired	0	(18,344)
Proceeds from sale of available-for-sale securities		256
Net cash provided by (used in) investing activities	(9,458)	(33,871)
Cash flows from financing activities:
Cash provided by (used in) intercompany activity	0	0
Repayments of long-term debt	(51,161)	(11,250)
Dividends paid on common shares and restricted stock	(35,732)	0
Repurchases of common stock	(60,325)	(87,130)
Proceeds from Stock Options Exercised	31,205	8,956
Net cash provided (used in) by financing activities	(116,013)	(89,424)
Effect of exchange rate changes on cash and cash equivalents	(76)	474
Net increase (decrease) in cash and cash equivalents	(19,726)	(11,627)
Cash and cash equivalents at beginning of period	94,711	101,971
Cash and cash equivalents at end of period	74,985	90,344
Parent Company
Schedule of Condensed Consolidating Statement of Cash Flows [Line Items]
Net cash provided by (used in) operating activities	11,300	153,569
Cash flows from investing activities:
Additions to property, plant and equipment	(1,744)	(4,472)
Proceeds from sale of property, plant and equipment	79
Digital acquisitions, net of cash acquired		0
Proceeds from sale of available-for-sale securities		250
Net cash provided by (used in) investing activities	(1,665)	(4,222)
Cash flows from financing activities:
Cash provided by (used in) intercompany activity	84,567	(70,042)
Repayments of long-term debt	(51,161)	(11,250)
Dividends paid on common shares and restricted stock	35,732
Repurchases of common stock	(60,325)	(87,130)
Proceeds from Stock Options Exercised	31,205	8,956
Net cash provided (used in) by financing activities	(31,446)	(159,466)
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	(21,811)	(10,119)
Cash and cash equivalents at beginning of period	62,836	68,887
Cash and cash equivalents at end of period	41,025	58,768
Guarantor Subsidiaries
Schedule of Condensed Consolidating Statement of Cash Flows [Line Items]
Net cash provided by (used in) operating activities	95,666	(40,611)
Cash flows from investing activities:
Additions to property, plant and equipment	(12,715)	(11,100)
Proceeds from sale of property, plant and equipment	5,200
Digital acquisitions, net of cash acquired		18,344
Proceeds from sale of available-for-sale securities		0
Net cash provided by (used in) investing activities	(7,515)	(29,444)
Cash flows from financing activities:
Cash provided by (used in) intercompany activity	(84,567)	70,042
Repayments of long-term debt	0	0
Dividends paid on common shares and restricted stock	0
Repurchases of common stock	0	0
Proceeds from Stock Options Exercised	0	0
Net cash provided (used in) by financing activities	(84,567)	70,042
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	3,584	(13)
Cash and cash equivalents at beginning of period	10,745	7,543
Cash and cash equivalents at end of period	14,329	7,530
Non-Guarantor Subsidiaries
Schedule of Condensed Consolidating Statement of Cash Flows [Line Items]
Net cash provided by (used in) operating activities	(1,145)	(1,764)
Cash flows from investing activities:
Additions to property, plant and equipment	(287)	(211)
Proceeds from sale of property, plant and equipment	9
Digital acquisitions, net of cash acquired		0
Proceeds from sale of available-for-sale securities		6
Net cash provided by (used in) investing activities	(278)	(205)
Cash flows from financing activities:
Cash provided by (used in) intercompany activity	0	0
Repayments of long-term debt	0	0
Dividends paid on common shares and restricted stock	0
Repurchases of common stock	0	0
Proceeds from Stock Options Exercised	0	0
Net cash provided (used in) by financing activities	0	0
Effect of exchange rate changes on cash and cash equivalents	(76)	474
Net increase (decrease) in cash and cash equivalents	(1,499)	(1,495)
Cash and cash equivalents at beginning of period	21,130	25,541
Cash and cash equivalents at end of period	19,631	24,046
Consolidating Adjustments
Schedule of Condensed Consolidating Statement of Cash Flows [Line Items]
Net cash provided by (used in) operating activities	0	0
Cash flows from investing activities:
Additions to property, plant and equipment	0	0
Proceeds from sale of property, plant and equipment	0
Digital acquisitions, net of cash acquired		0
Proceeds from sale of available-for-sale securities		0
Net cash provided by (used in) investing activities	0	0
Cash flows from financing activities:
Cash provided by (used in) intercompany activity	0	0
Repayments of long-term debt	0	0
Dividends paid on common shares and restricted stock	0
Repurchases of common stock	0	0
Proceeds from Stock Options Exercised	0	0
Net cash provided (used in) by financing activities	0	0
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	$ 0	$ 0

Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 74,985	$ 94,711
Accounts receivable, net (Note 1)	408,322	426,899
Inventories (Note 1)	36,705	43,253
Prepaid expenses and other	49,006	36,589
Total current assets	569,018	601,452
Property, plant and equipment, net (Note 1)	109,826	125,832
Goodwill (Note 2)	632,438	632,438
Other intangible assets, net (Note 2)	203,984	215,171
Other assets	13,436	14,142
Total assets	1,528,702	1,589,035
Current liabilities:
Current portion long-term debt (Note 3)	33,750	22,500
Accounts payable	264,144	281,320
Progress billings	38,084	39,595
Accrued expenses (Note 4)	96,342	107,467
Total current liabilities	432,320	450,882
Long-term debt (Note 3)	502,650	565,061
Deferred income taxes	57,968	57,258
Other non-current liabilities	38,002	42,271
Total liabilities	1,030,940	1,115,472
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, 2013 and December 31, 2012)	0	0
Common stock ($0.01 par value; 100,000,000 shares authorized; 65,394,999 shares issued at September 30, 2013 and December 31, 2012; 38,430,931 and 38,766,530 shares outstanding at September 30, 2013 and December 31, 2012, respectively)	654	654
Additional paid-in capital	84,866	102,373
Retained earnings	1,169,075	1,128,540
Accumulated other comprehensive income	3,796	3,574
Treasury stock, at cost (26,964,068 and 26,628,469 shares at September 30, 2013 and December 31, 2012, respectively)	(760,629)	(761,578)
Total stockholders' equity	497,762	473,563
Total liabilities and stockholders' equity	$ 1,528,702	$ 1,589,035