EX-99.1 2 dex991.htm EXCERPT FROM VALASSIS COMMUNICATIONS, INC. CONFERENCE CALL Excerpt from Valassis Communications, Inc. Conference Call
1
®
Safe Harbor
This
presentation
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; 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; 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.
Exhibit 99.1


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®
Preliminary 12/31/09 financial
information (unaudited)
12/31/2009
($ in millions)
Cash and cash equivalents
129.8
$           
Debt:
8-1/4% Senior Notes due 2015
540.0
$           
Senior Secured Term Loans
471.0
Senior Secured Convertible Notes due 2033
0.1
Total Debt
1,011.1
$        
Revised Full-Year 2009 Adjusted EBITDA
$260.0
million
-
$265.0
million


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®
Reconciliation of Non-GAAP Financial Measures
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 and non-recurring restructuring and severance costs. 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 reconciliation of this non-GAAP
financial measure to the most comparable GAAP measure can be found below.


4
®
Reconciliation of Revised Full-year 2009 Adjusted
EBITDA Guidance to Full-year 2009 Net Earnings
Guidance
(1)
($ in millions)
(1)  Due
to
the
forward-looking
nature
of
2009
adjusted
EBITDA,
information
necessary
to
reconcile
adjusted EBITDA to cash flow 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.
Low End
High End
Net Earnings
65.0
$          
70.0
$          
plus:
Interest expense, net
86.9
86.1
Income taxes
42.6
45.0
Depreciation and amortization
67.8
66.8
less:
Other non-cash income
(14.3)
(14.5)
EBITDA
248.0
$        
253.4
$        
plus:
Stock-based compensation expense
7.0
7.2
Non-recurring restructuring/severance
5.0
4.4
Company Publicly Disclosed Projected Adjusted EBITDA
260.0
$        
265.0
$        
Full-year 2009 Guidance