Valassis Reports an Increase in Net Earnings of $19 Million and an Increase in Adjusted EBITDA* of $29 Million for the Third Quarter Ended September 30, 2009

Valassis Reports an Increase in Net Earnings of $19 Million and an Increase in
Adjusted EBITDA* of $29 Million for the Third Quarter Ended September 30, 2009
Raises 2009 Adjusted EBITDA* Guidance to be Between $255 and $265 Million From
$245 Million

LIVONIA, Mich., Oct. 29 /PRNewswire-FirstCall/ -- Valassis (NYSE: VCI) today
announced financial results for the third quarter ended Sept. 30, 2009. We
reported quarterly revenue of $544.1 million, a decrease of 3.5% from $563.7
million for the prior year quarter. The quarterly revenue decline would have
been 2.8% excluding revenue of $3.8 million from divested and discontinued
businesses in the prior year quarter. Third-quarter net earnings was $13.8
million compared to a loss of $5.2 million for the prior year quarter.
Earnings per share (EPS) for the quarter was $0.28 compared to a loss of $0.11
for the prior year quarter. Net earnings for the quarter includes non-cash
interest expense of $2.8 million ($1.7 million net of taxes), or $0.04 per
share, related to the fair value of the interest rate swap contracts. For the
third quarter of 2009, adjusted EBITDA* was $63.9 million, an increase of
82.0% compared to $35.1 million for the prior year quarter.

"We continue to outperform most media companies and are beginning to see signs
of revenue stability," said Alan F. Schultz, Valassis Chairman, President and
Chief Executive Officer. "Evidenced by a growing body of research, there is a
permanent change in the mindset of today's shopper. We believe this
deal-seeking lifestyle is a long-term phenomenon which favors our
value-oriented media."

Some additional highlights include:
-- Cost Management: Our cost management plan continues to be on track
for
2009. Third-quarter 2009 selling, general and administrative (SG&A)
costs were $90.7 million, which includes $2.5 million (an $0.8 million
increase) in legal costs related to the News America lawsuits and a
$3.9
million increase in incentive-based compensation, including option
expense, compared to prior year quarter SG&A costs of $93.9 million.
-- Capital Expenditures: Capital expenditures for the third quarter of
2009
were $4.9 million, and we expect full-year 2009 expenditures of
approximately $20 million.
-- Liquidity: Third-quarter 2009 cash flows from operating activities was
$14.0 million with a decrease in debt of $40.9 million. Year to date,
we have paid down $150.1 million in debt. As of Sept. 30, 2009, our
net
debt position was $941.6 million. During the quarter, we completed
four
"modified Dutch" auctions in which we repurchased and retired $39.3
million of our outstanding term loan B and delayed draw term loans
under
our senior secured credit facility at an average discount of 2.6% to
par
resulting in an after-tax net gain of $0.4 million.
-- Interest Expense: Cash interest expense for the quarter was $19.3
million compared to $23.0 million for the prior year quarter, a
decrease
of 16.1%. Total interest expense for the third quarter decreased by
$0.8
million from the prior year quarter and includes $2.8 million of
non-cash interest expense related to the fair value of the interest
rate
swap contracts.
-- News America Lawsuits: As announced on July 23, 2009, a Wayne County
Circuit Court jury awarded Valassis $300 million for compensatory
damages in the first of three lawsuits against News America
Incorporated
("News America"). This award accumulates interest on a compounding
basis beginning March 9, 2007. Our Federal trial against News America
is
scheduled for Feb. 2, 2010 in the U.S. District Court, Eastern
District
of Michigan.

-- Settlement of (ADVO) Shareholder Lawsuit: On Oct. 28, 2009, the
parties
to the securities class action Kelleher v. ADVO, Inc. et al. entered
into an agreement providing for the settlement of the action and filed
papers seeking preliminary approval of the settlement agreement in the
U.S. District Court for the District of Connecticut. The settlement
is
subject to approval by the court, and the settlement amount of $12.5
million will be paid from the proceeds of ADVO's directors and
officers'
insurance policy, with no adverse impact to our financial statements.
The complaint alleged that certain former ADVO executives, who left
the
company at the time of the ADVO merger, made false and misleading
statements concerning ADVO's business and financial results in
connection with the proposed merger with Valassis.

Outlook
Given our current outlook and assuming no increased volatility in marketers'
ad spend, we are increasing full-year 2009 adjusted EBITDA* guidance to be
between $255 million and $265 million from $245 million. We expect to provide
full-year 2010 guidance in December 2009.

"We are once again raising guidance as our employees' continued cost
management and optimization efforts have exceeded our expectations," said
Robert L. Recchia, Valassis Executive Vice President and Chief Financial
Officer. "As we begin to see signs of revenue stabilizing, we believe that our
cost structure positions us well for earnings growth as we enter 2010."

Business Segment Discussion
-- Shared Mail: Revenue for the third quarter of 2009 was $319.5
million,
down 2.3% compared to the prior year quarter primarily resulting from
a
reduction in unprofitable packages. Segment profit for the quarter was
$29.6 million, up 124.2% compared to the prior year quarter due to
effective cost management, including package optimization efforts,
newspaper alliances and SG&A reductions.
-- Neighborhood Targeted Products: Revenue for the third quarter of 2009
was $92.0 million, down 14.0% compared to the prior year quarter
revenue
of $107.0 million. Preprints revenue remained strong and was up for
the
quarter as a result of our cross-selling efforts. Run-of-Press
revenue
was down related to reduced client ad spend within the wireless and
financial verticals. Revenue in Sampling was down due to its cyclical
nature. Segment profit for the quarter was $3.9 million, down 22.0%
compared to $5.0 million for the prior year quarter. The decline in
segment profit for the quarter was due primarily to the decline in
revenue.
-- Free-standing Inserts (FSI): Revenue for the third quarter of 2009
was
$92.6 million, up 1.3% compared to the prior year quarter. This was
due
to an industry unit volume increase of approximately 3.4% as the FSI
continues to be an important medium for marketers who need to reach
deal-seeking consumers. Segment profit for the quarter was $2.3
million, compared to $0.2 million in the prior year quarter due to
increased unit volume and reduced costs. Management noted that our
profit improvement in the FSI segment is primarily due to our cost
management efforts. At the same time, the FSI business remains
dramatically depressed from historical levels due to the unfair tying,
bundling and leveraging of in-store products into FSI negotiations by
our competitor, News America, as the jury unanimously found in our
recent lawsuit against News America.

-- International, Digital Media & Services: Revenue for the third
quarter
was $40.0 million, up 4.4% compared to the prior year quarter.
Excluding revenue from previously announced divested and discontinued
operations of $3.8 million and a $0.9 million impact of currency
fluctuations, revenue was up 18.6% compared to the prior year quarter.
Segment profit for the quarter was $6.9 million compared to a loss of
$4.0 million in the prior year quarter due primarily to the increase
in
U.S. coupon clearing volume and the discontinuance of underperforming
businesses. According to NCH Marketing Services, Inc. (our
coupon-processing and analytics subsidiary), year-to-date reports show
consumer packaged goods coupon distribution up 11% and coupon
redemption
up 23% compared to the same period last year.

Segment Results Summary

Quarter Ended
Sept. 30,
Segment Revenue ($ in millions) 2009 2008 % Change
--------
Shared Mail $319.5 $327.0 -2.3%
------ ------ ----
Neighborhood Targeted $92.0 $107.0 -14.0%
----- ------ -----
Free-standing Inserts $92.6 $91.4 1.3%
----- ----- ---
International, Digital Media &
Services $40.0 $38.3 4.4%
----- ----- ---
Total Segment Revenue $544.1 $563.7 -3.5%
------ ------ ----

Quarter Ended
Sept. 30,
Segment Profit ($ in millions) 2009 2008 % Change
--------
Shared Mail $29.6 $13.2 124.2%
----- ----- -----
Neighborhood Targeted $3.9 $5.0 -22.0%
---- ---- -----
Free-standing Inserts $2.3 $0.2 1,050.0%
---- ---- --------
International, Digital Media &
Services $6.9 ($4.0) N/A
---- ----- ---
Total Segment Profit $42.7 $14.4 196.5%
----- ----- -----

Conference Call Information
We will hold an investor call today to discuss our third-quarter 2009 results
at 11 a.m. (ET). The call-in number is (877) 941-2332 (please reference
conference #4148870). The call will be simulcast on our Web site at
http://www.valassis.com and a telephonic replay of the call will be available
through Nov. 12, 2009 at (800) 406-7325, pass code 4148870. This earnings
release and the webcast will be archived on our Web site under "Investor."

Non-GAAP Financial Measures
*We define adjusted EBITDA as earnings before net interest expense, other
non-cash expenses (income), net, income taxes, depreciation, amortization,
stock-based compensation expense associated with SFAS No. 123R, non-recurring
restructuring and severance costs and amortization of a client contract
incentive. Adjusted EBITDA is a non-GAAP financial measure 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 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,
this non-GAAP financial measure has limitations as an analytical tool 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; and

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

Because of these limitations, adjusted EBITDA should not be considered as a
measure 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 this non-GAAP financial
measure only supplementally. Further important information regarding
operating results and reconciliations of this non-GAAP financial measure to
the most comparable GAAP measures can be found below.

Reconciliation of Full-year 2009 Adjusted EBITDA Guidance to Full-year 2009
Net Earnings Guidance:

Revised Full-year 2009
Guidance
($in millions)
Low End High End
--------------------------
Net Earnings $64.8 $71.0
------------ ----- -----
plus: Interest expense, net* 86.1 86.1
Income taxes 39.7 43.5
Depreciation and amortization 66.8 66.8
less: Other non-cash income (14.5) (14.5)

EBITDA $242.9 $252.9

plus: FAS123r expense 7.7 7.7
Non-recurring
restructuring/severance 4.4 4.4
------------------------ --- ---
Adjusted EBITDA $255.0 $265.0
--------------- ------ ------

* does not include any effect related to the fair value of interest rate
swaps for the fourth quarter of 2009

Reconciliation of Adjusted EBITDA to Net Earnings and Cash Flows
from Operating Activities
(dollars in thousands)
Unaudited

Three Months Ended
September 30,
---------------------------
2009 2008
------------ --------------

Net Earnings (Loss) - GAAP $13,800 $(5,203)
============= =============

plus: Income taxes (benefit) 7,582 (3,682)
Interest expense, net 23,085 23,193
Depreciation and amortization 16,958 17,332
less: Other non-cash (income)
expenses, net (1,791) 120
-------------- ------------
EBITDA $59,634 $31,760

Stock-based compensation
expense 2,804 1,934
Restructuring costs / severance 1,464 1,422
-------------- ------------

Adjusted EBITDA $63,902 $35,116
-------------- ------------

Interest expense, net (23,085) (23,193)
Income taxes (7,582) 3,682
Restructuring costs, cash (1,464) (415)
Changes in operating assets and
liabilities (17,811) (31,487)
-------------- ------------

Cash Flows from Operating Activities $13,960 $(16,297)
============= =============

Nine Months Ended
September 30,
----------------------------
2009 2008
------------- --------------
Net Earnings - GAAP $42,776 $12,352
============= ==============
plus: Income taxes 25,90 27,970
Interest expense, net 65,710 73,173
Depreciation and amortization 52,025 52,155
less: Other non-cash income, net (13,252) (2,047)
------------- --------------

EBITDA $173,161 $143,600

Stock-based compensation expense 5,572 5,363
Amortization of customer
contract incentive - 2,430
Restructuring costs / severance 4,020 2,869
------------- --------------
Adjusted EBITDA $182,753 $154,265
------------- --------------

Interest expense, net (65,710) (73,173)
Income taxes (25,902) (7,970)
Restructuring costs, cash (4,020) (1,862)
Changes in operating assets and
liabilities 50,235 (6,522)
------------- --------------
Cash Flows from Operating Activities $137,356 $64,738
============= ==============

About Valassis
Valassis is one of the nation's leading media and 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 interactive 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 eight countries,
Valassis is widely recognized for its associate and corporate citizenship
programs, including its America's Looking for Its Missing Children® 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 our actual results,
performance or achievements 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 our existing competitors; new competitors in any of our
businesses; a shift in client preference for different promotional materials,
strategies or coupon delivery methods, including, without limitation, as a
result of declines in newspaper circulation; an unforeseen increase in paper
or postal costs; changes which affect the businesses of our clients and lead
to reduced sales promotion spending, including, without limitation, a decrease
of marketing budgets which are generally discretionary in nature and easier to
reduce in the short-term than other expenses; our substantial indebtedness,
and ability to refinance such indebtedness, if necessary, and our ability to
incur additional indebtedness, may affect our financial health; the financial
condition, including bankruptcies, of our clients, suppliers, senior secured
credit facility lenders or other counterparties; our ability to comply with or
obtain modifications or waivers of the financial covenants contained in our
debt documents; certain covenants in our debt documents could adversely
restrict our financial and operating flexibility; ongoing disruptions in the
credit markets that make it difficult for companies to secure financing;
fluctuations in the amount, timing, pages, weight and kinds of advertising
pieces from period to period, due to a change in our clients' promotional
needs, inventories and other factors; our failure to attract and retain
qualified personnel may affect our business and results of operations; a rise
in interest rates could increase our borrowing costs; we may be required to
recognize additional impairment charges against goodwill and intangible assets
in the future; court approval of the settlement agreement among the parties to
the pending ADVO securities class action lawsuit; our current litigation with
News America Incorporated may be costly and divert management's attention;
possible governmental regulation or litigation affecting aspects of our
business; the credit and liquidity crisis in the financial markets could
continue to affect our results of operations and financial condition;
reductions of our credit ratings may have an adverse impact on our business;
counterparties to our secured credit facility and interest rate swaps may not
be able to fulfill their obligations due to disruptions in the global credit
markets; uncertainty in the application and interpretation of applicable state
sales tax laws may expose us to additional sales tax liability; and general
economic conditions, whether nationally, internationally, or in the market
areas in which we conduct our business, including the adverse impact of the
ongoing economic downturn on the marketing expenditures and activities of our
clients and prospective clients as well as our vendors, with whom we rely on
to provide us with quality materials at the right prices and in a timely
manner. These and other risks and uncertainties related to our business are
described in greater detail in our filings with the United States Securities
and Exchange Commission, including our reports on Forms 10-K and 10-Q and the
foregoing information should be read in conjunction with these filings. We
disclaim 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)
Unaudited

Assets Sept. 30, Dec. 31,
2009 2008
------------- -------------
Current assets:

Cash and cash equivalents $110,865 $126,556
Accounts receivable 416,046 479,749
Inventories 34,324 48,173
Refundable income taxes 23,434 15,509
Deferred income taxes 1,731 1,879
Other 25,820 31,235
------------- -------------

Total current assets 612,220 703,101

Property, plant and equipment, at cost 495,199 484,765

Less accumulated depreciation (290,271) (250,828)
------------- -------------

Net property, plant and equipment 204,928 233,937

Intangible assets, net 882,106 892,422

Investments 2,481 2,555

Other assets 19,458 21,166
------------- -------------

Total assets $1,721,193 $1,853,181
============= =============

More tables to follow . . .

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

Liabilities and Stockholders' Equity Sept. 30, Dec. 31,
2009 2008
------------ ------------
Current liabilities:

Current portion, long-term debt $6,197 $90,855
Accounts payable and accruals 406,091 440,214
Progress billings 40,306 44,539
------------ ------------

Total current liabilities 452,594 575,608

Long-term debt 1,046,229 1,111,712
Other liabilities 59,192 66,029
Deferred income taxes 99,639 94,418

Stockholders' equity:

Common stock 636 635
Additional paid-in capital 93,425 87,305
Retained earnings 498,739 455,963
Treasury stock (520,170) (520,170)
Accumulated other comprehensive
loss (9,091) (18,319)
------------ ------------

Total stockholders' equity 63,539 5,414
------------ ------------
Total liabilities and stockholders'
equity $1,721,193 $1,853,181
============ ============

More tables to follow . . .

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

Three Months Ended
Sept. 30,
--------------------- %
2009 2008 Change
----------------------------------

Revenue $544,064 $563,651 - 3.5%

Costs and expenses:
Costs of products sold 407,572 453,045 - 10.0%
Selling, general and
administrative 90,660 93,872 - 3.4%
Amortization 3,156 2,306 + 36.9%
---------- ----------- -----------

Total costs and
expenses 501,388 549,223 - 8.7%

Operating income 42,676 14,428 + 195.8%

Other expenses and income:
Interest expense 23,172 23,948 - 3.2%
Interest income (87) (755) - 88.5%
Other (income) and expenses (1,791) 120 + 1592.5%
---------- ----------- -----------
Total other expenses
and income 21,294 23,313 - 8.7%

Earnings (loss) before income taxes 21,382 (8,885) N/A

Income taxes (benefit) 7,582 (3,682) N/A
---------- -----------

Net earnings (loss) $13,800 $(5,203) N/A
========== =========== ===========

Net earnings (loss) per common
share, diluted $0.28 $(0.11) N/A

Weighted average shares outstanding,
diluted 49,586 47,875 + 3.6%

Supplementary Data
Amortization $3,156 $2,306
Depreciation 13,802 15,026
Capital expenditures 4,862 3,699

More tables to follow . . .

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

Nine Months Ended
Sept. 30,
------------------------ %
2009 2008 Change
--------------------------------------
Revenue $1,639,256 $1,755,657 - 6.6%

Costs and expenses:
Costs of products sold 1,245,105 1,369,372 - 9.1%
Selling, general and
Administrative 263,547 287,920 - 8.5%
Amortization 9,468 6,917 + 36.9%
----------- ---------- ---------

Total costs and expenses 1,518,120 1,664,209 - 8.8%

Operating income 121,136 91,448 + 32.5%

Other expenses and income:
Interest expense 66,201 75,296 - 12.1%
Interest income (491) (2,123) - 76.9%
Other (income) and
expenses (13,252) (2,047) + 547.4%
----------- ---------- ---------
Total other expenses and
income 52,458 71,126 - 26.2%

Earnings before income taxes 68,678 20,322 + 237.9%

Income taxes 25,902 7,970 + 225.0%
----------- ---------- ---------

Net earnings $42,776 $12,352 + 246.3%
=========== ========== =========

Net earnings per common share,
diluted $0.87 $0.26 + 234.6%

Weighted average shares outstanding,
diluted 49,343 47,995 + 2.8%

Supplementary Data
Amortization $9,468 $6,917
Depreciation 42,557 45,238
Capital expenditures 13,505 19,395

SOURCE Valassis

Mary Broaddus of Valassis, +1-734-591-7375, broaddusm@valassis.com