Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 15, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'HARTE HANKS INC | ' |
Entity Central Index Key | '0000045919 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 62,548,450 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $76,761 | $49,384 |
Accounts receivable (less allowance for doubtful accounts of $1,803 at September 30, 2013 and $2,574 at December 31, 2012) | 113,963 | 127,752 |
Inventory | 1,245 | 779 |
Prepaid expenses | 9,288 | 8,438 |
Current deferred income tax asset | 8,083 | 8,181 |
Prepaid income tax | 5,573 | 4,491 |
Other current assets | 8,192 | 5,989 |
Total current assets | 223,105 | 205,014 |
Total assets of discontinued operations | 0 | 49,001 |
Property, plant and equipment (less accumulated depreciation of $169,346 at September 30, 2013 and $166,961 at December 31, 2012) | 41,392 | 44,091 |
Goodwill | 398,164 | 398,164 |
Other intangible assets (less accumulated amortization of $9,707 at September 30, 2013 and $9,541 at December 31, 2012) | 2,344 | 5,259 |
Other assets | 5,004 | 4,683 |
Total assets | 670,009 | 706,212 |
Current liabilities | ' | ' |
Current maturities of long-term debt | 13,781 | 12,250 |
Accounts payable | 35,787 | 38,092 |
Accrued payroll and related expenses | 15,167 | 13,423 |
Deferred revenue and customer advances | 32,559 | 36,318 |
Income taxes payable | 54 | 1,518 |
Customer postage and program deposits | 18,186 | 19,892 |
Other current liabilities | 7,922 | 8,412 |
Total current liabilities | 123,456 | 129,905 |
Total liabilities of discontinued operations | 0 | 10,564 |
Long-term debt | 87,281 | 98,000 |
Other long-term liabilities (including deferred income taxes of $52,697 at September 30, 2013 and $53,935 at December 31, 2012) | 131,462 | 139,579 |
Total liabilities | 342,199 | 378,048 |
Stockholders' equity | ' | ' |
Common stock, $1 par value per share, 250,000,000 shares authorized. 119,068,724 shares issued at September 30, 2013 and 118,737,456 shares issued at December 31, 2012 | 119,069 | 118,737 |
Additional paid-in capital | 343,820 | 341,586 |
Retained earnings | 1,162,007 | 1,165,952 |
Less treasury stock: 56,527,256 shares at cost at September 30, 2013 and 56,348,026 shares at cost at December 31, 2012 | -1,249,698 | -1,248,377 |
Accumulated other comprehensive loss | -47,388 | -49,734 |
Total stockholders' equity | 327,810 | 328,164 |
Total liabilities and stockholders' equity | $670,009 | $706,212 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Condensed Consolidated Balance Sheets | ' | ' |
Allowance for doubtful accounts receivable | $1,803 | $2,574 |
Accumulated depreciation on property, plant and equipment | 169,346 | 166,961 |
Accumulated amortization on other intangible assets | 9,707 | 9,541 |
Deferred income taxes included in other long-term liabilities | $52,697 | $53,935 |
Common stock, par value (in dollars per share) | $1 | $1 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 119,068,724 | 118,737,456 |
Treasury stock, shares (in shares) | 56,527,256 | 56,348,026 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Consolidated Statements of Comprehensive Income (Loss) | ' | ' | ' | ' |
Operating revenues | $134,973 | $140,993 | $407,430 | $423,243 |
Operating expenses | ' | ' | ' | ' |
Labor | 68,341 | 66,879 | 205,601 | 207,998 |
Production and distribution | 39,315 | 42,500 | 118,871 | 124,276 |
Advertising, selling, general and administrative | 12,258 | 12,223 | 38,243 | 37,441 |
Impairment of other intangible assets | 2,750 | 0 | 2,750 | 0 |
Depreciation and software amortization | 3,894 | 3,731 | 11,623 | 11,732 |
Intangible asset amortization | 55 | 62 | 165 | 185 |
Total operating expenses | 126,613 | 125,395 | 377,253 | 381,632 |
Operating income | 8,360 | 15,598 | 30,177 | 41,611 |
Other expenses (income) | ' | ' | ' | ' |
Interest expense | 754 | 850 | 2,336 | 2,749 |
Interest income | -25 | -17 | -76 | -76 |
Other, net | 536 | 747 | -600 | 1,775 |
Total other expenses | 1,265 | 1,580 | 1,660 | 4,448 |
Income from continuing operations before income taxes | 7,095 | 14,018 | 28,517 | 37,163 |
Income tax expense | 2,644 | 5,149 | 10,810 | 13,864 |
Income from continuing operations | 4,451 | 8,869 | 17,707 | 23,299 |
Loss from discontinued operations, net of income taxes | -12,624 | -6 | -10,903 | -117,348 |
Net income (loss) | -8,173 | 8,863 | 6,804 | -94,049 |
Basic earnings (loss) per common share | ' | ' | ' | ' |
Continuing operations (in dollars per share) | $0.07 | $0.14 | $0.28 | $0.37 |
Discontinued operations (in dollars per share) | ($0.20) | $0 | ($0.17) | ($1.86) |
Basic earnings (loss) per common share (in dollars per share) | ($0.13) | $0.14 | $0.11 | ($1.49) |
Weighted-average common shares outstanding (in shares) | 62,538 | 62,963 | 62,485 | 62,960 |
Diluted earnings (loss) per common share | ' | ' | ' | ' |
Continuing operations (in dollars per share) | $0.07 | $0.14 | $0.28 | $0.37 |
Discontinued operations (in dollars per share) | ($0.20) | $0 | ($0.17) | ($1.86) |
Diluted earnings (loss) per common share (in dollars per share) | ($0.13) | $0.14 | $0.11 | ($1.49) |
Weighted-average common and common equivalent shares outstanding (in shares) | 62,994 | 63,205 | 62,808 | 63,162 |
Other comprehensive income (loss), net of tax | ' | ' | ' | ' |
Adjustment to pension liability | 1,003 | 900 | 3,009 | 2,702 |
Foreign currency translation adjustments | 1,056 | 871 | -663 | 842 |
Total other comprehensive income, net of tax | 2,059 | 1,771 | 2,346 | 3,544 |
Comprehensive income (loss) | ($6,114) | $10,634 | $9,150 | ($90,505) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash Flows from Operating Activities | ' | ' |
Net income (loss) | $6,804 | ($94,049) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' |
Impairment of other intangible assets | 2,750 | 0 |
(Gain) Loss from discontinued operations | -1,452 | 117,348 |
Loss on the sale of discontinued operations | 12,355 | 0 |
Depreciation and software amortization | 11,623 | 11,732 |
Intangible asset amortization | 165 | 185 |
Stock-based compensation | 4,409 | 2,767 |
Excess tax benefit from stock-based compensation | -32 | -57 |
Net pension cost | -564 | -370 |
Deferred income taxes | 1,355 | 1,669 |
Other, net | -851 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Decrease in accounts receivable, net | 13,789 | 16,745 |
Decrease in inventory | -466 | -54 |
Decrease in prepaid expenses and other current assets | 732 | 3,655 |
Decrease in accounts payable | -6,090 | -12,048 |
Decrease in other accrued expenses and other current liabilities | -7,132 | -13,166 |
Other, net | -2,588 | -700 |
Net cash provided by (used in) continuing operations | 34,807 | 33,657 |
Net cash provided by (used in) discontinued operations | -60 | 6,240 |
Net cash provided by operating activities | 34,747 | 39,897 |
Cash Flows from Investing Activities | ' | ' |
Purchases of property, plant and equipment | -12,760 | -8,514 |
Proceeds from sale of property, plant and equipment | 4,686 | 1,109 |
Net cash flows from investing activities within discontinued operations | 22,500 | -345 |
Net cash provided by (used in) investing activities | 14,426 | -7,750 |
Cash Flows from Financing Activities | ' | ' |
Repayment of borrowings | -9,188 | -66,126 |
Debt refinancing costs | -581 | 0 |
Issuance of common stock | 264 | 637 |
Excess tax benefits from stock-based compensation | 32 | 57 |
Purchase of treasury stock | -1,049 | -2,037 |
Dividends paid | -10,749 | -16,218 |
Net cash used in financing activities | -21,271 | -83,687 |
Effect of exchange rate changes on cash and cash equivalents | -525 | 237 |
Net increase (decrease) in cash and cash equivalents | 27,377 | -51,303 |
Cash and cash equivalents at beginning of year | 49,384 | 85,932 |
Cash and cash equivalents at end of period | $76,761 | $34,629 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Equity (USD $) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss) |
In Thousands, unless otherwise specified | ||||||
Balance at Dec. 31, 2011 | $446,355 | $118,487 | $341,149 | $1,276,266 | ($1,244,224) | ($45,323) |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Exercise of stock options and release of unvested shares | 455 | 250 | 410 | 0 | -205 | 0 |
Net tax effect of options exercised and release of unvested shares | -3,082 | 0 | -3,082 | 0 | 0 | 0 |
Stock-based compensation | 3,412 | 0 | 3,412 | 0 | 0 | 0 |
Dividends paid ($0.17 per share and $0.43 per share for nine months ended September 30, 2013 and twelve months ended December 31, 2012, respectively) | -26,961 | 0 | 0 | -26,961 | 0 | 0 |
Treasury stock issued | 151 | 0 | -303 | 0 | 454 | 0 |
Purchase of treasury stock | -4,402 | 0 | 0 | 0 | -4,402 | 0 |
Net income (loss) | -83,353 | 0 | 0 | -83,353 | 0 | 0 |
Other comprehensive income | -4,411 | 0 | 0 | 0 | 0 | -4,411 |
Balance at Dec. 31, 2012 | 328,164 | 118,737 | 341,586 | 1,165,952 | -1,248,377 | -49,734 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Exercise of stock options and release of unvested shares | -201 | 332 | -126 | 0 | -407 | 0 |
Net tax effect of options exercised and release of unvested shares | -1,951 | 0 | -1,951 | 0 | 0 | 0 |
Stock-based compensation | 4,409 | 0 | 4,409 | 0 | 0 | 0 |
Dividends paid ($0.17 per share and $0.43 per share for nine months ended September 30, 2013 and twelve months ended December 31, 2012, respectively) | -10,749 | 0 | 0 | -10,749 | 0 | 0 |
Treasury stock issued | 37 | 0 | -98 | 0 | 135 | 0 |
Purchase of treasury stock | -1,049 | 0 | 0 | 0 | -1,049 | 0 |
Net income (loss) | 6,804 | 0 | 0 | 6,804 | 0 | 0 |
Other comprehensive income | 2,346 | 0 | 0 | 0 | 0 | 2,346 |
Balance at Sep. 30, 2013 | $327,810 | $119,069 | $343,820 | $1,162,007 | ($1,249,698) | ($47,388) |
Consolidated_Statements_of_Cha1
Consolidated Statements of Changes in Equity (Parenthetical) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Consolidated Statements of Changes in Equity | ' | ' |
Dividends paid (in dollars per share) | $0.17 | $0.43 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Basis of Presentation | ' |
Basis of Presentation | ' |
Note A - Basis of Presentation | |
Consolidation | |
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Harte-Hanks, Inc. and its subsidiaries (the “Company”). All intercompany accounts and transactions have been eliminated in consolidation. | |
As used in this report, the terms “Harte-Hanks,” “we,” “us” or “our” may refer to Harte-Hanks, one or more of its consolidated subsidiaries, or all of them taken as a whole. | |
Interim Financial Information | |
The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the condensed consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2012. | |
Discontinued Operations | |
As discussed in Note L, Discontinued Operations, we sold the assets of our Florida Shoppers operations on December 31, 2012 and sold the assets of our California Shoppers operations on September 27, 2013. The operating results of our Florida and California Shoppers (Shoppers) are being reported as discontinued operations in the Condensed Consolidated Financial Statements. Unless otherwise stated, amounts related to the Florida and California Shoppers operations are excluded from the Notes to Condensed Consolidated Financial Statements for all periods presented. | |
Results of the remaining Harte-Hanks, Inc. marketing services business are reported as continuing operations. | |
Sale of Belgium Facility | |
In the first quarter of 2013, we sold the facility where our Hasselt, Belgium marketing services business is located for net proceeds of $4.6 million. At the time of the sale, the book value of this facility was $3.7 million, and the transaction resulted in a $0.9 million gain. This gain is included in “Other, net” in the Consolidated Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2013. This marketing services business now leases space in the facility for its operations. | |
Use of Estimates | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions. | |
Operating Expense Presentation in Consolidated Statements of Comprehensive Income | |
“Labor” in the Consolidated Statements of Comprehensive Income (Loss) includes all employee payroll and benefits, including stock-based compensation, along with temporary labor costs. “Production and distribution” and “Advertising, selling, general and administrative” do not include labor, depreciation or amortization. | |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2013 | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | ' |
Note B - Recent Accounting Pronouncements | |
In the first quarter of 2013, we adopted Accounting Standards Update (ASU) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU 2013-02 addresses the presentation of reclassification adjustments, which was deferred in the initial issuance of ASU 2011-05, Presentation of Comprehensive Income. ASU 2013-02 requires entities to disclose: | |
· For items reclassified out of accumulated other comprehensive income and into net income in their entirety, the effect of the reclassification on each affected net income line item, and | |
· For accumulated other comprehensive income reclassification items that are not reclassified in their entirety into net income, a cross reference to other required U.S. GAAP disclosures. | |
In connection with this adoption we have added the required disclosures in Note J, Comprehensive Income (Loss). The adoption of ASU 2013-02 did not affect our operating results, cash flows or financial position. | |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | ' |
Note C - Fair Value of Financial Instruments | |
FASB ASC 820, Fair Value Measurements and Disclosures (ASC 820) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into three levels: | |
Level 1 Quoted prices in active markets for identical assets or liabilities. | |
Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |
Because of their maturities and/or variable interest rates, certain financial instruments have fair values approximating their carrying values. These instruments include cash and cash equivalents, accounts receivable and trade payables. The fair value of our outstanding debt is disclosed in Note E, Long-Term Debt. A nonrecurring fair value measurement related to our other intangible assets is disclosed in Note D, Goodwill and Other Intangible Assets. | |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2013 | |
Goodwill and Other Intangible Assets | ' |
Goodwill and Other Intangible Assets | ' |
Note D — Goodwill and Other Intangible Assets | |
As of September 30, 2013 and December 31, 2012, we had goodwill of $398.2 million. We had other intangible assets of $2.3 million as of September 30, 2013 and $5.3 million as of December 31, 2012. Under the provisions of FASB ASC 350, Intangibles-Goodwill and Other, goodwill and other intangible assets are tested for impairment at least annually, or more frequently if events or circumstances indicate that it is “more likely than not” that goodwill or other intangible assets might be impaired. Such events could include a significant change in business conditions, a significant negative regulatory outcome or other events that could negatively affect our business and financial performance. We perform our annual impairment assessment as of November 30th of each year. | |
As a result of a significant decrease in forecasted revenues and an overall strategic assessment of the related operations, management completed an evaluation of the Aberdeen trade name as of September 30, 2013. A discounted cash flow model was used to calculate the fair value of the Aberdeen trade name. The significant assumptions used in this method included the (i) revenue growth rates for the Aberdeen Group, (ii) discount rate, (iii) tax rate and (iv) royalty rate. These assumptions are considered Level 3 inputs under the fair value hierarchy established by ASC 820. Harte-Hanks recorded a non-cash trade name intangible asset impairment charge of $2.8 million. The impairment charge is included in Impairment of other intangible assets in the Consolidated Statements of Comprehensive Income (Loss) in the third quarter of 2013. | |
LongTerm_Debt
Long-Term Debt | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Long-Term Debt | ' | |||||||||||||
Long-Term Debt | ' | |||||||||||||
Note E — Long-Term Debt | ||||||||||||||
On August 8, 2013, we entered into a three-year $80 million revolving credit facility, which includes a $25 million letter of credit sub-facility and a $5 million swing line loan sub-facility (the “2013 Revolving Credit Facility”) with Bank of America, N.A. (as Administrative Agent, Swing Line Lender and L/C Issuer) and the other lenders party thereto. The 2013 Revolving Credit Facility permits us to request up to a $15 million increase in the total amount of the facility. The 2013 Revolving Credit Facility matures on August 16, 2016. We may elect to prepay the 2013 Revolving Credit Facility at any time without incurring any prepayment penalties. | ||||||||||||||
The 2013 Revolving Credit Facility amends and restates our August 12, 2010 credit facility (the “2010 Revolving Credit Facility”), with the lenders party thereto and the Agent, and replaces its three-year $70 million revolving credit facility, under which Harte-Hanks had no borrowings as of August 8, 2013 (except for letters of credit totaling approximately $9.5 million). The 2013 Revolving Loan Facility will not replace, and is in addition to, the $122.5 million term loan facility, which Harte-Hanks entered into on August 16, 2011 (under which approximately $101.1 million remains outstanding). | ||||||||||||||
For each borrowing under the 2013 Revolving Credit Facility, we can generally choose to have the interest rate for that borrowing calculated on either (i) the Eurodollar rate for the applicable interest period plus a spread which is determined based on our total net debt-to-EBITDA ratio then in effect, which ranges from 2.25% to 3.00% per annum; or (ii) the highest of (a) the Agent’s prime rate, (b) the Federal Funds Rate plus 0.50% per annum or (c) Eurodollar rate plus 1.00% per annum, plus a spread which is determined based on our total debt-to-EBITDA ratio then in effect, which spread ranges from 1.25% to 2% per annum. | ||||||||||||||
We also pay a quarterly commitment fee under the 2013 Revolving Credit Facility, which is based on a rate applied to the difference between total commitment amount under the 2013 Revolving Credit Facility and the aggregate amount of outstanding obligations under such facility. The commitment fee rate ranges from 0.50% to 0.55% per annum, depending on our total net debt-to-EBITDA ratio then in effect. | ||||||||||||||
In addition, we pay a letter of credit fee with respect to outstanding letters of credit. That fee is calculated by applying a rate equal to the spread applicable to Eurodollar based loans plus a fronting fee of 0.125% per annum to the average daily undrawn amount of the outstanding letters of credit. | ||||||||||||||
At September 30, 2013 we had letters of credit totaling $9.5 million issued under the 2013 Revolving Credit Facility, decreasing the amount available for borrowing to $70.5 million. At December 31, 2012 we had letters of credit totaling $9.5 million issued under the 2010 Revolving Credit Facility, decreasing the amount available for borrowing to $60.5 million. | ||||||||||||||
Our long-term debt obligations were as follows: | ||||||||||||||
September 30, | December 31, | |||||||||||||
In thousands | 2013 | 2012 | ||||||||||||
2010 Revolving Credit Facility, various interest rates based on LIBOR, due August 12, 2013 ($60.5 million capacity at June 30, 2013) | $ | 0 | $ | 0 | ||||||||||
2013 Revolving Credit Facility, various interest rates based on Eurodollar rate, due August 16, 2016 ($70.5 million capacity at September 30, 2013) | 0 | 0 | ||||||||||||
2011 Term Loan Facility, various interest rates based on LIBOR (effective rate of 2.18% at September 30, 2013), due August 16, 2016 | 101,062 | 110,250 | ||||||||||||
Total debt | $ | 101,062 | $ | 110,250 | ||||||||||
Less current maturities | 13,781 | 12,250 | ||||||||||||
Total long-term debt | $ | 87,281 | $ | 98,000 | ||||||||||
The carrying values and estimated fair values of our outstanding debt were as follows: | ||||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
In thousands | Value | Value | Value | Value | ||||||||||
Total debt | $ | 101,062 | $ | 101,062 | $ | 110,250 | $ | 110,250 | ||||||
The estimated fair values were calculated using current rates provided to us by our lenders for debt of the same remaining maturity and characteristics. These current rates are considered Level 2 inputs under the fair value hierarchy established by ASC 820. | ||||||||||||||
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Stock-Based Compensation | ' | ||||||
Stock-Based Compensation | ' | ||||||
Note F — Stock-Based Compensation | |||||||
We recognized $0.9 million and $0.6 million of stock-based compensation during the three months ended September 30, 2013 and 2012, respectively. We recognized $4.4 million and $2.8 million of stock-based compensation during the nine months ended September 30, 2013 and 2012, respectively. | |||||||
In May 2013 our stockholders approved the 2013 Omnibus Incentive Plan, pursuant to which we may issue up to 5.0 million shares of stock-based awards to directors, employees and consultants. No additional stock-based awards will be granted under the 2005 Omnibus Incentive Plan, but awards previously granted thereunder will remain outstanding in accordance with their respective terms. | |||||||
As reported for the second quarter of 2013, in connection with the hiring of Robert Philpott (our President and CEO) in July of 2013, we granted him stock-based inducement awards outside of the 2013 Omnibus Incentive Plan, and without stockholder approval. These grants consisted of: | |||||||
Weighted- | |||||||
Average | |||||||
Number | Grant-Date | ||||||
of Shares | Fair Value | ||||||
Stock options | 400,000 | $ | 2.77 | ||||
Unvested stock | 100,000 | $ | 9.29 | ||||
Performance stock units | 150,000 | $ | 8.57 | ||||
In estimating the fair value of these awards, we made reference to the fair market value of the common stock on the date of grant, which was defined as the closing price of the common stock on the previous trading day ($9.29). | |||||||
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. These options vest and become exercisable in 25% increments on the first four anniversaries of their date of grant, and expire on the tenth anniversary of their date of grant, and have an exercise price equal to the fair market value of the common stock on the date of grant ($9.29). | |||||||
The fair value of each unvested share granted was estimated as the fair market value of the common stock on the date of grant. These unvested shares vest in three equal increments on the first three anniversaries of their date of grant. | |||||||
The fair value of each performance stock unit is estimated using the date of grant fair market value of the common stock, minus the present value of anticipated dividend payments. Performance stock units are a form of share-based award similar to unvested shares, except that the awards may be settled in cash or shares (at the discretion of the Compensation Committee of the Board), and the number of shares ultimately issuable is based on our performance against specific performance goals measured at the end of 2015. At the end of the performance period, the number of shares of stock issuable will be determined in a range between 0% and 100%. | |||||||
On September 27, 2013, in connection with the closing of the sale of the California Shoppers operations and the termination of all California Shoppers employees from the Company and its affiliates, all vested and unvested stock options and all restricted stock awards held by California Shoppers employees were cancelled. In exchange, the value of all “in-the-money” vested and unvested stock options and restricted stock awards was paid in cash. In accordance with ASC 718, Compensation — Stock Compensation, all vested outstanding options were treated as a modification of award and the new fair value calculated at the date of modification. For unvested outstanding options and awards, the remaining unrecognized compensation expense using the original calculated fair value was recognized immediately. As a result, $1.1 million was recorded and classified as a transaction cost related to the sale of California Shoppers in discontinued operations. | |||||||
We did not have any other significant stock-based compensation activity in the third quarter of 2013. Our annual grant of stock-based awards occurred in the first quarter of 2013, which is consistent with the timing of previous annual grants. | |||||||
Components_of_Net_Periodic_Pen
Components of Net Periodic Pension Benefit Cost | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Components of Net Periodic Pension Benefit Cost | ' | |||||||
Components of Net Periodic Pension Benefit Cost | ' | |||||||
Note G — Components of Net Periodic Pension Benefit Cost | ||||||||
Prior to January 1, 1999, we maintained a defined benefit pension plan for which most of our employees were eligible. We elected to freeze benefits under this defined benefit pension plan as of December 31, 1998. | ||||||||
In 1994, we adopted a non-qualified, unfunded, supplemental pension plan covering certain employees, which provides for incremental pension payments so that total pension payments equal those amounts that would have been payable from our principal pension plan if it were not for limitations imposed by income tax regulations. The benefits under this supplemental pension plan continue to accrue as if the principal pension plan had not been frozen. | ||||||||
Net pension cost for both plans included the following components: | ||||||||
Three Months Ended September 30, | ||||||||
In thousands | 2013 | 2012 | ||||||
Service cost | $ | 86 | $ | 117 | ||||
Interest cost | 1,809 | 1,960 | ||||||
Expected return on plan assets | (1,846 | ) | (1,683 | ) | ||||
Amortization of prior service cost | 0 | 1 | ||||||
Recognized actuarial loss | 1,672 | 1,500 | ||||||
Net periodic benefit cost | $ | 1,721 | $ | 1,895 | ||||
Nine Months Ended September 30, | ||||||||
In thousands | 2013 | 2012 | ||||||
Service cost | $ | 257 | $ | 350 | ||||
Interest cost | 5,428 | 5,881 | ||||||
Expected return on plan assets | (5,537 | ) | (5,050 | ) | ||||
Amortization of prior service cost | 0 | 3 | ||||||
Recognized actuarial loss | 5,015 | 4,500 | ||||||
Net periodic benefit cost | $ | 5,163 | $ | 5,684 | ||||
We made contributions to our funded, frozen pension plan of $4.6 million in the first nine months of 2013. We do not plan to make any additional contributions to this pension plan during the fourth quarter of 2013. These contributions to our funded, frozen pension plan are being made in order to obtain the Pension Protection Act of 2006 full funding limit exemption. | ||||||||
We are not required to make and do not intend to make any contributions to our unfunded, supplemental pension plan in 2013 other than to the extent needed to cover benefit payments. We expect benefit payments under this supplemental pension plan to total $1.5 million in 2013. | ||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes | ' |
Income Taxes | ' |
Note H - Income Taxes | |
Our third quarter 2013 income tax expense of $2.6 million resulted in an effective income tax rate of 37.3%. Our income tax expense of $10.8 million in the first nine months of 2013 resulted in an effective income tax rate of 37.9%. Our effective income tax rate is derived by estimating pretax income and income tax expense for the year ending December 31, 2013. The effective income tax rate calculated for the first nine months of 2013 is higher than the federal statutory rate of 35.0%, primarily due to the addition of state income taxes. | |
Our third quarter 2012 income tax expense of $5.1 million resulted in an effective income tax rate of 36.7%. Our income tax expense of $13.9 million for the first nine months of 2012 resulted in an effective income tax rate of 37.3%. The effective income tax rate calculated for the first nine months of 2012 is higher than the federal statutory rate of 35.0%, primarily due to the addition of state income taxes. | |
Harte-Hanks, or one of our subsidiaries, files income tax returns in the U.S. federal, U.S. state and foreign jurisdictions. For U.S. state and foreign returns, we are no longer subject to tax examinations for tax years prior to 2008. For U.S. federal returns, we are no longer subject to tax examinations for tax years prior to 2010. | |
We have elected to classify any interest expense and penalties related to income taxes within income tax expense in our Consolidated Statements of Comprehensive Income (Loss). We did not have a significant amount of interest or penalties accrued at September 30, 2013 or December 31, 2012. | |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Earnings Per Share | ' | |||||||
Earnings Per Share | ' | |||||||
Note I - Earnings Per Share | ||||||||
Basic earnings per share is computed on the basis of the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and unvested shares. | ||||||||
Reconciliations of basic and diluted earnings per share (EPS) are as follows: | ||||||||
Three Months Ended September 30, | ||||||||
In thousands, except per share amounts | 2013 | 2012 | ||||||
Net Income (Loss) | ||||||||
Income from continuing operations | $ | 4,451 | $ | 8,869 | ||||
Income (loss) from discontinued operations | (12,624 | ) | (6 | ) | ||||
Net income (loss) | $ | (8,173 | ) | $ | 8,863 | |||
Basic EPS | ||||||||
Weighted-average common shares outstanding used in earnings (loss) per share computations | 62,538 | 62,963 | ||||||
Basic earnings (loss) per share | ||||||||
Continuing operations | $ | 0.07 | $ | 0.14 | ||||
Discontinued operations | (0.20 | ) | 0 | |||||
Net income | $ | (0.13 | ) | $ | 0.14 | |||
Diluted EPS | ||||||||
Shares used in diluted earnings (loss) per share computations | 62,994 | 63,205 | ||||||
Diluted earnings (loss) per common share | ||||||||
Continuing operations | $ | 0.07 | $ | 0.14 | ||||
Discontinued operations | (0.20 | ) | 0 | |||||
Net income | $ | (0.13 | ) | $ | 0.14 | |||
Computation of Shares Used in Earnings Per Share Computations | ||||||||
Weighted-average common shares outstanding | 62,538 | 62,963 | ||||||
Weighted-average common equivalent shares - dilutive effect of stock options and awards | 456 | 242 | ||||||
Shares used in diluted earnings per share computations | 62,994 | 63,205 | ||||||
4.1 million and 4.8 million anti-dilutive market price options have been excluded from the calculation of shares used in the diluted EPS calculation for the three months ended September 30, 2013 and 2012, respectively. There were no anti-dilutive unvested shares excluded from the calculation of shares used in the diluted EPS calculation for the three months ended September 30, 2013. An insignificant number of anti-dilutive unvested shares have been excluded from the calculation of shares used in the diluted EPS calculation for the three months ended September 30, 2012. | ||||||||
Nine Months Ended September 30, | ||||||||
In thousands, except per share amounts | 2013 | 2012 | ||||||
Net Income (Loss) | ||||||||
Income from continuing operations | $ | 17,707 | $ | 23,299 | ||||
Loss from discontinued operations | (10,903 | ) | (117,348 | ) | ||||
Net income (loss) | $ | 6,804 | $ | (94,049 | ) | |||
Basic EPS | ||||||||
Weighted-average common shares outstanding used in earnings (loss) per share computations | 62,485 | 62,960 | ||||||
Basic earnings (loss) per share | ||||||||
Continuing operations | $ | 0.28 | $ | 0.37 | ||||
Discontinued operations | (0.17 | ) | (1.86 | ) | ||||
Net income (loss) | $ | 0.11 | $ | (1.49 | ) | |||
Diluted EPS | ||||||||
Shares used in diluted earnings (loss) per share computations | 62,808 | 63,162 | ||||||
Diluted earnings per common share | ||||||||
Continuing operations | $ | 0.28 | $ | 0.37 | ||||
Discontinued operations | (0.17 | ) | (1.86 | ) | ||||
Net income (loss) | $ | 0.11 | $ | (1.49 | ) | |||
Computation of Shares Used in Earnings Per Share Computations | ||||||||
Weighted-average common shares outstanding | 62,485 | 62,960 | ||||||
Weighted-average common equivalent shares - dilutive effect of stock options and awards | 323 | 202 | ||||||
Shares used in diluted earnings per share computations | 62,808 | 63,162 | ||||||
4.3 million and 5.0 million anti-dilutive market price options have been excluded from the calculation of shares used in the diluted EPS calculation for the nine months ended September 30, 2013 and 2012, respectively. An insignificant number of anti-dilutive unvested shares have been excluded from the calculation of shares used in the diluted EPS calculation for the nine months ended September 30, 2013. 0.2 million anti-dilutive unvested shares have been excluded from the calculation of shares used in the diluted EPS calculation for the nine months ended September 30, 2012. | ||||||||
Comprehensive_Income_Loss
Comprehensive Income (Loss) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Comprehensive Income (Loss) | ' | ||||||||||
Comprehensive Income (Loss) | ' | ||||||||||
Note J — Comprehensive Income (Loss) | |||||||||||
Comprehensive income for a period encompasses net income (loss) and all other changes in equity other than from transactions with our stockholders. Our comprehensive income (loss) was as follows: | |||||||||||
Three Months Ended September, | |||||||||||
In thousands | 2013 | 2012 | |||||||||
Net income (loss) | $ | (8,173 | ) | $ | 8,863 | ||||||
Other comprehensive income (loss): | |||||||||||
Adjustment to pension liability | 1,672 | 1,501 | |||||||||
Tax expense | (669 | ) | (601 | ) | |||||||
Adjustment to pension liability, net of tax | 1,003 | 900 | |||||||||
Foreign currency translation adjustment | 1,056 | 871 | |||||||||
Total other comprehensive income, net of tax | 2,059 | 1,771 | |||||||||
Total comprehensive income (loss) | $ | (6,114 | ) | $ | 10,634 | ||||||
Nine Months Ended September 30, | |||||||||||
In thousands | 2013 | 2012 | |||||||||
Net income (loss) | $ | 6,804 | $ | (94,049 | ) | ||||||
Other comprehensive income: | |||||||||||
Adjustment to pension liability | 5,015 | 4,503 | |||||||||
Tax expense | (2,006 | ) | (1,801 | ) | |||||||
Adjustment to pension liability, net of tax | 3,009 | 2,702 | |||||||||
Foreign currency translation adjustment | (663 | ) | (842 | ) | |||||||
Total other comprehensive income, net of tax | 2,346 | 3,544 | |||||||||
Total comprehensive income (loss) | $ | 9,150 | $ | (90,505 | ) | ||||||
Changes in accumulated other comprehensive income (loss) by component are as follows: | |||||||||||
Defined | |||||||||||
Benefit | Foreign | ||||||||||
Pension | Currency | ||||||||||
In thousands | Items | Items | Total | ||||||||
Balance at December 31, 2012 | $ | (54,431 | ) | $ | 4,697 | $ | (49,734 | ) | |||
Other comprehensive loss, net of tax, before reclassifications | 0 | (663 | ) | (663 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income, net of tax | 3,009 | 0 | 3,009 | ||||||||
Net current period other comprehensive income (loss), net of tax | 3,009 | (663 | ) | 2,346 | |||||||
Balance at September 30, 2013 | $ | (51,422 | ) | $ | 4,034 | $ | (47,388 | ) | |||
Defined | |||||||||||
Benefit | Foreign | ||||||||||
Pension | Currency | ||||||||||
In thousands | Items | Items | Total | ||||||||
Balance at December 31, 2011 | $ | (48,705 | ) | $ | 3,382 | $ | (45,323 | ) | |||
Other comprehensive loss, net of tax before reclassifications | 0 | (842 | ) | (842 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income, net of tax | 2,702 | 0 | 2,702 | ||||||||
Net current period other comprehensive income (loss), net of tax | 2,702 | (842 | ) | 1,860 | |||||||
Balance at September 30, 2012 | $ | (46,003 | ) | $ | 2,540 | $ | 43,463 | ||||
Reclassification amounts related to the defined pension plans are included in the computation of net period pension benefit cost (see Note G, Components of Net Periodic Pension Benefit Cost). | |||||||||||
Litigation_Contingencies
Litigation Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Litigation Contingencies | ' |
Litigation Contingencies | ' |
Note K — Litigation Contingencies | |
In the normal course of our business, we are obligated under some agreements to indemnify our clients as a result of claims that we infringe on the proprietary rights of third parties. The terms and duration of these commitments vary and, in some cases, may be indefinite, and certain of these commitments do not limit the maximum amount of future payments we could become obligated to make there under; accordingly, our actual aggregate maximum exposure related to these types of commitments cannot be reasonably estimated. Historically, we have not been obligated to make significant payments for obligations of this nature, and no liabilities have been recorded for these obligations in our financial statements. | |
We are also currently subject to various other legal proceedings in the course of conducting our businesses and, from time to time, we may become involved in additional claims and lawsuits incidental to our businesses. In the opinion of management, after consultation with counsel, none of these matters is currently considered to be reasonably possible of resulting in a material adverse effect on our consolidated financial position or results of operations. Nevertheless, we cannot predict the impact of future developments affecting our pending or future claims and lawsuits and any resolution of a claim or lawsuit within a particular fiscal quarter may adversely impact our results of operations for that quarter. We expense legal costs as incurred, and all recorded legal liabilities are adjusted as required as better information becomes available to us. The factors we consider when recording an accrual for contingencies include, among others: (i) the opinions and views of our legal counsel; (ii) our previous experience; and (iii) the decision of our management as to how we intend to respond to the complaints. | |
Discontinued_Operations
Discontinued Operations | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Discontinued Operations | ' | |||||||
Discontinued Operations | ' | |||||||
Note L — Discontinued Operations | ||||||||
We sold the assets of our Florida Shoppers operations to Coda Media Corp. on December 31, 2012.We sold the assets of our California Shoppers operations to affiliates of OpenGate Capital Management, LLC (“OpenGate”) on September 27, 2013 for gross proceeds of approximately $22.5 million in cash. In addition, OpenGate agreed to assume certain liabilities associated with the Shoppers division. This transaction resulted in a loss on the sale of $12.4 million, net of $9.0 million of income tax benefit. This loss on sale includes transaction costs of approximately $2.6 million. Because Shoppers represented a distinct business unit with operations and cash flows that can clearly be distinguished, both operationally and for financial purposes, from the rest of Harte-Hanks, the results of the Shoppers operations are reported as discontinued operations for all periods presented. | ||||||||
Results of the remaining Harte-Hanks marketing services business are reported as continuing operations. | ||||||||
Summarized operating results for the Shoppers discontinued operations are as follows: | ||||||||
Three Months Ended September 30, | ||||||||
In thousands | 2013 | 2012 | ||||||
Revenues | $ | 46,703 | $ | 54,806 | ||||
Income from discontinued operations before income taxes | 76 | 609 | ||||||
Loss on sale before income taxes | (21,402 | ) | 0 | |||||
Income tax benefit (expense) | 8,702 | (615 | ) | |||||
Loss from discontinued operations | $ | (12,624 | ) | $ | (6 | ) | ||
Nine Months Ended September 30, | ||||||||
In thousands | 2013 | 2012 | ||||||
Revenues | $ | 140,834 | $ | 166,865 | ||||
Income from discontinued operations before impairment charges and income taxes | 2,767 | 168 | ||||||
Impairment of goodwill and other intangible assets before income taxes | 0 | (165,336 | ) | |||||
Loss on sale before income taxes | (21,402 | ) | 0 | |||||
Income tax benefit | 7,732 | 47,820 | ||||||
Loss from discontinued operations | $ | (10,903 | ) | $ | (117,348 | ) | ||
Summarized balance sheet data for the Shoppers discontinued operations are as follows; | ||||||||
September 30, | December 31, | |||||||
In thousands | 2013 | 2012 | ||||||
Current assets | $ | 0 | $ | 20,486 | ||||
Property, plant and equipment | 0 | 17,880 | ||||||
Other intangible assets | 0 | 10,551 | ||||||
Other assets | 0 | 84 | ||||||
Total assets | $ | 0 | $ | 49,001 | ||||
Current liabilities | $ | 0 | $ | 10,292 | ||||
Other liabilities | 0 | 272 | ||||||
Total liabilities | $ | 0 | $ | 10,564 | ||||
Net assets of discontinued operations | $ | 0 | $ | 38,438 | ||||
The major components of cash flows for the Shoppers discontinued operations are as follows; | ||||||||
Nine Months Ended September 30, | ||||||||
In thousands | 2013 | 2012 | ||||||
Loss from discontinued operations | $ | (10,903 | ) | $ | (117,348 | ) | ||
Loss on the sale of discontinued operations | 12,355 | 0 | ||||||
Impairment of Intangible Assets | 0 | 165,336 | ||||||
Deferred Income Taxes | (5,094 | ) | (45,054 | ) | ||||
Depreciation and software amortization | 2,592 | 4,087 | ||||||
Intangible asset amortization | 0 | 428 | ||||||
Other, net | 990 | (1,209 | ) | |||||
Net cash provided by discontinued operations | $ | (60 | ) | $ | 6,240 | |||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Long-Term Debt | ' | |||||||||||||
Schedule of long-term debt obligations | ' | |||||||||||||
September 30, | December 31, | |||||||||||||
In thousands | 2013 | 2012 | ||||||||||||
2010 Revolving Credit Facility, various interest rates based on LIBOR, due August 12, 2013 ($60.5 million capacity at June 30, 2013) | $ | 0 | $ | 0 | ||||||||||
2013 Revolving Credit Facility, various interest rates based on Eurodollar rate, due August 16, 2016 ($70.5 million capacity at September 30, 2013) | 0 | 0 | ||||||||||||
2011 Term Loan Facility, various interest rates based on LIBOR (effective rate of 2.18% at September 30, 2013), due August 16, 2016 | 101,062 | 110,250 | ||||||||||||
Total debt | $ | 101,062 | $ | 110,250 | ||||||||||
Less current maturities | 13,781 | 12,250 | ||||||||||||
Total long-term debt | $ | 87,281 | $ | 98,000 | ||||||||||
Schedule of carrying values and estimated fair values of outstanding debt | ' | |||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
In thousands | Value | Value | Value | Value | ||||||||||
Total debt | $ | 101,062 | $ | 101,062 | $ | 110,250 | $ | 110,250 | ||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Stock-Based Compensation | ' | ||||||
Schedule of shares granted and weighted-average grant-date fair value | ' | ||||||
Weighted- | |||||||
Average | |||||||
Number | Grant-Date | ||||||
of Shares | Fair Value | ||||||
Stock options | 400,000 | $ | 2.77 | ||||
Unvested stock | 100,000 | $ | 9.29 | ||||
Performance stock units | 150,000 | $ | 8.57 | ||||
Components_of_Net_Periodic_Pen1
Components of Net Periodic Pension Benefit Cost (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Components of Net Periodic Pension Benefit Cost | ' | |||||||
Net Pension cost of plans | ' | |||||||
Three Months Ended September 30, | ||||||||
In thousands | 2013 | 2012 | ||||||
Service cost | $ | 86 | $ | 117 | ||||
Interest cost | 1,809 | 1,960 | ||||||
Expected return on plan assets | (1,846 | ) | (1,683 | ) | ||||
Amortization of prior service cost | 0 | 1 | ||||||
Recognized actuarial loss | 1,672 | 1,500 | ||||||
Net periodic benefit cost | $ | 1,721 | $ | 1,895 | ||||
Nine Months Ended September 30, | ||||||||
In thousands | 2013 | 2012 | ||||||
Service cost | $ | 257 | $ | 350 | ||||
Interest cost | 5,428 | 5,881 | ||||||
Expected return on plan assets | (5,537 | ) | (5,050 | ) | ||||
Amortization of prior service cost | 0 | 3 | ||||||
Recognized actuarial loss | 5,015 | 4,500 | ||||||
Net periodic benefit cost | $ | 5,163 | $ | 5,684 | ||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Earnings Per Share | ' | |||||||
Reconciliation of basic and diluted earnings per share | ' | |||||||
Three Months Ended September 30, | ||||||||
In thousands, except per share amounts | 2013 | 2012 | ||||||
Net Income (Loss) | ||||||||
Income from continuing operations | $ | 4,451 | $ | 8,869 | ||||
Income (loss) from discontinued operations | (12,624 | ) | (6 | ) | ||||
Net income (loss) | $ | (8,173 | ) | $ | 8,863 | |||
Basic EPS | ||||||||
Weighted-average common shares outstanding used in earnings (loss) per share computations | 62,538 | 62,963 | ||||||
Basic earnings (loss) per share | ||||||||
Continuing operations | $ | 0.07 | $ | 0.14 | ||||
Discontinued operations | (0.20 | ) | 0 | |||||
Net income | $ | (0.13 | ) | $ | 0.14 | |||
Diluted EPS | ||||||||
Shares used in diluted earnings (loss) per share computations | 62,994 | 63,205 | ||||||
Diluted earnings (loss) per common share | ||||||||
Continuing operations | $ | 0.07 | $ | 0.14 | ||||
Discontinued operations | (0.20 | ) | 0 | |||||
Net income | $ | (0.13 | ) | $ | 0.14 | |||
Computation of Shares Used in Earnings Per Share Computations | ||||||||
Weighted-average common shares outstanding | 62,538 | 62,963 | ||||||
Weighted-average common equivalent shares - dilutive effect of stock options and awards | 456 | 242 | ||||||
Shares used in diluted earnings per share computations | 62,994 | 63,205 | ||||||
Nine Months Ended September 30, | ||||||||
In thousands, except per share amounts | 2013 | 2012 | ||||||
Net Income (Loss) | ||||||||
Income from continuing operations | $ | 17,707 | $ | 23,299 | ||||
Loss from discontinued operations | (10,903 | ) | (117,348 | ) | ||||
Net income (loss) | $ | 6,804 | $ | (94,049 | ) | |||
Basic EPS | ||||||||
Weighted-average common shares outstanding used in earnings (loss) per share computations | 62,485 | 62,960 | ||||||
Basic earnings (loss) per share | ||||||||
Continuing operations | $ | 0.28 | $ | 0.37 | ||||
Discontinued operations | (0.17 | ) | (1.86 | ) | ||||
Net income (loss) | $ | 0.11 | $ | (1.49 | ) | |||
Diluted EPS | ||||||||
Shares used in diluted earnings (loss) per share computations | 62,808 | 63,162 | ||||||
Diluted earnings per common share | ||||||||
Continuing operations | $ | 0.28 | $ | 0.37 | ||||
Discontinued operations | (0.17 | ) | (1.86 | ) | ||||
Net income (loss) | $ | 0.11 | $ | (1.49 | ) | |||
Computation of Shares Used in Earnings Per Share Computations | ||||||||
Weighted-average common shares outstanding | 62,485 | 62,960 | ||||||
Weighted-average common equivalent shares - dilutive effect of stock options and awards | 323 | 202 | ||||||
Shares used in diluted earnings per share computations | 62,808 | 63,162 | ||||||
Comprehensive_Income_Loss_Tabl
Comprehensive Income (Loss) (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Comprehensive Income (Loss) | ' | ||||||||||
Summary of comprehensive income (loss) | ' | ||||||||||
Three Months Ended September, | |||||||||||
In thousands | 2013 | 2012 | |||||||||
Net income (loss) | $ | (8,173 | ) | $ | 8,863 | ||||||
Other comprehensive income (loss): | |||||||||||
Adjustment to pension liability | 1,672 | 1,501 | |||||||||
Tax expense | (669 | ) | (601 | ) | |||||||
Adjustment to pension liability, net of tax | 1,003 | 900 | |||||||||
Foreign currency translation adjustment | 1,056 | 871 | |||||||||
Total other comprehensive income, net of tax | 2,059 | 1,771 | |||||||||
Total comprehensive income (loss) | $ | (6,114 | ) | $ | 10,634 | ||||||
Nine Months Ended September 30, | |||||||||||
In thousands | 2013 | 2012 | |||||||||
Net income (loss) | $ | 6,804 | $ | (94,049 | ) | ||||||
Other comprehensive income: | |||||||||||
Adjustment to pension liability | 5,015 | 4,503 | |||||||||
Tax expense | (2,006 | ) | (1,801 | ) | |||||||
Adjustment to pension liability, net of tax | 3,009 | 2,702 | |||||||||
Foreign currency translation adjustment | (663 | ) | (842 | ) | |||||||
Total other comprehensive income, net of tax | 2,346 | 3,544 | |||||||||
Total comprehensive income (loss) | $ | 9,150 | $ | (90,505 | ) | ||||||
Schedule of changes in accumulated other comprehensive income (loss) | ' | ||||||||||
Defined | |||||||||||
Benefit | Foreign | ||||||||||
Pension | Currency | ||||||||||
In thousands | Items | Items | Total | ||||||||
Balance at December 31, 2012 | $ | (54,431 | ) | $ | 4,697 | $ | (49,734 | ) | |||
Other comprehensive loss, net of tax, before reclassifications | 0 | (663 | ) | (663 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income, net of tax | 3,009 | 0 | 3,009 | ||||||||
Net current period other comprehensive income (loss), net of tax | 3,009 | (663 | ) | 2,346 | |||||||
Balance at September 30, 2013 | $ | (51,422 | ) | $ | 4,034 | $ | (47,388 | ) | |||
Defined | |||||||||||
Benefit | Foreign | ||||||||||
Pension | Currency | ||||||||||
In thousands | Items | Items | Total | ||||||||
Balance at December 31, 2011 | $ | (48,705 | ) | $ | 3,382 | $ | (45,323 | ) | |||
Other comprehensive loss, net of tax before reclassifications | 0 | (842 | ) | (842 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income, net of tax | 2,702 | 0 | 2,702 | ||||||||
Net current period other comprehensive income (loss), net of tax | 2,702 | (842 | ) | 1,860 | |||||||
Balance at September 30, 2012 | $ | (46,003 | ) | $ | 2,540 | $ | 43,463 | ||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Discontinued Operations | ' | |||||||
Summary of operating results for the Shoppers discontinued operations | ' | |||||||
Three Months Ended September 30, | ||||||||
In thousands | 2013 | 2012 | ||||||
Revenues | $ | 46,703 | $ | 54,806 | ||||
Income from discontinued operations before income taxes | 76 | 609 | ||||||
Loss on sale before income taxes | (21,402 | ) | 0 | |||||
Income tax benefit (expense) | 8,702 | (615 | ) | |||||
Loss from discontinued operations | $ | (12,624 | ) | $ | (6 | ) | ||
Nine Months Ended September 30, | ||||||||
In thousands | 2013 | 2012 | ||||||
Revenues | $ | 140,834 | $ | 166,865 | ||||
Income from discontinued operations before impairment charges and income taxes | 2,767 | 168 | ||||||
Impairment of goodwill and other intangible assets before income taxes | 0 | (165,336 | ) | |||||
Loss on sale before income taxes | (21,402 | ) | 0 | |||||
Income tax benefit | 7,732 | 47,820 | ||||||
Loss from discontinued operations | $ | (10,903 | ) | $ | (117,348 | ) | ||
Summary of balance sheet data for the Shoppers discontinued operations | ' | |||||||
September 30, | December 31, | |||||||
In thousands | 2013 | 2012 | ||||||
Current assets | $ | 0 | $ | 20,486 | ||||
Property, plant and equipment | 0 | 17,880 | ||||||
Other intangible assets | 0 | 10,551 | ||||||
Other assets | 0 | 84 | ||||||
Total assets | $ | 0 | $ | 49,001 | ||||
Current liabilities | $ | 0 | $ | 10,292 | ||||
Other liabilities | 0 | 272 | ||||||
Total liabilities | $ | 0 | $ | 10,564 | ||||
Net assets of discontinued operations | $ | 0 | $ | 38,438 | ||||
Summary of major components of cash flows for the Shoppers discontinued operations | ' | |||||||
Nine Months Ended September 30, | ||||||||
In thousands | 2013 | 2012 | ||||||
Loss from discontinued operations | $ | (10,903 | ) | $ | (117,348 | ) | ||
Loss on the sale of discontinued operations | 12,355 | 0 | ||||||
Impairment of Intangible Assets | 0 | 165,336 | ||||||
Deferred Income Taxes | (5,094 | ) | (45,054 | ) | ||||
Depreciation and software amortization | 2,592 | 4,087 | ||||||
Intangible asset amortization | 0 | 428 | ||||||
Other, net | 990 | (1,209 | ) | |||||
Net cash provided by discontinued operations | $ | (60 | ) | $ | 6,240 | |||
Basis_of_Presentation_Details
Basis of Presentation (Details) (Belgium facility, USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2013 |
Belgium facility | ' |
Sale of Belgium Facility | ' |
Net proceeds | $4.60 |
Book value | 3.7 |
Gain on sale of facility | $0.90 |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 |
Shoppers | |||
Goodwill and Other Intangible Assets | ' | ' | ' |
Goodwill | $398,164,000 | $398,164,000 | ' |
Other intangible assets | 2,344,000 | 5,259,000 | ' |
Intangible Assets | ' | ' | ' |
Non-cash trade name intangible asset impairment charge | ' | ' | $2,800,000 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 0 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
In Millions, unless otherwise specified | Aug. 08, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 12, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 08, 2013 | Jun. 30, 2013 | Aug. 08, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 16, 2011 |
2013 Revolving Credit Facility | 2013 Revolving Credit Facility | 2013 Revolving Credit Facility | 2013 Revolving Credit Facility | 2013 Revolving Credit Facility | 2013 Revolving Credit Facility | 2013 Revolving Credit Facility | 2013 Revolving Credit Facility | 2013 Revolving Credit Facility | 2013 Revolving Credit Facility | 2013 Revolving Credit Facility | 2013 Revolving Credit Facility | 2013 Revolving Credit Facility | 2010 Revolving Credit Facility | 2010 Revolving Credit Facility | 2010 Revolving Credit Facility | 2010 Revolving Credit Facility | 2010 Revolving Credit Facility | 2010 Revolving Credit Facility | 2010 Revolving Credit Facility | Term loan facility | Term loan facility | Term loan facility | |
Minimum | Maximum | Eurodollar rate | Eurodollar rate | Eurodollar rate | Eurodollar rate | Eurodollar rate | Eurodollar rate | Prime rate | Federal funds effective rate | Letter of credit | Letter of credit | Letter of credit | |||||||||||
First option | First option | First option | Second option | Second option | Second option | Second option | Second option | ||||||||||||||||
Minimum | Maximum | Minimum | Maximum | ||||||||||||||||||||
Long-Term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of debt instrument | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum amount of facility | $80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $70 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum amount available for the issuance of letters of credit | 25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum amount available for the issuance of swingline loans | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of increase to the maximum borrowing capacity that may be requested | ' | 15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings outstanding other than letters of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' |
Letters of credit amount issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.5 | ' | ' | ' | ' | ' | 9.5 | 9.5 | ' | ' | ' |
Initial aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 122.5 |
Amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101.1 | ' | ' |
Reference rate | ' | 'Eurodollar rate | ' | ' | 'Eurodollar rate | ' | ' | 'Eurodollar rate | ' | ' | 'Agent's prime rate | 'Federal Funds Rate | ' | ' | 'LIBOR | 'LIBOR | ' | ' | ' | ' | 'LIBOR | 'LIBOR | ' |
Variable spread based on total debt-to-EBITDA ratio (as a percent) | ' | ' | ' | ' | ' | 2.25% | 3.00% | ' | 1.25% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional variable interest rate spread (as a percent) | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fee (as a percent) | ' | ' | 0.50% | 0.55% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fronting fee (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.13% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining borrowing capacity | ' | $70.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $60.50 | ' | $60.50 | ' | ' | ' | ' | ' |
LongTerm_Debt_Details_2
Long-Term Debt (Details 2) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | |
Long-term debt obligation | ' | ' | ' |
Total debt | $101,062,000 | $110,250,000 | ' |
Less current maturities | 13,781,000 | 12,250,000 | ' |
Total long-term debt | 87,281,000 | 98,000,000 | ' |
2010 Revolving Credit Facility, due August 12, 2013 | ' | ' | ' |
Long-term debt obligation | ' | ' | ' |
Basis of interest rate | 'LIBOR | 'LIBOR | ' |
Total debt | 0 | 0 | ' |
Remaining borrowing capacity | ' | 60,500,000 | 60,500,000 |
2013 Revolving Credit Facility, due August 16, 2016 | ' | ' | ' |
Long-term debt obligation | ' | ' | ' |
Basis of interest rate | 'Eurodollar rate | ' | ' |
Total debt | 0 | 0 | ' |
Remaining borrowing capacity | 70,500,000 | ' | ' |
2011 Term Loan Facility, due August 16, 2016 | ' | ' | ' |
Long-term debt obligation | ' | ' | ' |
Basis of interest rate | 'LIBOR | 'LIBOR | ' |
Total debt | $101,062,000 | $110,250,000 | ' |
Effective rate of interest (as a percent) | 2.18% | ' | ' |
LongTerm_Debt_Details_3
Long-Term Debt (Details 3) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Carrying Value | ' | ' |
Carrying values and estimated fair values of outstanding debt | ' | ' |
Total debt | $101,062 | $110,250 |
Fair Value | Level 2 | ' | ' |
Carrying values and estimated fair values of outstanding debt | ' | ' |
Total debt | $101,062 | $110,250 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | |||||||||
In Millions, except Share data, unless otherwise specified | Sep. 27, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | 31-May-13 | 31-May-13 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
2005 Omnibus Incentive Plan | 2013 Omnibus Incentive Plan | Stock Options | Stock Options | Unvested stock | Unvested stock | Performance Stock Units | Performance Stock Units | Performance Stock Units | ||||||
2005 Omnibus Incentive Plan | Robert Philpott, President and Chief Executive Officer | 2005 Omnibus Incentive Plan | Robert Philpott, President and Chief Executive Officer | 2005 Omnibus Incentive Plan | 2005 Omnibus Incentive Plan | Robert Philpott, President and Chief Executive Officer | ||||||||
item | Minimum | Maximum | ||||||||||||
Stock-Based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | $0.90 | $0.60 | $4.40 | $2.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares authorized under the plan | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' |
Number of awards to be granted | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Shares Granted | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' |
Number of Shares Granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | 150,000 |
Weighted-Average Grant-Date Fair Value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $2.77 | ' | ' | ' | ' | ' |
Weighted-Average Grant-Date Fair Value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.29 | ' | ' | $8.57 |
Closing price of the common stock (in dollars per share) | ' | $9.29 | ' | $9.29 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental percentage of options that vest and become exercisable on the first four anniversaries of grant date | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' |
Option vesting period | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | '3 years | ' | ' | ' | ' |
Expiration term | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' |
Exercise price of options granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $9.29 | ' | ' | ' | ' | ' | ' |
Number of equal increments over the first three anniversaries from the date of grant in which 0 of unvested shares will vest | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' |
Percentage of award shares to be issued based on performance against goals | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | 100.00% | ' |
Amount recorded due to modification of award and classified as a transaction cost related to the sale of California Shoppers | $1.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Components_of_Net_Periodic_Pen2
Components of Net Periodic Pension Benefit Cost (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net pension cost of plans | ' | ' | ' | ' |
Service cost | $86 | $117 | $257 | $350 |
Interest cost | 1,809 | 1,960 | 5,428 | 5,881 |
Expected return on plan assets | -1,846 | -1,683 | -5,537 | -5,050 |
Amortization of prior service cost | 0 | 1 | 0 | 3 |
Recognized actuarial loss | 1,672 | 1,500 | 5,015 | 4,500 |
Net periodic benefit cost | $1,721 | $1,895 | $5,163 | $5,684 |
Components_of_Net_Periodic_Pen3
Components of Net Periodic Pension Benefit Cost (Details 2) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Funded, Frozen Pension Plan | ' |
Defined Benefit Plan Disclosure | ' |
Contributions made | $4.60 |
Unfunded, Supplemental Pension Plan | ' |
Defined Benefit Plan Disclosure | ' |
Expected benefit payments in remainder of year | $1.50 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Taxes | ' | ' | ' | ' |
Income tax expense | $2,644 | $5,149 | $10,810 | $13,864 |
Effective income tax rate (as a percent) | 37.30% | 36.70% | 37.90% | 37.30% |
Federal statutory rate (as a percent) | ' | ' | 35.00% | 35.00% |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Net Income (Loss) | ' | ' | ' | ' | ' |
Income (loss) from continuing operations | $4,451 | $8,869 | $17,707 | $23,299 | ' |
Income (loss) from discontinued operations | -12,624 | -6 | -10,903 | -117,348 | ' |
Net income (loss) | ($8,173) | $8,863 | $6,804 | ($94,049) | ($83,353) |
Basic earnings (loss) per common share | ' | ' | ' | ' | ' |
Weighted-average common shares outstanding used in earnings (loss) per share computations | 62,538 | 62,963 | 62,485 | 62,960 | ' |
Continuing operations (in dollars per share) | $0.07 | $0.14 | $0.28 | $0.37 | ' |
Discontinued operations (in dollars per share) | ($0.20) | $0 | ($0.17) | ($1.86) | ' |
Basic earnings (loss) per common share (in dollars per share) | ($0.13) | $0.14 | $0.11 | ($1.49) | ' |
Diluted earnings (loss) per common share | ' | ' | ' | ' | ' |
Shares used in diluted earnings (loss) per share computations | 62,994 | 63,205 | 62,808 | 63,162 | ' |
Continuing operations (in dollars per share) | $0.07 | $0.14 | $0.28 | $0.37 | ' |
Discontinued operations (in dollars per share) | ($0.20) | $0 | ($0.17) | ($1.86) | ' |
Diluted earnings (loss) per common share (in dollars per share) | ($0.13) | $0.14 | $0.11 | ($1.49) | ' |
Computation of Shares Used in Earnings Per Share Computations | ' | ' | ' | ' | ' |
Weighted-average common shares outstanding (in shares) | 62,538 | 62,963 | 62,485 | 62,960 | ' |
Weighted-average common equivalent shares - dilutive effect of stock options and awards | 456 | 242 | 323 | 202 | ' |
Shares used in diluted earnings per share computations | 62,994 | 63,205 | 62,808 | 63,162 | ' |
Earnings_Per_Share_Details_2
Earnings Per Share (Details 2) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Stock Options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' |
Anti-dilutive shares excluded from the EPS calculations | 4.1 | 4.8 | 4.3 | 5 |
Unvested Stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' |
Anti-dilutive shares excluded from the EPS calculations | ' | ' | ' | 0.2 |
Comprehensive_Income_Loss_Deta
Comprehensive Income (Loss) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Comprehensive Income (Loss) | ' | ' | ' | ' | ' |
Net income (loss) | ($8,173) | $8,863 | $6,804 | ($94,049) | ($83,353) |
Other comprehensive income (loss): | ' | ' | ' | ' | ' |
Adjustment to pension liability | 1,672 | 1,501 | 5,015 | 4,503 | ' |
Tax expense | -669 | -601 | -2,006 | -1,801 | ' |
Adjustment to pension liability, net of tax | 1,003 | 900 | 3,009 | 2,702 | ' |
Foreign currency translation adjustments | 1,056 | 871 | -663 | 842 | ' |
Total other comprehensive income, net of tax | 2,059 | 1,771 | 2,346 | 3,544 | ' |
Comprehensive income (loss) | -6,114 | 10,634 | 9,150 | -90,505 | ' |
Accumulated other comprehensive income (loss) | ' | ' | ' | ' | ' |
Balance at beginning of period | ' | ' | -49,734 | -45,323 | -45,323 |
Other comprehensive loss, net of tax, before reclassifications | ' | ' | -663 | -842 | ' |
Amounts reclassified from accumulated other comprehensive income, net of tax | ' | ' | 3,009 | 2,702 | ' |
Net current period other comprehensive income (loss), net of tax | ' | ' | 2,346 | 1,860 | -4,411 |
Balance at end of period | -47,388 | 43,463 | -47,388 | 43,463 | -49,734 |
Defined Benefit Pension Items | ' | ' | ' | ' | ' |
Accumulated other comprehensive income (loss) | ' | ' | ' | ' | ' |
Balance at beginning of period | ' | ' | -54,431 | -48,705 | -48,705 |
Other comprehensive loss, net of tax, before reclassifications | ' | ' | 0 | 0 | ' |
Amounts reclassified from accumulated other comprehensive income, net of tax | ' | ' | 3,009 | 2,702 | ' |
Net current period other comprehensive income (loss), net of tax | ' | ' | 3,009 | 2,702 | ' |
Balance at end of period | -51,422 | -46,003 | -51,422 | -46,003 | ' |
Foreign Currency Items | ' | ' | ' | ' | ' |
Accumulated other comprehensive income (loss) | ' | ' | ' | ' | ' |
Balance at beginning of period | ' | ' | 4,697 | 3,382 | 3,382 |
Other comprehensive loss, net of tax, before reclassifications | ' | ' | -663 | -842 | ' |
Amounts reclassified from accumulated other comprehensive income, net of tax | ' | ' | 0 | 0 | ' |
Net current period other comprehensive income (loss), net of tax | ' | ' | -663 | -842 | ' |
Balance at end of period | $4,034 | $2,540 | $4,034 | $2,540 | ' |
Litigation_Contingencies_Detai
Litigation Contingencies (Details) (USD $) | Sep. 30, 2013 |
Litigation Contingencies | ' |
Litigation liability | $0 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 27, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
California Shoppers operations | Shoppers | Shoppers | Shoppers | Shoppers | Shoppers | ||||||
Discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds from sale of assets in form of cash | ' | ' | ' | ' | ' | $22,500,000 | ' | ' | ' | ' | ' |
Loss on sale of discontinued operations | ' | ' | ' | ' | ' | 12,400,000 | ' | ' | 12,355,000 | 0 | ' |
Income tax benefit from sale of assets | ' | ' | ' | ' | ' | 9,000,000 | ' | ' | ' | ' | ' |
Transaction costs | ' | ' | ' | ' | ' | 2,600,000 | ' | ' | ' | ' | ' |
Summarized operating results for the Shoppers discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | 46,703,000 | 54,806,000 | 140,834,000 | 166,865,000 | ' |
Income from discontinued operations before income taxes | ' | ' | ' | ' | ' | ' | 76,000 | 609,000 | ' | ' | ' |
Income from discontinued operations before impairment charges and income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 2,767,000 | 168,000 | ' |
Impairment of goodwill and other intangible assets before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | 0 | -165,336,000 | ' |
Loss on sale before income taxes | ' | ' | -12,355,000 | 0 | ' | ' | -21,402,000 | 0 | -21,402,000 | 0 | ' |
Income tax benefit (expense) | ' | ' | ' | ' | ' | ' | 8,702,000 | -615,000 | 7,732,000 | 47,820,000 | ' |
Loss from discontinued operations | -12,624,000 | -6,000 | -10,903,000 | -117,348,000 | ' | ' | -12,624,000 | -6,000 | -10,903,000 | -117,348,000 | ' |
Summarized balance sheet data for the Shoppers discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current assets | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | 20,486,000 |
Property, plant and equipment | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | 17,880,000 |
Other intangible assets | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | 10,551,000 |
Other assets | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | 84,000 |
Total assets | 0 | ' | 0 | ' | 49,001,000 | ' | 0 | ' | 0 | ' | 49,001,000 |
Current liabilities | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | 10,292,000 |
Other liabilities | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | 272,000 |
Total liabilities | 0 | ' | 0 | ' | 10,564,000 | ' | 0 | ' | 0 | ' | 10,564,000 |
Net assets of discontinued operations | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | 38,438,000 |
Major components of cash flows for the Shoppers discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss from discontinued operations | -12,624,000 | -6,000 | -10,903,000 | -117,348,000 | ' | ' | -12,624,000 | -6,000 | -10,903,000 | -117,348,000 | ' |
Loss on sale of discontinued operations | ' | ' | ' | ' | ' | 12,400,000 | ' | ' | 12,355,000 | 0 | ' |
Impairment of Intangible Assets | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 165,336,000 | ' |
Deferred Income Taxes | ' | ' | ' | ' | ' | ' | ' | ' | -5,094,000 | -45,054,000 | ' |
Depreciation and software amortization | ' | ' | ' | ' | ' | ' | ' | ' | 2,592,000 | 4,087,000 | ' |
Intangible asset amortization | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 428,000 | ' |
Other, net | ' | ' | ' | ' | ' | ' | ' | ' | 990,000 | -1,209,000 | ' |
Net cash provided by discontinued operations | ' | ' | ($60,000) | $6,240,000 | ' | ' | ' | ' | ($60,000) | $6,240,000 | ' |