Valassis Announces Financial Results for the Quarter Ended March 31, 2008

Another Strong Quarter; Momentum Continues

Valassis Announces Financial Results for the Quarter Ended March 31, 2008

LIVONIA, Mich., May 1 /PRNewswire-FirstCall/ -- Valassis NYSE: VCI today announced financial results for the first quarter ended March 31, 2008. We reported quarterly revenues of $597.1 million, up 65.3% compared to $361.3 million for the first quarter of 2007 (which excludes revenue for ADVO, Inc. for the period of Jan. 1, 2007 through March 1, 2007). Revenue increased 2.1% compared to pro forma revenue for the first quarter of 2007 of $584.8 million. This increase is due primarily to revenue growth in the Shared Mail segment. First quarter net earnings were $12.4 million, up 10.2% from $11.2 million in the first quarter of 2007. First quarter earnings per share (EPS) was $0.26, up from $0.23 in the first quarter of 2007. For the first quarter of 2008, adjusted EBITDA* was $63.2 million, up 47.0% from pro forma adjusted EBITDA* of $43.0 million for the first quarter of 2007.

"We are pleased with our performance, the third consecutive quarter of exceptional results in light of the difficult market conditions. This positive momentum is evidence of the strong strategic rationale behind our shared mail acquisition, our integration game plan and our outstanding execution of this plan. By focusing early on cost synergies and optimization of the shared mail business, we have significantly improved its cost structure and operating leverage. Our efforts in sales training and the launch of our new targeting system have set the stage for cross-selling and long- term profitable revenue growth starting in the second half of this year," said Alan F. Schultz, Valassis Chairman, President and Chief Executive Officer.

    Some additional highlights include:

    Continued Momentum in Cost Management
    -- Business Optimization:  We continue to make substantial improvements in
       the management of the shared mail business. Our optimization
       initiative, designed to reduce over-supply and deliver more profitable
       packages, has increased the profitability of the shared mail business
       and contributed significantly to our performance in the last three
       consecutive quarters. This initiative resulted in the elimination of 46
       million packages in the first quarter of 2008 versus the first quarter
       of the prior year. The revenue associated with this reduction in
       packages, combined with the revenue loss from the discontinuation of
       the detached address label in May 2007, represents a 3.9% revenue drag
       in the first quarter of 2008.
    -- Cost Synergies:  Cost synergies are on track to meet our 2008 target of
       $38 million.
    -- Integration:  Integration is near completion in all major functions of
       the company except IT systems, accounting and finance.


    Driving Profitable Revenue Growth
    -- Cross-selling: We are pleased with our ability to offer optimized
       solutions that blend shared mail and newspaper distribution.  In
       addition, we have secured planned incremental newspaper placement
       contracts from shared mail clients. We expect to realize most of this
       revenue beginning in the second half of 2008.
    -- New Clients:  We are on track to meet our 2008 objective of 4,000 new
       clients.
    -- Targeting System Launch: On April 1, 2008, we successfully launched and
       are actively field testing our proprietary targeting system, Integrated
       Media Optimization (IMO). IMO is designed to facilitate the cross-
       selling of all our products.


    Liquidity
    -- Delayed Draw Term Loan:  In April 2008, we successfully closed on the
       delayed draw term loan portion of our Senior Secured Credit Facility in
       an aggregate principal amount of $160 million. Pricing on the delayed
       draw term loan will be in line with the term loan B portion of our
       Senior Secured Credit Facility at LIBOR plus 1.75%.  As previously
       disclosed, the proceeds of the delayed draw term loan will primarily be
       used in connection with the anticipated exercise of put rights by the
       holders of Valassis' Senior Secured Convertible Notes due 2033 on May
       22, 2008.
    -- 2009 Secured Notes: We expect to repay the 6 5/8% 2009 Secured Notes
       which mature in January 2009 through a combination of cash, any excess
       proceeds from the delayed draw term loan and borrowings on the
       revolving portion of our Senior Secured Credit Facility which is
       currently priced at LIBOR plus 2.25%. Based on certain ratio covenants
       contained in our Senior Secured Credit Facility, we expect pricing to
       ratchet down to LIBOR plus 2.00% in the next six to 12 months.

"Once the 2009 Notes are repaid, we will have no scheduled liquidity events until 2014, and we will strive to achieve investment grade status far before that time. We are comfortable with our current strong liquidity position including $93.5 million in cash and cash equivalents at quarter end, a $120 million revolver and expected adjusted cash flow* of approximately $103 million to $116 million in 2008," said Robert L. Recchia, Executive Vice President and Chief Financial Officer.

Outlook

Management reiterates the financial guidance for 2008, expecting increased adjusted EBITDA* of between $260 and $280 million. Based on the first quarter results and the current outlook, Management noted that it expects results to lean toward the upper half of this range. We expect low-to mid-single digit revenue growth in the second half of 2008. Full-year 2007 pro forma revenue was $2,465.6 million, which includes January and February 2007 revenue from ADVO of $223.4 million. In 2008, we expect adjusted cash EPS* of between $2.14 and $2.39.

    Other considerations for 2008 are as follows:

      -- Capital Expenditures: Capital expenditures during the first quarter
         of 2008 were $9.0 million, on track with our 2008 guidance of $35
         million or less.
      -- Paper: Management reiterated that paper pricing continues to have a
         negative impact on the Shared Mail Wrap and the Free-standing Insert
         (FSI) as we will not be able to pass along those increases to
         clients.
      -- Macroeconomic Environment: While we do not expect economic factors to
         impact our guidance, marketing budgets continue to be tight. However,
         we are beginning to see a shift to value-oriented media such as ours.


    Business Segment Discussion

    -- Shared Mail:  Shared Mail revenues for the first quarter of 2008 were
       $356.3 million, up $23.8 million or 7.2% compared to pro forma first
       quarter of 2007.  Growth from key national retailers, improved sell-
       through of the RedPlum Wrap, new client acquisition, and reduced client
       credits all contributed to the overall revenue growth for the quarter.
       Segment profit for the quarter was $30.9 million, up $25.6 million from
       the prior year first quarter which represented results beginning with
       the acquisition date of March 2, 2007.  In addition to revenue growth,
       reductions in both variable and fixed expenses from our business
       optimization efforts and realized cost synergies contributed to the
       improvement in segment profit.  Beginning on Jan. 1, 2008, the Canadian
       business previously accounted for in this segment became part of the
       new International, Digital Media and Services segment discussed below.
       As a result, first quarter 2007 pro forma revenue of $3.1 million has
       been reclassified from this segment to the new segment for comparison
       purposes.

    -- Neighborhood Targeted Products: Revenues for the first quarter of 2008
       were $100.2 million, flat compared to the prior year quarter. Segment
       profit for the quarter was $11.1 million, up 0.9% from the first
       quarter of 2007.  Revenue was negatively affected as some of the
       Neighborhood Targeted business migrated to the Shared Mail higher
       margin business.  This approximate 3% reduction is in line with average
       newspaper circulation declines in the first quarter of 2008.

    -- Market Delivered Free-standing Inserts (FSI): Co-op FSI revenues for
       the first quarter of 2008 were $98.6 million, down 10.0% from the first
       quarter of 2007, due to the anticipated reduction in FSI pricing of
       low- to mid-single digits and a decrease in market share. Management
       expects that market share will improve in the second half of 2008. Unit
       growth in the co-op FSI industry was up 2.5%.  FSI cost of goods sold
       was up for the quarter on a cost per thousand (CPM) basis.  Segment
       profit was $2.0 million, down 79.6% from the first quarter of 2007.
       Management has also realigned this segment's sales structure and has
       appointed new FSI sales leadership.

    -- International, Digital Media & Services:  Due to their sizes in
       relation to other segments, we have combined the segments previously
       known as International and Services and Household Targeted into one
       segment - International, Digital Media & Services. This segment is the
       aggregation of all other lines of business not included in the separate
       reportable segments, including NCH, international, direct mail, VRMS,
       security services, interactive and in-store. Total first quarter 2008
       revenues for the newly combined segments were $42.0 million, flat
       compared to the first quarter of 2007.  This segment experienced a $1.8
       million loss for the quarter primarily due to charges related to our
       Interactive initiative and European restructuring. Without these
       charges, segment profit would have been $0.2 million. Segment profit
       for the first quarter of 2007 was $1.7 million.



    Segment Results Summary

                                            Quarter Ended March 31,
    Revenue by Segment (in millions)           2008        2007     % Change

        Shared Mail (1)                       $356.3      $332.5        7.2%
        Neighborhood Targeted                 $100.2      $100.5       -0.3%
        Free-standing Insert                   $98.6      $109.6      -10.0%
        International, Digital Media &
         Services (2)                          $42.0       $42.2       -0.5%
    Total Segment Revenue                     $597.1      $584.8        2.1%


                                            Quarter Ended March 31,
    Segment Profit (in millions)               2008        2007     % Change

        Shared Mail (1)                        $30.9        $5.3      483.0%
        Neighborhood Targeted                  $11.1       $11.0        0.9%
        Free-standing Insert                    $2.0        $9.8      -79.6%
        International, Digital Media &
         Services (2)                          ($1.8)       $1.7     -205.9%
    Total Segment Profit                       $42.2       $27.8       51.8%


    (1) Valassis acquired ADVO on March 2, 2007.  Prior year revenue includes
        results from Jan. 1, 2007 and is given for comparison purposes only
        and is not included in our reported results.  Segment profit for 2007
        represents only those results since the acquisition date of March 2,
        2007.
    (2) 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.




    2008 Guidance: Projected Adjusted Cash Flow and Adjusted EPS
Reconciliation*:

            Plan                                 Low End         High End
                                             ($ in millions)  ($ in millions)

    Net Earnings                                  $53.5            $65.9
    Add back non-cash items:
      Depreciation                                 65.0             65.0
      Amortization                                  9.6              9.6
      FAS123r expense                               7.7              7.7
      Contract incentive amortization               2.4              2.4

    Less:
      Capital Expenditures                        (35.0)           (35.0)
    Adjusted Cash Flow*                          $103.2           $115.6
    Weighted Shares Outstanding                  48,331           48,331
    Adjusted Cash EPS*                            $2.14            $2.39

    * Does not include an approximate $15 million recapture tax because it is
      a non-recurring charge related to the Senior Convertible Notes expected
      to be put to us in May 2008.



    2008 Guidance: Projected Adjusted EBITDA Reconciliation:

            Plan                                 Low End         High End
                                             ($ in millions)  ($ in millions)

    Net Earnings                                  $53.5            $65.9
    Add back:
      Interest and other, net                      89.1             89.1
      Income taxes                                 32.7             40.3
      Depreciation and amortization                74.6             74.6
    EBITDA                                       $249.9           $269.9

    Add back:
      FAS123r expense                               7.7              7.7
      Contract incentive amortization               2.4              2.4
    Adjusted EBITDA                              $260.0           $280.0



     Reconciliation of Adjusted EBITDA to Net Earnings and Cash Flow from
                                  Operations
                         Quarter Ended March 31, 2008
                            (dollars in thousands)

                                                  Three Months   Three Months
                                                     Ended           Ended
                                                    Mar. 31,        Mar. 31,
                                                      2008            2007


    Net Earnings - GAAP                              $12,382

      plus: Income taxes                               7,798
            Interest and other expense, net           22,059
            Depreciation and amortization             17,638

    EBITDA                                           $59,877

            Stock-based compensation expense
             (SFAS No. 123R)                           1,456
            Amortization of customer contract
             incentive                                 1,215
            Restructuring costs                          637

    Adjusted EBITDA                                  $63,185      $42,985 (1)

            Interest and other expense, net         $(22,059)
            Income taxes                             $(7,798)
            Restructuring costs, cash                  $(637)
            Changes in operating assets and
             liabilities                            $(29,290)
    Cash Flow from Operations                         $3,401


    (1) Represents agreed upon adjusted EBITDA amount with the lenders under
        our senior secured credit facility, as set forth in our credit
        agreement, dated March 2, 2007, which is included as an exhibit to our
        Current Report on Form 8-K filed with the Securities and Exchange
        Commission on March 8, 2007.

Conference Call Information

Valassis will hold an investor call today to discuss its first-quarter 2008 results at 11 a.m. (EDT). The call-in number is (800) 218-4007. The call will simulcast on Valassis' Web site, at http://www.valassis.com, and replay through May 14, 2008 at (800) 405-2236, pass code 11102665. This earnings release and the webcast will be archived on Valassis' Web site under "Investor."

About Valassis

Valassis is one of the nation's leading media, marketing services companies, offering unparalleled reach and scale to more than 15,000 advertisers. Its RedPlum media portfolio delivers value on a weekly basis to over 100 million shoppers across a multi-media platform - in-home, in-store and in-motion. Through its newest offering - redplum.com - consumers will find compelling national and local deals online. Headquartered in Livonia, Michigan with approximately 7,000 associates in 28 states and nine countries, Valassis is widely recognized for its associate and corporate citizenship programs, including its America's Looking for Its Missing Children(R) program. Valassis companies include Valassis Direct Mail, Inc., Valassis Canada, Promotion Watch, Valassis Relationship Marketing Systems, LLC and NCH Marketing Services, Inc. For more information, visit http://www.valassis.com or http://www.redplum.com.

Safe Harbor and Forward-Looking Statements

Certain statements found in this document 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: price competition from the Company's existing competitors; new competitors in any of the Company's businesses; a shift in client preference for different promotional materials, strategies or coupon delivery methods; an unforeseen increase in the Company's paper or postal costs; changes which affect the businesses of the Company's clients and lead to reduced sales promotion spending; challenges and costs of achieving synergies and cost savings in connection with the ADVO acquisition and integrating ADVO's operations may be greater than expected; the Company's substantial indebtedness, and its ability to incur additional indebtedness, may affect the Company's financial health; certain covenants in the Company's debt documents could adversely restrict the Company's financial and operating flexibility; fluctuations in the amount, timing, pages, weight and kinds of advertising pieces from period to period, due to a change in the Company's clients' promotional needs, inventories and other factors; the Company's failure to attract and retain qualified personnel may affect its business and results of operations; a rise in interest rates could increase the Company's borrowing costs; the outcome of ADVO's pending shareholder lawsuits; possible governmental regulation or litigation affecting aspects of the Company's business; and general economic conditions, whether nationally or in the market areas in which the Company conducts its business, may be less favorable than expected. These and other risks and uncertainties related to the Company's business are described in greater detail in its filings with the United States Securities and Exchange Commission, including the Company's reports on Forms 10-K and 10-Q, and the foregoing information should be read in conjunction with these filings. 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.



                        VALASSIS COMMUNICATIONS, INC.
                         Consolidated Balance Sheets
                            (dollars in thousands)

    Assets                                             Mar. 31,     Dec. 31,
                                                         2008         2007

    Current assets:

        Cash and cash equivalents                       $93,482     $125,239
        Auction-rate securities                               -            -
        Accounts receivable                             460,522      515,490
        Inventories                                      50,109       43,591
        Refundable income taxes                               -        6,553
        Other                                            24,765       19,379

            Total current assets                        628,878      710,252

    Property, plant and equipment, at cost              515,042      506,383

        Less accumulated depreciation                  (217,090)    (201,832)

        Net property, plant and equipment               297,952      304,551

    Intangible assets                                 1,228,056    1,229,124

        Less accumulated amortization                   (85,501)     (83,195)

        Net intangible assets                         1,142,555    1,145,929

    Investments                                           6,836        7,159

    Other assets                                         25,783       22,562

            Total assets                             $2,102,004   $2,190,453



                        VALASSIS COMMUNICATIONS, INC.
                    Consolidated Balance Sheets, Continued
                            (dollars in thousands)

    Liabilities and Stockholders' Equity              Mar. 31,       Dec. 31,
                                                        2008           2007

    Current liabilities:

        Current portion, long-term debt              $105,874        $30,900
        Accounts payable and accruals                 383,375        462,410
        Progress billings                              39,129         45,616
        Income taxes payable                            3,981              -
        Deferred income taxes                           3,464          2,470

              Total current liabilities               535,823        541,396

    Long-term debt                                  1,178,200      1,279,640
    Other liabilities                                  46,317         29,026
    Deferred income taxes                             122,480        120,500

    Stockholders' equity:

        Common stock                                      635            634
        Additional paid-in capital                     52,907         51,482
        Retained earnings                             704,645        692,263
        Treasury stock                               (520,227)      (520,227)
        Accumulated other comprehensive
         gain (loss)                                  (18,776)        (4,261)

              Total stockholders' equity              219,184        219,891

    Total liabilities and stockholders' equity     $2,102,004     $2,190,453



                        VALASSIS COMMUNICATIONS, INC.
                    Consolidated Statements of Operations
                (dollars in thousands, except per share data)

                                                Quarter    Quarter
                                                Ended      Ended
                                                Mar. 31,   Mar. 31,      %
                                                2008       2007        Change

    Revenue                                    $597,081   $361,304    + 65.3%

    Costs and expenses:
        Costs of products sold                  455,357    279,017    + 63.2%
        Selling, general and administrative      97,179     54,526    + 78.2%
        Amortization                              2,306        908   + 154.0%

            Total costs and expenses            554,842    334,451    + 65.9%

    Operating income                             42,239     26,853    + 57.3%

    Other expenses and income:
        Interest expense                         23,905     10,619   + 125.1%
        Other income                             (1,846)    (2,178)   - 15.2%
            Total other expenses                 22,059      8,441   + 161.3%

    Earnings before income taxes                 20,180     18,412     + 9.6%

    Income taxes                                  7,798      7,179     + 8.6%


    Net earnings                                $12,382    $11,233    + 10.2%

    Net earnings per common share, diluted        $0.26      $0.23    + 13.0%

    Weighted average shares outstanding,
     diluted                                     47,933     47,850     + 0.2%


    Supplementary Data
        Amortization                             $2,306       $908
        Depreciation                             15,332      6,498
        Capital expenditures                      9,022      5,615

Website: http://www.valassis.com/




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