Valassis Announces Financial Results for the Quarter Ended March 31, 2007

      LIVONIA, Mich., May 3 /PRNewswire-FirstCall/ -- Valassis (NYSE: VCI) today
announced financial results for the first quarter ended March 31, 2007. The
company reported quarterly revenues of $361.3 million, up 45.9% from the first
quarter of 2006, primarily due to the acquisition of ADVO, Inc. that occurred on
March 2, 2007. First-quarter net earnings were $11.2 million, or $0.23 in
earnings per share (EPS). Earnings, prior to charges of $3.0 million ($1.9
million, net of tax) related to the acquisition of ADVO, were $13.1 million. For
the quarter, operating income was $26.9 million and adjusted EBITDA* was $39.6
million. Adjusted free cash flow* was $18.4 million for the quarter.

      "Our emphasis is on improving profitability and free cash flow, with the
goal of reducing our net debt to EBITDA ratio to 3:1," said Alan F. Schultz,
Valassis Chairman, President and CEO. "We are pleased with the progress made to
deliver the $18 million in cost synergies previously identified for 2007, and
are confident in our ability to exceed that goal. The collaboration and tireless
effort from all associates have been exemplary and are key to achieving our
near- and long-term integration objectives.

      "We have developed a comprehensive plan for integrating the two companies
and maximizing profitability. Key components of this integration plan are as
follows:

      --    Drive ADVO package and profit optimization by minimizing unused
            postage and eliminating unprofitable ADVO distribution;
      --    Execute a ShopWise wrap sales improvement plan;
      --    Eliminate the detached address label by printing the address
            directly on the reformatted wrap;
      --    Pass along related postal rate case cost increases to clients;
      --    Exceed planned cost synergies;
      --    Implement Valassis' strategic sourcing, capital expenditure and
            Information Technology (IT) project policies and approval processes
            throughout the combined company;
      --    Print the ShopWise wrap in-house at our three manufacturing
            facilities;
      --    Develop a proactive, comprehensive newspaper alliance strategy;
      --    Rebuild ADVO's internal graphic print capability;
      --    Integrate marketing for the combined company and create a
            company-wide targeting system;
      --    Stabilize and optimize business processes and enterprise systems;
            and -- Align our associates' 'Total Rewards Program' to our goal of
            maximizing free cash flow."

      Outlook
      On Feb. 7, 2007, Valassis provided its outlook for 2007 for the combined
company on a pro forma basis, assuming the closing of the ADVO acquisition
occurred on Jan. 1, 2007. Based on the actual March 2, 2007 closing date of the
transaction, the following updated outlook is being provided to reflect the
partial year impact of the acquisition:

      --    Revenue of $2.25 billion to $2.35 billion;
      --    Adjusted EBITDA* of $255.0 to $265.0 million (includes cost
            synergies, but does not include one-time expenses associated with
            cost-to-achieve synergies). Expected one-time cost-to-achieve
            synergies of $25.0 million to be incurred in 2007, which includes
            $10.5 million of capital expenditures;
      --    Expected cost synergies of $20.0 million for 2007 (increased from
            the previous forecast of $18.0 million); cost synergies expected to
            increase to $32.0 million for 2008 and $40.0 million for 2009;
      --    Expected capital expenditures of $53.6 million for 2007; 2008 and
            2009 are expected to be approximately $35.0 million each year.
            Capital expenditures for the first quarter of 2007 were $5.6
            million;



      --    Expected depreciation and amortization for 2007 of $63.7 million,
            including $8.3 million of amortization of intangible assets related
            to the purchase of ADVO. Depreciation and amortization for the first
            quarter was $7.4 million; and
      --    Expected tax rate for 2007 is 37.2%.

      *Further important information regarding operating results and related
reconciliations of non-GAAP financial measures to the most comparable GAAP
measures can be found in the "Reconciliation of Non-GAAP Measures" schedule
following the financial statements, which should be thoroughly reviewed.

      Business Segment Discussion
      --    Market Delivered Free-standing Insert (FSI): Co-op FSI revenues for
            the first quarter were $109.6 million, down 4.9% from the first
            quarter of 2006, due to a reduction in FSI pricing. Management noted
            that Valassis pages produced were up by a percentage in the
            mid-single digits year over year, due to unit growth in the co-op
            FSI industry of approximately 2.0% and a modest improvement in
            market share. FSI cost of goods sold was down for the quarter on a
            cost per thousand (CPM) basis, due to reductions in media costs.
      --    Neighborhood Targeted Products: The Neighborhood Targeted segment
            now includes the Run of Press (ROP) business, previously reported as
            a separate business segment. Revenues for the first quarter were
            $100.5 million, up 15.3% from the prior year quarter, due to
            increases in ROP and preprints primarily in the telecommunications,
            financial services and franchise food customer verticals. As a
            result, segment profits were up 48.6% to $11.0 million for the
            quarter.
      --    Household Targeted Products: Household Targeted product revenues for
            the first quarter were $11.2 million, down 38.5% from the first
            quarter of 2006, due to the continued phasing-out of the loyalty
            marketing agency business and softness in solo direct mail sampling
            programs. This segment experienced a $1.0 million loss for the
            quarter, due to revenue declines and increased SG&A in the segment
            associated with the company's investment in its online media
            planning and placement and the company's new interactive initiative.
      --    International & Services: International & Services revenues are
            comprised of NCH Marketing Services, Valassis Canada, Promotion
            Watch and in-store. International & Services reported revenues of
            $27.9 million for the first quarter, up 3.7%. Segment profits were
            up 28.6% to $2.7 million, driven by higher coupon clearing volumes
            in the United States and the United Kingdom.
     --    ADVO: ADVO revenues from March 2, 2007, the date of the closing of
            the ADVO acquisition, through March 31, 2007 were $112.1 million and
            operating income was $5.3 million. However, these operating results
            are not indicative of ADVO's financial performance for the full
            three-month period ended March 31, 2007. For the full quarter ended
            March 31, 2007, ADVO revenues were $355 million, down 4.8% versus
            the same quarter a year ago, due to a significant reduction in
            spending by two specific customers and a 3.1% reduction in shared
            mail packages. Pieces per package were up 3% for the quarter, with a
            slight decline in total shared advertising pieces and revenue per
            thousand pieces. ADVO's operating income, excluding
            acquisition-related costs and prior billing and collection
            adjustments, for the time period in 2007 prior to the close of the
            transaction was approximately $1.0 million. Valassis will provide
            pro forma first quarter 2007 financial information in its Securities
            Exchange Commission (SEC) Form 10-Q for the first quarter.



Segment Results Summary

                                           Quarter Ended
                                              March 31,
Revenue by Segment (in millions)          2007         2006        % Change
   Free-standing Insert                  $109.6       $115.3         -4.9%
   Neighborhood Targeted(1)              $100.5        $87.2         15.3%
   Household Targeted                     $11.2        $18.2        -38.5%
   International & Services               $27.9        $26.9          3.7%
   ADVO(2)                               $112.1          n/a          n/a
Total Revenue                            $361.3       $247.6         45.9%

                                           Quarter Ended
                                              March 31,
Segment Profit/Loss (in millions)         2007         2006        % Change
   Free-standing Insert                    $9.8        $17.6        -44.3%
   Neighborhood Targeted(1)               $11.0         $7.4         48.6%
   Household Targeted                     -$1.0         $2.4       -141.7%
   International & Services                $2.7         $2.1         28.6%
   ADVO(2)                                 $5.3          n/a          n/a
Total Segment Profit                      $27.8        $29.5         -5.8%

      1 Neighborhood Targeted now includes the Run of Press business. The
      combination of these segments was driven by the similarity in their sales
      and operational processes and the fact they now have a common sales and
      general management team.
      2 Valassis acquired ADVO on March 2, 2007.

      Conference Call Information
      Valassis will hold an investor call today to discuss its first-quarter
results at 11 a.m. (EDT). The call-in number is (800) 218-0530. The call will
simulcast on Valassis' Web site, at http://www.valassis.com, and replay through
May 17, 2007 at (800) 405-2236, pass code 11072110. This earnings release and
the webcast will be archived on Valassis' Web site under "Investor."

      About Valassis
      Valassis is the nation's leading marketing services company, offering
unique and diverse media plans with the most comprehensive product and customer
portfolio in the industry. The company offers products and services including
newspaper-delivered promotions such as inserts, sampling, polybags and on-page
advertisements; shared mail; direct mail; in-store marketing; direct-to-door
advertising and sampling; Internet-delivered marketing; loyalty marketing
software; coupon and promotion clearing; promotion planning; and analytic
services. We reach over 60 million households through weekly newspaper
distribution and 90% of U.S. homes though shared mail distribution. The company
has relationships with more than 15,000 advertisers worldwide in various
industries, representing 96 of the top 100 U.S. advertisers. With global
headquarters in Livonia, Michigan, the company employs approximately 7,500
associates in 22 states and nine countries and is widely recognized for its
associate and corporate citizenship programs. Valassis companies include ADVO,
Inc., Valassis Canada, Promotion Watch, Valassis Relationship Marketing Systems,
LLC and NCH Marketing Services, Inc. For additional information, visit the
company Web site at http://www.valassis.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 customer preference for different
promotional materials, strategies or coupon delivery methods; an unforeseen
increase in the Company's paper or postal costs; economic disruptions caused by
terrorist activity, armed conflict or changes in general economic conditions;
changes which affect the businesses of the Company's customers and lead to
reduced sales promotion spending; challenges and costs of achieving synergies in
connection with the ADVO acquisition and integrating ADVO's operations; or the
ability of the Company to generate a sufficient amount of cash flow to meet its
debt obligations. 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
                                 (in thousands)

    Assets                                   March 31,                Dec. 31,
                                               2007                    2006
    Current assets:

      Cash and cash equivalents              $139,679                $ 52,619
      Auction-rate securities                       -                 102,533
      Accounts receivable                     470,116                 339,079
      Inventories                              30,043                  25,834
      Refundable income taxes                   7,397                   3,957
      Deferred income taxes                    19,873                   1,789
      Other                                    26,809                  16,681

          Total current assets                693,917                 542,492

    Property, plant and equipment,
     at cost                                  499,322                 262,876

      Less accumulated depreciation          (158,849)               (153,490)

      Net property, plant and
       equipment                              340,473                 109,386

    Intangible assets                       1,220,246                 208,689

      Less accumulated amortization           (76,188)                (75,280)

      Net intangible assets                 1,144,058                 133,409

    Investments and advances to investees       5,894                   4,899

    Other assets                               29,208                  11,240

          Total assets                     $2,213,550                $801,426



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

    Liabilities and Stockholders' Equity
                                             March 31,                Dec. 31,
                                               2007                    2006
    Current liabilities:

      Accounts payable and accruals          $430,005                $312,962
      Progress billings                        47,687                  49,258

          Total current liabilities           477,692                 362,220

    Long-term debt                          1,389,939                 259,931
    Other liabilities                          18,615                   8,195
    Deferred income taxes                     151,028                   3,506

    Stockholders' equity:

      Common stock                                633                     633
      Additional paid-in capital               45,977                  44,225
      Retained earnings                       645,494                 638,209
      Treasury stock                         (520,227)               (520,227)
      Accumulated other comprehensive gain      4,399                   4,734

          Total stockholders' equity          176,276                 167,574

    Total liabilities and stockholders'
     equity                                $2,213,550                $801,426



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

                                      Quarter         Quarter
                                       Ended           Ended
                                      March 31,       March 31,          %
                                        2007            2006          Change

    Revenue                           $361,304        $247,646        + 45.9%

    Costs and expenses:
      Costs of products sold           279,017         185,269        + 50.6%
      Selling, general and
       administrative                   54,526          32,742        + 66.5%
      Amortization                         908             138       + 558.0%
          Total costs and expenses     334,451         218,149        + 53.3%

    Operating income                    26,853          29,497         - 9.0%

    Other expenses and income:
      Interest expense                  10,619           2,855       + 271.9%
      Other (income) and expenses       (2,178)         (1,354)       + 60.9%
          Total other expenses and
           (income)                      8,441           1,501       + 462.4%

    Earnings before income taxes        18,412          27,996        - 34.2%

    Income taxes                         7,179           9,938        - 27.8%

    Net earnings                       $11,233         $18,058        - 37.8%

    Net earnings per common share,
     diluted                           $  0.23         $  0.38        - 39.5%

    Weighted average shares
     outstanding, diluted               47,850          47,769         + 0.2%

    Supplementary Data
       Amortization                    $   908         $   138
      Depreciation                       6,498           3,539
      Capital expenditures               5,615           1,834



                          VALASSIS COMMUNICATIONS, INC.
                       Reconciliation of Non-GAAP Measures
                          Quarter Ended March 31, 2007
                                 (in thousands)

    Reconciliation of Operating Income to Adjusted EBITDA* and Cash Flow
     from Operations

    Operating Income - GAAP                                          $26,853

      Depreciation                                                     6,498
      Amortization                                                       908

    EBITDA                                                           $34,259

      Acquisition/litigation-related expenses                            905
      Stock-based compensation expense (SFAS No. 123R)                 1,753
      Amortization of customer contract incentive                      1,215
      Asset write-off charge                                           1,460

    Adjusted EBITDA                                                  $39,592

      Interest and other expense, net                                 (8,441)
      Income taxes                                                    (7,179)
      Acquisition/litigation-related expenses                           (905)
      Changes in operating assets and liabilities                     23,825

    Cash Flow from Operations                                        $46,892

    Reconciliation of Net Earnings to Adjusted Free Cash Flow*

    Net Earnings                                                     $11,233

      Depreciation                                                     6,498
      Amortization                                                       908
      Acquisition/litigation-related expenses                            905
      Stock-based compensation expense (SFAS No. 123R)                 1,753
      Amortization of customer contract incentive                      1,215
      Asset write-off charge                                           1,460
      Capital expenditures                                            (5,615)

    Adjusted Free Cash Flow                                          $18,357



      *We define adjusted EBITDA as net earnings before net interest and related
expenses, income taxes, depreciation, amortization,
acquisition/litigation-related expenses, stock-based compensation expense
associated with SFAS No. 123R, amortization of a customer contract incentive and
other non-cash charges. We define adjusted free cash flow as net earnings plus
depreciation, amortization, stock-based compensation expense,
acquisition/litigation-related expenses and other non-cash items, less capital
expenditures. Adjusted EBITDA and adjusted 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 adjusted EBITDA and adjusted
free cash flow may be useful in assessing our operating performance and our
ability to meet our debt service requirements. 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;
      --    adjusted free cash flow does not represent our residual cash flow
            available for discretionary expenditures since we have mandatory
            debt service requirements and other required expenditures that are
            not deducted from adjusted free cash flow;
      --    adjusted free cash flow does not capture debt repayment and/or the
            receipt of proceeds from the issuance of debt; 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 a comparative measure correspondingly
            decreases.

      Because of these limitations, adjusted EBITDA and adjusted 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 as a supplement.

SOURCE  Valassis
    -0-                             05/03/2007
    /CONTACT:  Sherry Lauderback of Valassis, +1-734-591-7374,
Fax, +1-734-591-4503, lauderbacks@valassis.com /
    /Web site:  http://www.valassis.com /
    (VCI)