Business News

Valassis Announces Results for the Second Quarter Ended June 30, 2008

Friday 01. August 2008 - First Half On Plan: Shared Mail Mitigates Newspaper Decline

Valassis (NYSE:VCI) today announced financial results for the second quarter ended June 30, 2008. The Company reported quarterly revenues of $594.9 million, down 2.8% compared to $612.1 million for the prior year quarter. Second quarter net earnings were $7.3 million, down 25.0% from $9.8 million in the prior year quarter. Earnings per share (EPS) for the quarter were $0.15, down from $0.20 in the prior year quarter. For the second quarter of 2008, adjusted EBITDA* was $56.0 million, down 11.3% from adjusted EBITDA* of $63.1 million for the second quarter of 2007.

First half revenues for 2008 were $1,192.0 million, up 22.5% compared to the prior year corresponding period (which excludes revenue for ADVO, Inc. for the period of Jan. 1, 2007 through March 1, 2007). On a pro forma basis, first half revenues for 2008 were flat compared to pro forma revenue for the first half of 2007. First half adjusted EBITDA* was $119.1 million, up 16.0% from $102.7 million compared to the first half of 2007 (which excludes results for ADVO, Inc. for the period of Jan. 1, 2007 through March 1, 2007) and up 12.3% from $106.1 million on a pro forma basis.

“We continue to drive improvements in the Shared Mail business with segment profit up 18% this quarter versus the second quarter of 2007. In the first half, our success in accelerating cross-selling and new client acquisition is offsetting the cyclical declines in revenue from newspaper-distributed products,” said Alan F. Schultz, Valassis Chairman, President and Chief Executive Officer. “In addition, consumer usage of promotional media is on the rise positioning our RedPlum portfolio of value-oriented media well for the future.”

Some additional highlights include:

Continued Momentum in Cost Management


— Business Optimization: Our shared mail optimization initiative, designed to reduce over-supply and deliver more profitable packages, has increased the profitability of this segment and contributed significantly to our performance since our acquisition of ADVO in March 2007. During the second quarter of 2008, we eliminated 21 million packages versus the prior year. The revenue associated with this reduction, combined with the revenue loss from the discontinuation of the detached address label (DAL) which occurred in mid-May 2007, represented a 1.8% revenue drag in the second quarter of 2008.

— Cost Synergies: Total cost synergies are on track to meet our 2008 target of $38 million.

— Data Center Insourcing: In July 2008, we successfully insourced our data center. We expect to begin realizing annualized cost savings of approximately $4.5 million in the fourth quarter of 2008. During the second quarter, the Company incurred approximately $1.0 million of additional expense associated with the redundant cost incurred in the insourcing of its data center.

— European Restructuring: The official opening of our facility in Poland in July 2008 marked a critical step in our efforts to improve the profit margin of our European clearing operations.

— SG&A: First half 2008 SG&A costs were $194.0 million, including $4.5 million of legal costs related to the News America lawsuit. Without these charges, SG&A was $189.5 million, down 1.6% compared to $192.6 million for the first half of 2007 on a pro forma basis (derived by adding $41.7 million of SG&A of ADVO, Inc. for the period of Jan. 1, 2007 through March 1, 2007 to the reported SG&A of $150.9 million.)

Driving Profitable Revenue Growth

— Cross-selling: We are pleased with our first half cross-selling successes and our ability to secure additional advertising dollars from our clients. We experienced a 9.0% increase in revenue among clients who purchased additional RedPlum products in the first half of 2008 versus the first half of 2007. We expect this momentum to build and positively impact future results.

— New Client: We are on track to meet our 2008 objective of 4000 new local clients by securing 2049 in the first half.

— Targeting System Launch: Since its April 2008 launch, Integrated Media Optimization (IMO) is gaining traction with clients. We have engaged in IMO planning for over 50 key accounts.

Liquidity

“With the sale and leaseback of our Windsor facilities, we have further strengthened our liquidity position. We will repay the $100 million of Secured Notes due in January 2009 out of existing cash and have no further liquidity events until 2014,” said Robert L. Recchia, Executive Vice President and Chief Financial Officer.

— Delayed Draw Term Loan: As previously announced, in April 2008 we closed on the delayed draw term loan portion of our Senior Secured Credit Facility which is priced at LIBOR plus 175 bps and the proceeds were used to pay the Senior Secured Convertible Notes that were put to Valassis in the amount of approximately $159.9 million in May 2008.

— Debt Repayment: As disclosed in June 2008, we consummated the sale and leaseback plan for our Windsor, Connecticut locations. The net cash proceeds for this sale were $28.8 million. The Company signed long-term leases on two of the three facilities. In July 2008, as required under our Senior Secured Credit Facility, we applied the net proceeds from the sale to repay a portion of the Company’s term loan B and delayed draw term loan portions of our Senior Secured Credit Facility. Since closing the ADVO acquisition, we have made $136.2 million in debt repayments under this facility.

Outlook

Based on current forecasts, Management expects increased adjusted EBITDA* of between $260 and $280 million as originally announced on Dec. 18, 2007. We expect low- to mid-single digit revenue growth in the second half of 2008. In 2008, we expect adjusted cash EPS* of between $2.14 and $2.39.

Business Segment Discussion

— Shared Mail: Shared Mail revenues for the second quarter were $350.4 million, up $1.4 million or 0.4%, from the prior year quarter. Excluding the impact of the elimination of the DAL and our continued business optimization efforts that have reduced the volume of packages distributed, revenue was up 2.2% compared to the prior year quarter. Segment profit for the quarter was $22.8 million, up $3.5 million, or 18.1%, from the prior year. Growth in segment profit was driven by lower distribution costs from continued business optimization efforts and operational efficiencies.

— Neighborhood Targeted Products: Revenues for the second quarter of 2008 were $108.3 million, down 9.9% compared to the prior year quarter. Segment profit for the quarter was $11.8 million, down 18.6% from the prior year quarter. Decreased client newspaper budgets associated with downward newspaper trends and the migration of Neighborhood Targeted business to Shared Mail contributed to segment results for the second quarter of 2008.

— Market Delivered Free-standing Inserts (FSI): Co-op FSI revenues for the second quarter of 2008 were $88.7 million, down 10.1% from the prior year quarter, due to the anticipated reduction in FSI pricing by a percentage in the low- to mid-single digits and a decrease in market share. The co-op FSI industry also experienced a unit decline of 4.2% for the quarter and was down about 1% for the first half. Management expects a slight increase in industry pages in the second half of 2008, as well as an increase in market share in the second half versus the first half of the year. FSI cost of goods sold was up for the quarter on a cost per thousand (CPM) basis. This segment experienced a loss of $2.4 million. Management also notes that to date, the test results for the FSI being delivered via Shared Mail are very positive.

— International, Digital Media & Services: Revenues for the quarter were $47.5 million, up 7.5% compared to the second quarter of 2007 due primarily to increased coupon clearing in the United States and the United Kingdom. Segment profit was $2.6 million, up 4.0% for the quarter and includes $0.8 million in charges related to our European restructuring. Restructuring charges of $0.5 million were incurred in the second quarter of 2007. Without these charges in either year, segment profit for the second quarter of 2008 would have been $3.4 million, up 17.2% from $2.9 million for the second quarter 2007. In addition, the Company incurred approximately $1.5 million of expense on new initiatives including redplum.com and its China initiative during the second quarter.

Segment Results Summary

Quarter Ended June 30,
Revenue by Segment (in millions) 2008 2007 % Change
Shared Mail $350.4 $349.0 0.4%
Neighborhood Targeted $108.3 $120.2 -9.9%
Free-standing Insert $88.7 $98.7 -10.1%
International, Digital
Media & Services (1) $47.5 $44.2 7.5%
Total Segment Revenue $594.9 $612.1 -2.8%



Quarter Ended June 30,
Segment Profit (in millions) 2008 2007 % Change
Shared Mail $22.8 $19.3 18.1%
Neighborhood Targeted $11.8 $14.5 -18.6%
Free-standing Insert ($2.4) $5.4 -144.4%
International, Digital
Media & Services (1) $2.6 $2.5 4.0%
Total Segment Profit $34.8 $41.7 -16.5%



(1) The segments previously known as International and Services and Household Targeted have been aggregated into one segment, International, Digital Media and Services, due to their immateriality versus the remaining segments. Also as of Jan. 1, 2008, the ADVO Canada business previously accounted for in the Shared Mail segment was merged into Valassis Canada and is now included in International, Digital Media and Services. Prior year pro forma revenue has been reclassified here for comparison purposes.

Non-GAAP Financial Measures

*We define adjusted EBITDA as earnings before net interest and other expenses, income taxes, depreciation, amortization, stock-based compensation expense associated with SFAS No. 123R and amortization of a client contract incentive. We define adjusted cash EPS as net earnings plus depreciation, amortization, stock-based compensation expense associated with SFAS No. 123R and amortization of a client contract incentive, less capital expenditures, divided by weighted shares outstanding. We define adjusted cash flow as earnings before depreciation, amortization, stock-based compensation expense and amortization of a client contract incentive less capital expenditures. Adjusted EBITDA, adjusted cash EPS and adjusted cash flow are non-GAAP financial measures commonly used by financial analysts, investors, rating agencies and other interested parties in evaluating companies, including marketing services companies. Accordingly, management believes that adjusted EBITDA, adjusted cash EPS and adjusted cash flow may be useful in assessing our operating performance and our ability to meet our debt service requirements. In addition, adjusted EBITDA is used by management to measure and analyze our operating performance and, along with other data, as our internal measure for setting annual operating budgets, assessing financial performance of business segments and as a performance criteria for incentive compensation. However, these non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as an alternative to, operating income, cash flow or other income or cash flow data prepared in accordance with GAAP. Some of these limitations are:

— adjusted EBITDA does not reflect our cash expenditures for capital equipment or other contractual commitments;

— although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements;

— adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

— adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness;

— adjusted EBITDA does not reflect income tax expense or the cash necessary to pay income taxes;

— adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations;

— management believes adjusted cash EPS is a better measure of the performance of the business than reported GAAP EPS. The primary reason for this is because depreciation and amortization charged against earnings to calculate GAAP EPS are expected to be in excess of capital expenditures by approximately $39.6 million in 2008;

— adjusted cash flow does not reflect the residual cash flow available for discretionary expenditures since certain non-discretionary expenditures are not deducted from the measure;

— other companies, including companies in our industry, may calculate these measures differently and as the number of differences in the way two different companies calculate these measures increases, the degree of their usefulness as a comparative measure correspondingly decreases.

Because of these limitations, adjusted EBITDA, adjusted cash EPS and adjusted cash flow should not be considered as measures of discretionary cash available to us to invest in the growth of our business or reduce indebtedness. We compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP financial measures only supplementally. Further important information regarding operating results and reconciliations of these non-GAAP financial measures to the most comparable GAAP measures can be found below.