UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 10-Q
___________________________
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
--- Exchange Act of 1934
For the Quarterly Period Ended March 31, 2001
Transition Report pursuant to Section 13 or 15(d) of the Securities
--- Exchange Act of 1934
Commission File Number: 1-10991
VALASSIS COMMUNICATIONS, INC.
(Exact Name of Registrant
as Specified in its Charter)
Delaware 38-2760940
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
19975 Victor Parkway
Livonia, Michigan 48152
(address of principal executive offices)
Registrant's Telephone Number: (734) 591-3000
_______________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and, (2) has been subject to such filing
requirements for the past 90 days:
Yes X No
___ ___
As of May 8, 2001, there were 53,381,337 shares of the Registrant's Common Stock
outstanding.
1
Part I - Financial Information
------------------------------
Item 1. Financial Statements
VALASSIS COMMUNICATIONS, INC.
Condensed Consolidated Balance Sheets
(dollars in thousands)
March 31, December 31,
Assets 2001 2000
------ ------------- --------------
(unaudited)
Current assets:
Cash and cash equivalents $ 9,496 $ 11,140
Accounts receivable (less allowance for doubtful
accounts of $1,686 at March 31, 2001 and $1,322 at
December 31, 2000) 114,940 114,554
Inventories:
Raw materials 12,750 10,542
Work in progress 15,892 17,338
Prepaid expenses and other 6,017 10,729
Deferred income taxes 3,356 3,356
-------------- -------------
Total current assets 162,451 167,659
-------------- -------------
Property, plant and equipment, at cost:
Land and buildings 21,686 21,648
Machinery and equipment 123,361 123,043
Office furniture and equipment 33,024 31,638
Automobiles 1,098 1,117
Leasehold improvements 1,892 1,857
-------------- -------------
181,061 179,303
Less accumulated depreciation and amortization (121,595) (119,265)
-------------- -------------
Net property, plant and equipment 59,466 60,038
-------------- -------------
Intangible assets:
Goodwill 107,756 107,756
Other intangibles 85,137 85,137
-------------- -------------
192,893 192,893
Less accumulated amortization (120,885) (120,030)
------------- -------------
Net intangible assets 72,008 72,863
------------- -------------
Equity investments and advances to investees 23,923 18,136
Deferred income taxes 3,938 3,938
Other assets 3,817 3,083
------------- -------------
Total assets $ 325,603 $ 325,717
============= =============
2
VALASSIS COMMUNICATIONS, INC.
Condensed Consolidated Balance Sheets, Continued
(dollars in thousands, except per share data)
March 31, December 31,
Liabilities and Stockholders' Deficit 2001 2000
------------------------------------- ----------- ------------
(unaudited)
Current liabilities:
Accounts payable $ 71,687 $ 85,671
Accrued interest 2,457 3,919
Accrued expenses 22,436 31,412
Progress billings 52,445 49,029
Income taxes payable 18,011 1,019
----------- ------------
Total current liabilities 167,036 171,050
----------- ------------
Long-term debt 304,199 325,490
Other non-current liabilities 480 1,681
Commitments and contingencies
Stockholders' deficit:
Preferred stock of $.01 par value. Authorized 25,000,000
shares; no shares issued or outstanding at March 31, 2001 and
December 31, 2000
Common stock of $.01 par value. Authorized 100,000,000 630 629
shares; issued 62,981,528 at March 31, 2001 and 62,932,556
at December 31, 2000; outstanding 53,405,102 at
March 31, 2001 and 53,562,676 at December 31, 2000
Additional paid-in capital 88,720 87,015
Deferred compensation (1,983) (1,983)
Retained earnings 106,421 73,963
Foreign currency translations (595) (460)
Treasury stock, at cost (9,576,426 shares at March 31, 2001 and
9,369,880 shares at December 31, 2000) (339,305) (331,668)
----------- ------------
Total stockholders' deficit (146,112) (172,504)
----------- ------------
Total liabilities and stockholders' deficit $ 325,603 $ 325,717
=========== ============
NOTE: The balance sheet at December 31, 2000 has been derived from the audited
consolidated financial statements at that date but does not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
See accompanying notes to condensed consolidated financial statements.
3
VALASSIS COMMUNICATIONS, INC.
Condensed Consolidated Statements of Income
(dollars in thousands, except share data)
(unaudited)
Quarter Ended
---------------------------
March 31, March 31,
2001 2000
----------- -----------
Revenues:
Net sales $ 227,729 $ 212,271
Other (primarily legal settlement in 2000) 81 26,766
----------- -----------
Total revenues 227,810 239,037
----------- -----------
Costs and expenses:
Cost of products sold 145,060 128,838
Selling, general and administrative 23,598 18,274
Loss on investments 625 664
Amortization of intangible assets 856 865
Interest 5,713 5,285
----------- -----------
Total costs and expenses 175,852 153,926
----------- -----------
Earnings before income taxes 51,958 85,111
Income taxes 19,500 31,700
----------- -----------
Net earnings $ 32,458 $ 53,411
=========== ===========
Net earnings per common share, basic $ .61 $ .96
=========== ===========
Net earnings per common share, diluted $ .60 $ .94
=========== ===========
Shares used in computing net earnings per share, basic 53,525,738 55,663,375
=========== ===========
Shares used in computing net earnings per share, diluted 54,426,201 56,677,396
=========== ===========
See accompanying notes to condensed consolidated financial statements.
4
VALASSIS COMMUNICATIONS, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Quarter Ended
-----------------------
March 31, March 31,
2001 2000
--------- ---------
Cash flows from operating activities:
Net earnings $ 32,458 $ 53,411
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Depreciation and amortization 3,306 2,774
Provision for losses on accounts receivable 375 83
Gain on sale of property, plant and equipment (70) (42)
Stock-based compensation charge 1,560 2,520
Changes in assets and liabilities which increase (decrease) cash flow:
Accounts receivable (761) (11,989)
Inventories (762) 1,094
Prepaid expenses and other 4,712 550
Other liabilities (1,201) ---
Other assets (6,521) 636
Accounts payable (13,984) (11,040)
Accrued expenses and interest (10,437) (15,222)
Income taxes 16,992 29,895
Progress billings 3,416 (2,860)
--------- ---------
Total adjustments (3,375) (3,601)
--------- ---------
Net cash provided by operating activities 29,083 49,810
--------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment (1,955) (1,692)
Proceeds from sale of property, plant and equipment 155 64
Other (136) (9)
--------- ---------
Net cash used in investing activities (1,936) (1,637)
--------- ---------
Cash flows from financing activities:
Repayment of long-term debt --- (1,991)
Net payments under revolving line of credit (21,300) (21,200)
Repurchase of common stock (8,307) (29,098)
Proceeds from the issuance of common stock 816 711
--------- ---------
Net cash used in financing activities (28,791) (51,578)
--------- ---------
Net decrease in cash (1,644) (3,405)
Cash at beginning of period 11,140 11,089
--------- ---------
Cash at end of period $ 9,496 $ 7,684
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 7,175 $ 6,644
Cash paid during the period for income taxes $ 2,508 $ 2,253
Non-cash financing activities:
Stock issued under stock-based compensation plan $ 1,560 $ 2,811
See accompanying notes to condensed consolidated financial statements.
5
VALASSIS COMMUNICATIONS, INC.
Notes to Condensed Consolidated Financial Statements
1. Basis of Presentation
---------------------
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the information contained herein reflects all adjustments necessary
for a fair presentation of the information presented. All such adjustments are
of a normal recurring nature. The results of operations for the interim periods
are not necessarily indicative of results to be expected for the fiscal year.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2000. Certain amounts for 2000 have been reclassified to
conform to current period classifications.
2. Contingencies
-------------
The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's financial position, results of operations or liquidity.
6
3. Segment Reporting
-----------------
The Company's products are broken into three types, as follows:
1. Mass-Distributed Products - products which provide mass reach at low cost,
including:
- Free-standing inserts (FSI) - four color booklets containing promotions
from multiple advertisers distributed through Sunday newspapers.
- Run-of-press (ROP) - on-page newspaper promotions
2. Cluster-Targeted Products - products targeted around geographic and
demographic clusters, including:
- Targeted Print and Media Services (TPMS) - formerly Valassis Impact
Promotions and Targeted Marketing Services, which have recently been
combined into one segment.
3. One-to-One Products - products and services that pinpoint individuals to
build loyalty to a brand, including:
- Customer Relationship Marketing (which includes PreVision)
- Promotion Watch - security consulting
The Company has two reportable segments, cooperative free-standing inserts
(FSIs) and Targeted Print and Media Services (TPMS). These reportable segments
are strategic business units that offer different products and services. They
are managed separately because each business requires different marketing
strategies and caters to a different customer base. Assets are not allocated to
reportable segments and are not used to assess the performance of a segment.
(in millions) Three Months Ended March 31
-----------------------------------
FSI TPMS All Others* Total
------ ------ ----------- -------
2001
----
Revenues from external customers $159.0 $54.6 $14.1 $227.7
Intersegment revenues - - - -
Depreciation/amortization 2.6 0.5 0.2 $3.3
Segment profit 46.2 6.1 (0.4) $51.9
2000
----
Revenues from external customers $164.0 $42.4 $5.7 $212.3
Intersegment revenues - - - -
Depreciation/amortization 2.3 0.5 - 2.8
Segment profit 51.3 6.4 0.7 58.4
* Segments below the quantitative thresholds are primarily attributable to three
segments of the Company. Those include a customer relationship marketing
segment business, a run-of-press business, and a promotion security service.
None of these segments has met any of the quantitative thresholds for
determining reportable segments.
7
Reconciliations to consolidated financial statement totals are as follows:
Three Months Ended March 31,
------------------------------
2001 2000
-------- --------
Profit for reportable segments $52.3 $57.7
Profit for other segments (0.4) 0.7
Unallocated amounts:
Interest income 0.1 0.2
- 26.5
-------- --------
Earnings before taxes $52.0 $85.1
======== ========
Domestic and foreign revenues for each of the three-month periods ended March 31
were as follows:
2001 2000
------ ------
United States $226.6 $237.6
Canada 1.2 1.4
------ ------
Total $227.8 $239.0
====== ======
4. Earnings Per Share
------------------
Earnings per common share ("EPS") data were computed as follows:
Three Months
Ended March 31,
-----------------------------
2001 2000
------------- ------------
(in thousands except for
per share amounts)
Net Earnings $32,458 $53,411
------------- ------------
Basic EPS:
Weighted average common shares outstanding 53,526 55,663
------------- ------------
Earnings per common share - basic $ 0.61 $ 0.96
============= ============
Diluted EPS:
Weighted average common shares outstanding 53,526 55,663
Weighted average shares purchased on exercise of dilutive options 4,350 3,903
Shares purchased with proceeds of options (3,500) (2,908)
Shares contingently issuable 50 19
------------- ------------
Shares applicable to diluted earnings 54,426 56,677
============= ============
Earnings per common share - diluted $ 0.60 $ 0.94
============= ============
8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Certain statements under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations," constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks and
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such factors include, among others, the following: a new
competitor in the Company's core free-standing insert business and consequent
price war; new technology that would make free-standing inserts less attractive;
a shift in customer preference for different promotional materials, promotional
strategies or coupon delivery methods, including in-store advertising systems
and other forms of coupon delivery; an increase in the Company's paper costs; or
general business and economic conditions. The Company disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Results of Operations
Net sales increased 7.3% from $212.3 million for the first quarter of 2000 to
$227.7 million for the first quarter of 2001. Free-standing insert (FSI)
revenues were down from $164.2 million for the quarter ended March 31, 2000 to
$159.0 million for the same quarter of 2001. This decrease is primarily the
result of a reduction in direct response pages as part of a price improvement
strategy, as well as lower levels of e-commerce client participation. Revenues
for cluster-targeted products increased 29.4% to $54.6 million for the quarter,
driven primarily by strong demand in sampling/advertising polybag programs.
Other revenues decreased to $0.1 million for the first quarter of 2001 from
$26.8 million for the first quarter of 2000, as a result of the recording of the
settlement of a lawsuit in 2000.
Gross profit margin was 36.3% in the first quarter of 2001, down from 39.4% in
the first quarter of 2000, (excluding the impact of a lawsuit settlement in the
first quarter of 2000). The decline in average pages per book due to our
strategy to reduce direct response pages in an effort to improve pricing
resulted in increased media and print costs on a per-thousand-page basis. Also,
revenue increases in non-FSI products which command lower margins contributed to
the overall decrease.
Selling, general and administrative expenses increased 29.0% from $18.3 million
in the first quarter of 2000 to $23.6 million in the first quarter of 2001. This
increase is primarily the result of the significant SG&A expenses of PreVision,
which was acquired in August 2000, and initiatives observed during the later
part of 2000 to increase the sales force.
Net earnings were $32.5 million for the first quarter of 2001 versus $53.4
million for the same period last year. Excluding the impact of the settlement of
a lawsuit in the first quarter of 2000, net earnings would have decreased 11.5%.
9
Financial Condition, Liquidity and Sources of Capital
The Company's liquidity requirements arise mainly from its working capital
needs, primarily accounts receivable, inventory and debt service requirements.
The Company does not offer financing to its customers. FSI customers are billed
for 75% of each order eight weeks in advance of the publication date and are
billed for the balance immediately prior to the publication date. The Company
inventories its work in progress at cost while it accrues progress billings as a
current liability at full sales value. Although the Company receives
considerable payments from its customers prior to publication of promotions,
revenue is recognized only upon publication dates. Therefore, the progress
billings on the balance sheet include any profits in the related receivables and
accordingly, the Company can operate with low, or even negative, working
capital.
Cash and cash equivalents totaled $9.5 million at March 31, 2001 versus $11.1
million at December 31, 2000. This was the result of cash provided by operating
activities of $29.1 million, and cash used in investing activities and financing
activities of $1.9 million and $28.8 million, respectively, in the first quarter
of 2001.
Cash flow from operating activities decreased from $49.8 million at March 31,
2000 to $29.1 million at March 31, 2001, primarily as a result of receiving a
lawsuit settlement of approximately $27 million in the first quarter of last
year.
As of March 31, 2001, the Company's debt has been reduced to $304.2 million,
which consists of $188.7 million under its Revolving Credit Facility, $100
million of its 6-5/8% Senior Notes due 2009 and $15.5 million of its 9.55%
Senior Notes due 2003.
The Company intends to use cash generated by operations to meet interest and
principal repayment obligations, for general corporate purposes, to reduce its
indebtedness and from time to time to repurchase stock through the Company's
stock repurchase program.
As of March 31, 2001, the Company had authorization to repurchase an additional
2.0 million shares of its common stock under its existing share repurchase
program.
Management believes that the Company will generate sufficient funds from
operations and will have sufficient lines of credit available to meet currently
anticipated liquidity needs, including interest and required payments of
indebtedness.
Capital Expenditures - The Company operates three printing facilities. Capital
expenditures were $2.0 million for the three month period ended March 31, 2001.
Management expects future capital expenditure requirements of approximately $15
million over each of the next three to five years to meet increased capacity
needs and to replace or rebuild equipment as required. It is expected that
equipment will be purchased using funds provided by operations.
10
Part II - Other Information
----------------------------
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
b. Form 8-K
The Company did not file any current report on Form 8-K during the three
months ended March 31, 2001.
11
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 11, 2001
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.
12