Valassis today announced financial results for the second quarter ended June 30, 2012.  Second-quarter 2012 revenues were $540.2 million, a decrease of 4.4% from $565.2 million in the prior year quarter. This decrease in revenues was due primarily to the absence of custom co-op programs within our FSI segment and continued reduced spending by consumer packaged goods (CPG) clients across our various business segments.

Second-quarter 2012 net earnings were $21.7 million, which included $10.7 million, net of tax, of non-recurring restructuring charges and asset impairments resulting from the discontinuance of the sampling and solo direct mail products, as well as other cost reductions across our remaining product lines.  This represents a decrease of 28.4% from $30.3 million in the prior year quarter, which included a loss on extinguishment of debt and related charges, net of tax, of $3.4 million.  Excluding these non-recurring charges, second-quarter 2012 adjusted net earnings* were $32.4 million compared to second-quarter 2011 adjusted net earnings* of $33.7 million.

Second-quarter 2012 diluted earnings per share (EPS) was $0.51, which included the negative impact of the aforementioned restructuring charges of $0.25. This represents a decrease of 15.0% from $0.60 in the prior year quarter, which included the negative impact of the aforementioned loss on extinguishment of debt of$0.07.  Excluding these non-recurring charges, second-quarter 2012 adjusted diluted EPS* was $0.76, compared to second-quarter 2011 adjusted diluted EPS* of $0.67.

Second-quarter 2012 diluted cash EPS* was $1.10, an increase of 22.2% from $0.90 in the prior year quarter. Second quarter 2012 adjusted EBITDA* was $76.8 million, a decrease of 5.3% from $81.1 million in the prior year quarter. 

"During the quarter, we executed a plan to improve our company's ability to drive future growth in our core and innovation businesses," said Rob Mason, President and Chief Executive Officer. "We increased our investment in digital media with the acquisition of Brand.net, exited our solo direct mail and newspaper sampling businesses, and right sized our organization."

Some additional highlights include:

• Selling, General and Administrative (SG&A) Costs: Second-quarter 2012 SG&A costs were $83.5 million (which included $5.9 million in restructuring and other non-recurring costs) compared to prior year quarter SG&A costs of $80.8 million. 
• Capital Expenditures: Capital expenditures for the second quarter and first half of 2012 were $2.5 million and $11.8 million, respectively.
• Stock Repurchases: During second-quarter 2012, we repurchased $64.5 million, or 3.2 million shares, of our common stock at an average price of $19.94 per share under our stock repurchase program.
• Liquidity:
  • We reduced total debt by $3.7 million during second-quarter 2012, and we ended the quarter with net debt (total debt less cash) of $519.8 million.
  • At June 30, 2012, we had $75.2 million in cash.

Outlook

Based on our plan, the recent acquisition of Brand.net and current outlook, we are updating full-year 2012 guidance as follows:

• diluted EPS of $2.86 (previously $3.07) which reflects the non-recurring restructuring and other costs described above offset by a reduction in the number of shares outstanding due to the acceleration in stock repurchases (which results in adjusted diluted EPS* of $3.11 primarily due to such acceleration in stock repurchases) and
• diluted cash EPS* of $4.18 (previously $3.97) due to the reduction in capital expenditures to approximately $26 million (previously approximately $32 million).

Business Segment Discussion

• Shared Mail:  Revenues for the second quarter of 2012 were $348.8 million, an increase of 3.4% compared to the prior year quarter.  Segment profit for the quarter was $52.3 million, an increase of 9.6% compared to the prior year quarter.  The improvement in segment results was driven primarily by an increase in volume and lower segment SG&A costs; however, segment profit was negatively impacted by reduced Wrap revenue.
• Neighborhood Targeted:  Revenues for the second quarter of 2012 were $77.5 million, a decrease of 12.7% compared to the prior year quarter.  Segment loss for the quarter was $2.4 million compared to segment profit in the prior year quarter of $0.8 million, due to the aforementioned revenue declines. Segment results were negatively impacted primarily by the decline in newspaper inserts and sampling.
• Free-standing Inserts (FSI):  Revenues for the second quarter of 2012 were $70.5 million, a decrease of 21.0% compared to the prior year quarter. Segment profit for the quarter was $7.3 million, a decrease of 12.0% compared to the prior year quarter. Segment results for the quarter were negatively impacted by the absence of custom co-op business and continued reduced spending by CPG marketers.
• International, Digital Media & Services (IDMS):  Revenues for the second quarter of 2012 were $43.4 million, a decrease of 13.2% compared to the prior year quarter. Segment profit for the quarter was$2.3 million, a decrease of 64.1% compared to the prior year quarter. Segment results were negatively impacted by reduced CPG spend in solo direct mail, in-store and NCH, our coupon clearing business, which more than offset the increase in revenues and profits in our digital business.

Segment Results Summary

Conference Call Information 
We will hold an investor call today to discuss our second-quarter 2012 results at 11 a.m. (ET). The call-in number is 1-877-941-0844 (please reference conference #4541698). The call will be simulcast on our website at http://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, restructuring and other non-recurring costs, depreciation, amortization, and stock-based compensation expense.  We define diluted cash EPS as net earnings per common share, diluted, plus the per-share effect of depreciation, amortization, stock-based compensation expense, restructuring and other non-recurring costs, net of tax, and loss on extinguishment of debt and related charges, net of tax, less the per-share effect of capital expenditures. We define adjusted net earnings and adjusted diluted EPS as net earnings and diluted EPS excluding the effect, net of tax, of loss on extinguishment of debt and related charges, and restructuring and other non-recurring costs. Adjusted EBITDA, adjusted net earnings, adjusted diluted EPS and diluted cash EPS 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.  Management also believes that diluted cash EPS is useful to investors because it provides a measure of our profitability on a more comparable basis to historical periods and provides a more meaningful basis for forecasting future performance, by replacing non-cash amortization and depreciation expenses, which are currently running significantly higher than our annual capital needs, with actual and forecasted capital expenditures.  Diluted cash EPS is being used solely as a measure of our performance and not as a liquidity measure and is not an alternative to cash flows from operating activities. 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 diluted cash EPS 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, adjusted net earnings, adjusted diluted EPS, and diluted cash EPS do 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 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, adjusted net earnings, adjusted diluted EPS, and diluted cash EPS 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.