LIVONIA, Mich., April 25, 2013 /PRNewswire/ -- Valassis (NYSE: VCI) today announced financial results for the first quarter ended March 31, 2013. First-quarter 2013 revenues were $482.5 million, a decrease of 7.0% from $518.6 million in the prior year quarter. This decrease was due primarily to an anticipated decline in revenues in the Neighborhood Targeted segment resulting from the change in certain client contracts to a fee-based media placement model. Increased revenues in our Free-standing Inserts (FSI) segment partially offset the decline.

First-quarter 2013 net earnings were $21.7 million, a decrease of 17.8% from $26.4 million in the prior year quarter. First-quarter 2013 diluted earnings per share (EPS) was $0.54, a decrease of 10.0% from $0.60 in the prior year quarter. First-quarter 2013 adjusted EBITDA* was $58.0 million, a decrease of 13.4% from $67.0 million in the prior year quarter.

"We are focused on improving execution, growing our share and achieving top and bottom-line growth," said Rob Mason, Valassis President and Chief Executive Officer. "I am confident that we are taking the necessary steps to expedite our progress and expect to see positive results from our efforts in the second half of the year."

Some additional highlights include:


    --  Selling, General and Administrative (SG&A) Costs: First-quarter 2013
        SG&A costs were $76.3 million, down 1.7% compared to the prior year
        quarter SG&A costs.
    --  Capital Expenditures: Capital expenditures for first-quarter 2013 were
        $3.3 million.
    --  Stock Repurchases: During first-quarter 2013, we repurchased $21.2
        million, or 725,512 shares, of our common stock at an average price of
        $29.18 per share under our stock repurchase program.
    --  Liquidity:
        --  We reduced total debt by $3.8 million during first-quarter 2013, and
            we ended the quarter with net debt (total debt less cash) of $486.6
            million.
        --  At March 31, 2013, we had $97.2 million in cash.

Outlook
Based on our overall outlook, we are revising our full-year 2013 diluted earnings per share (EPS) and adjusted EBITDA(*) guidance as follows:


    --  diluted earnings per share (EPS) of between $3.05 and $3.20 (previously
        $3.50), and
    --  adjusted EBITDA(*) of between $290.0 million and $300.0 million
        (previously approximately $315.0 million).

We reiterate our guidance for capital expenditures of approximately $25 million.

2013 Planned Uses of Cash:


    --  Stock repurchase plan: We assume the use of approximately 35-40% of free
        cash flow(*) for continued stock repurchases during 2013. Our stock
        repurchase program does not obligate us to acquire any particular amount
        of shares of common stock, and may be modified or suspended at any time
        at our discretion.
    --  Quarterly dividend: In December 2012, the Board approved a cash dividend
        policy pursuant to which Valassis intends to pay a quarterly cash
        dividend to holders of its common stock. The dividend for the quarter
        ended March 31, 2013 was $0.31 per share of common stock. Valassis may
        modify, suspend or discontinue the dividend policy at any time at its
        discretion.

Business Segment Discussion


    --  Shared Mail:  Revenues for the first quarter of 2013 were $327.1
        million, down 0.3% compared to the prior year quarter. Segment profit
        for the quarter was $38.9 million, a decrease of 8.3% compared to the
        prior year quarter. The decline in segment profit was driven primarily
        by reduced wrap revenue and the shifting of product mix to lower margin
        products.

    --  Free-standing Inserts (FSI):  Revenues for the first quarter of 2013
        were $85.7 million, an increase of 12.3% compared to the prior year
        quarter. Segment profit for the quarter was $11.1 million, an increase
        of 105.6% compared to the prior year quarter. Segment results for the
        quarter were positively impacted by an increase in page volume, improved
        gross margin and market share gains.

    --  Neighborhood Targeted:  Revenues for the first quarter of 2013 were
        $23.3 million, a decrease of 67.7% compared to the prior year quarter,
        primarily due to the change in certain client contracts to a  fee-based 
        media placement model.  Segment loss for the quarter was $4.4 million
        compared to segment loss in the prior year quarter of $1.6 million, due
        primarily to continued margin pressure.

    --  International, Digital Media & Services (IDMS):  Revenues for the first
        quarter of 2013 were $46.4 million, an increase of 10.5% compared to the
        prior year quarter, driven by growth in our in-store and digital
        businesses. Segment loss for the quarter was $3.9 million, compared to
        segment profit of $2.7 million in the prior year quarter, primarily due
        to continued investment in our in-store and digital businesses and a
        decline in coupon redemption volumes at NCH.


    Segment Results Summary
    -----------------------


                                                           Quarter Ended March
                                                                 31,

    Segment Revenues ($ in millions)                          2013       2012   % Change
                                                              ----       ----   --------

                Shared Mail                               $327.1     $328.1        -0.3%
                                                          ------     ------       -----

                Free-standing Inserts                      $85.7      $76.3        12.3%
                                                           -----      -----       -----

                Neighborhood Targeted                      $23.3      $72.2       -67.7%
                                                           -----      -----       -----

                International, Digital Media & Services    $46.4      $42.0        10.5%
                                                           -----      -----       -----

    Total Segment Revenues                                $482.5     $518.6        -7.0%
                                                          ------     ------        ----


                                                        Quarter Ended March
                                                                 31,

    Segment Profit (Loss) ($ in
     millions)                                              2013       2012   % Change
                                                            ----       ----   --------

                Shared Mail                                $38.9      $42.4        -8.3%
                                                           -----      -----       -----

                Free-standing Inserts                      $11.1       $5.4       105.6%
                                                           -----       ----        ----

                Neighborhood Targeted                      ($4.4)     ($1.6)     -175.0%
                                                          ------      -----       -----

                International, Digital Media & Services    ($3.9)      $2.7      -244.4%
                                                          ------       ----        ----

    Total Segment Profit                                   $41.7      $48.9       -14.7%
                                                           -----      -----       -----

Conference Call Information
We will hold an investor call today to discuss our first-quarter 2013 results at 11 a.m. (EDT). The call-in number is 877-941-9205 (Conference ID: 4609849). The call will be simulcast on our website at www.valassis.com. This earnings release, webcast and a transcript of the conference call will be archived on our website under "Investors."

(*)Non-GAAP Financial Measures
We define adjusted EBITDA as net earnings before interest expense, net, other non-cash expenses (income), net, income taxes, gain or loss on extinguishment of debt, impairment charges and other non-recurring costs, depreciation, amortization, and stock-based compensation expense. We define free cash flow as net earnings before depreciation, amortization and stock-based compensation expense, less capital expenditures. Adjusted EBITDA and free 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 these non-GAAP measures may be useful in assessing our operating performance and our ability to meet our debt service requirements. In addition, these non-GAAP measures are 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 performance criteria for incentive compensation. Additionally, because of management's focus on generating shareholder value, of which profitability is a primary driver, management believes these non-GAAP measures, as defined above, provide an important measure of our results of operations.

However, these non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as alternatives to, operating income, cash flow, EPS 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 and free cash flow do 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 and free cash flow do not reflect the impact of earnings
        or charges resulting from matters we consider not to be indicative of
        our ongoing operations;
    --  free cash flow does not represent the residual cash flow available for
        discretionary expenditures because certain non-discretionary
        expenditures like mandatory debt service requirements are not deducted
        from the measure; and
    --  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 comparative measures correspondingly decreases.

Because of these limitations, adjusted EBITDA and free 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 reconciliations of these non-GAAP financial measures to their respective most comparable GAAP measures can be found below.


                         Reconciliation of Full-year 2013 Adjusted EBITDA Guidance
                                       to Full-year 2013 Net Earnings Guidance(1):


                                           Full-year 2013
                                              Guidance
                                          ($ in millions)
                                          ---------------

                                              Low End              High End
                                              -------              --------

    Net Earnings                                     $122.0               $128.2

    plus: Interest
     expense, net                                      29.6                 29.6

            Income taxes                               74.8                 78.6

            Depreciation and
             amortization                              48.6                 48.6

            Other non-cash
             expenses (income),
             net                                          -                    -
                                                        ---                  ---

    EBITDA                                           $275.0               $285.0

    plus: Stock-based
     compensation
     expense                                           15.0                 15.0

    Adjusted EBITDA                                  $290.0               $300.0
                                                     ======               ======


                           Reconciliation of Full-year 2013 Free Cash Flow to Full-
                                                year 2013 Net Earnings Guidance(1):


                                          Full-year 2013
                                             Guidance
                                          ($ in millions)
                                          --------------

                                              Low End              High End
                                              -------              --------

    Net Earnings                                     $122.0                $128.2

    plus:
     Depreciation and
     amortization                                      48.6                  48.6

             Stock-based
              compensation
              expense                                  15.0                  15.0

    less: Capital
     expenditures                                     (25.0)                (25.0)

    Free cash flow                                   $160.6                $166.8
                                                     ======                ======

(1) Due to the forward-looking nature of adjusted EBITDA and free cash flow, information to reconcile adjusted EBITDA and free cash flow to cash flows from operating activities is not available without unreasonable effort. We believe that the information necessary to reconcile these measures is not reasonably estimable or predictable.





                 Reconciliation of Adjusted EBITDA to Net Earnings and Cash Flows from Operating
                                                    Activities

                                               (dollars in millions)

                                                    Unaudited


                                                                                                Three Months Ended

                                                                                                   March 31,
                                                                                                   ---------

                                                                                                   2013             2012
                                                                                                   ----             ----

    Net Earnings - GAAP                              $21.7                                        $26.4
                                                     =====                                        =====


                                          plus:             Income taxes                           12.7             16.2

                                                            Interest expense, net                   7.6              7.0

                                                            Depreciation and amortization          13.3             14.7

                                                             Other non-cash expense (income),
                                                             net                                   (0.3)             0.4
                                                                                                   ----              ---

    EBITDA                                           $55.0                                        $64.7


                                                            Stock-based compensation expense        3.0              2.3

    Adjusted EBITDA                                  $58.0                                        $67.0
                                                     -----                                        -----


                                                            Income taxes                          (12.7)           (16.2)

                                                            Interest expense, net                  (7.6)            (7.0)

                                                             Changes in operating assets and
                                                             liabilities                          (14.2)           (29.4)
                                                                                                  -----            -----


    Cash Flows from Operating Activities             $23.5                                        $14.4
                                                     =====                                        =====

About Valassis
Valassis (NYSE: VCI) is a leader in intelligent media delivery, providing over 15,000 advertisers proven and innovative media solutions to influence consumers wherever they plan, shop, buy and share. By integrating online and offline data combined with powerful insights, Valassis precisely targets its clients' most valuable shoppers, offering unparalleled reach and scale. Valassis subsidiaries include Brand.net, a Valassis Digital Company, and NCH Marketing Services, Inc. Valassis consumer brands include RedPlum(® )and save.com. Its signature Have You Seen Me?(®) program delivers hope to missing children and their families. To learn more, visit Valassis.com.

Cautionary Statements Regarding Forward-looking Statements
This document contains "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; possible consolidation in our client base, a significant decrease in the number of stores in our in-store retailer network or a shift in client preferences for different promotional materials, strategies or coupon delivery methods, including, without limitation, as a result of declines in newspaper circulation and/or increased competition from new media formats including digital; 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; certain covenants in our debt documents could adversely restrict our 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 our clients' promotional needs, inventories and other factors, including, without limitation, high levels of coupon redemption rates; 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; governmental regulation or litigation affecting aspects of our business,including laws and regulations related to the internet, internet-related technologies and activities, privacy and data security; potential security measure breaches or attacks; clients experiencing financial difficulties, or otherwise being unable to meet their obligations as they become due, could affect our results of operations and financial condition; uncertainty in the application and interpretation of applicable state sales tax laws may expose us to additional sales tax liability; a reduction in, or discontinuance of, dividend payments or stock repurchases; 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


                                                  March 31,            Dec. 31,

                                                                 2013                2012
                                                                 ----                ----

    Assets

    Current assets:

      Cash and cash
       equivalents                                            $97,204             $94,711

      Accounts
       receivable,
       net                                                    416,789             426,899

      Inventories                                              39,075              43,253

      Prepaid
       expenses and
       other                                                   30,594              36,589
                                                               ------              ------

                 Total current
                     assets                                   583,662             601,452

    Property, plant
     and equipment,
     net                                                      113,602             125,832

    Goodwill                                                  632,438             632,438

    Other
     intangible
     assets, net                                              211,442             215,171

    Other assets                                               13,414              14,142
                                                               ------              ------

                 Total assets                              $1,554,558          $1,589,035
                                                           ==========          ==========


    Liabilities and Stockholders' Equity

    Current liabilities:

      Current portion
       long-term
       debt                                                   $26,250             $22,500

      Accounts
       payable                                                276,565             281,320

      Progress
       billings                                                36,319              39,595

      Accrued
       expenses                                                79,161             107,467
                                                               ------             -------

                 Total current
                  liabilities                                 418,295             450,882

    Long-term debt                                            557,561             565,061

    Deferred income
     taxes                                                     57,624              57,258

    Other non-
     current
     liabilities                                               40,701              42,271


                     Total
                  liabilities                               1,074,181           1,115,472


    Stockholders' equity:

      Common stock                                                654                 654

      Additional
       paid-in
       capital                                                 94,738             102,373

      Retained
       earnings                                             1,138,185           1,128,540

      Accumulated
       other
       comprehensive
       income                                                   3,080               3,574

      Treasury stock,
       at cost                                               (756,280)           (761,578)
                                                             --------            --------

                     Total
                 stockholders'
                     equity                                   480,377             473,563
                                                              -------             -------

                     Total
                  liabilities
                      and
                 stockholders'
                     equity                                $1,554,558          $1,589,035
                                                           ==========          ==========


                                 VALASSIS COMMUNICATIONS, INC.

                             Consolidated Statements of Operations

                             (in thousands, except per share data)

                                           Unaudited


                                                Quarter Ended

                                                March 31,                    %
                                                ---------

                                                2013                   2012    Change
                                                ----                   ----    ------


    Revenues                                $482,522               $518,585            -7.0%


    Costs and expenses:

      Cost of sales                          360,768                388,894            -7.2%

      Selling, general
       and
       administrative                         76,332                 77,617            -1.7%

      Amortization
       expense                                 3,729                  3,156            18.2%
                                               -----                  -----

               Total costs and
                   expenses                  440,829                469,667            -6.1%
                                             -------                -------            ----

    Operating income                          41,693                 48,918           -14.8%
                                              ------                 ------           -----


    Other expenses and income:

      Interest expense                         7,679                  7,054             8.9%

      Interest income                            (62)                   (58)            6.9%

      Other expense
       (income), net                            (302)                  (697)          -56.7%
                                                ----                   ----           -----

                 Total other
                expenses, net                  7,315                  6,299            16.1%
                                               -----                  -----            ----

    Earnings before
     income taxes                             34,378                 42,619           -19.3%

    Income tax
     expense                                  12,709                 16,198           -21.5%
                                              ------                 ------           -----

    Net earnings                             $21,669                $26,421           -18.0%
                                             =======                =======           =====


    Net earnings per
     common share,
     diluted                                   $0.54                  $0.60           -10.0%


    Weighted average
     common shares,
     diluted                                  39,806                 44,045            -9.6%



    Supplementary Data
    ------------------

      Amortization                             3,729                  3,156

      Depreciation                             9,558                 11,554

      Stock-based
       Compensation                            2,986                  2,287

      Capital
       Expenditures                            3,342                  9,263

SOURCE Valassis