-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JnNQibBX4PE9E1+uqnQilILEQAbk0yQPEzAtOlMGkltdOLnJFbSSpQicyO26LIrV Xh3x3m27nCIom4bwytcf0w== 0000950136-07-005597.txt : 20070813 0000950136-07-005597.hdr.sgml : 20070813 20070813161129 ACCESSION NUMBER: 0000950136-07-005597 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070813 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070813 DATE AS OF CHANGE: 20070813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Community Newspapers Inc. CENTRAL INDEX KEY: 0001321544 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 202521288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32549 FILM NUMBER: 071049169 BUSINESS ADDRESS: STREET 1: 14875 LANDMARK BLVD. STREET 2: SUITE 110 CITY: ADDISON STATE: TX ZIP: 75254 BUSINESS PHONE: 972-628-4080 MAIL ADDRESS: STREET 1: 14875 LANDMARK BLVD. STREET 2: SUITE 110 CITY: ADDISON STATE: TX ZIP: 75254 FORMER COMPANY: FORMER CONFORMED NAME: Courtside Acquisition Corp DATE OF NAME CHANGE: 20050323 8-K 1 file1.htm FORM 8-K
 
 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 13, 2007

AMERICAN COMMUNITY NEWSPAPERS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

     
001-32549
(Commission File Number)
  20-2521288
(IRS Employer Identification No.)
     
14875 Landmark Blvd., Suite 110, Addison, Texas
(Address of Principal Executive Offices)
  75254
(Zip Code)

(972) 628-4080
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

 


Item 2.02 — Results of Operations and Financial Condition

On August 13, 2007, American Community Newspapers Inc. issued a press release discussing the financial results for its recently acquired operating business, American Community Newspapers LLC, for the second quarter ended June 30, 2007. The press release is included as Exhibit 99.1 hereto.

This information furnished under “Item 2.02. Results of Operations and Financial Condition”, including the exhibit related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.

Item 9.01 — Financial Statement and Exhibits

 

(d)

Exhibits:

 

Exhibit

Description

99.1

Press release, dated August 13, 2007, discussing financial results for the American Community Newspaper Inc.’s recently acquired operating business, American Community Newspapers LLC, for second quarter ended June 30, 2007


 

 

2

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: August 13, 2007

 

AMERICAN COMMUNITY NEWSPAPERS INC.

 

 By:


/s/ Gene Carr

 

 

 

Gene Carr

 

 

 

Chief Executive Officer

 

 

3

 


EXHIBIT INDEX

 

Exhibit

Description

99.1

Press release, dated August 13, 2007, discussing financial results for the American Community Newspaper Inc.’s recently acquired operating business, American Community Newspapers LLC, for second quarter ended June 30, 2007


 

 

 

 

4

 


EX-99.1 2 file2.htm PRESS RELEASE

Exhibit 99.1


 

CONTACT:

 

 

 

 

American Community Newspapers

 

or

 

Brainerd Communicators

Dan Wilson

 

 

 

Corey Kinger (Investors)

dwilson@acnpapers.com

 

 

 

kinger@braincomm.com

972.628.4082

 

 

 

212.986.6667

 

 

 

 

Joe LoBello (Media)

 

 

 

 

lobello@braincomm.com

 

 

 

 

212.986.6667

AMERICAN COMMUNITY NEWSPAPERS INC. REPORTS

SECOND QUARTER OPERATING PERFORMANCE

Integration of Columbus Cluster Progressing On Track

DALLAS, TX – August 13, 2007 – American Community Newspapers Inc. (AMEX: CRB; CRB.U; CRB.WS) (“ACN”) today provided operating results for its recently acquired operating business, American Community Newspapers LLC, for the second quarter ended July 1, 2007.

The results presented in this release, which are limited to American Community Newspapers LLC’s operations, are presented for informational purposes and are not included in the financial statements of the Company for the period ended June 30, 2007. On July 2, 2007, Courtside Acquisition Corp. (now known as American Community Newspapers Inc.) acquired the assets of American Community Newspapers LLC. Separately, on April 30, 2007, American Community Newspapers LLC acquired the Columbus, Ohio community newspaper cluster. Therefore, the results included in this release include the results of operations of the Columbus cluster since the date of acquisition by American Community Newspapers LLC in the 2007 second quarter.

 

 


2007 Second Quarter Highlights:

 

Total revenue was $18.1 million, up 24.9% from total revenue of $14.5 million in the prior year quarter, driven primarily by the contribution of the Columbus cluster, acquired during the quarter.

 

Advertising revenue increased 23.1% to $17.0 million from the second quarter of 2006.

 

EBITDA was $5.0 million, up 28.6% from the prior year quarter.

 

Newspaper cash flow, which is defined as EBITDA before corporate expenses, was $5.4 million, up 25.7% year-over-year.

 

On a same property basis, which excludes the impact of the Columbus acquisition, total revenue for the quarter decreased 2.8%, newspaper cash flow increased 6.6% and EBITDA increased 7.6% from a year ago.

 

Second quarter revenue was consistent with, and EBITDA exceeded, the outlook Courtside offered in May of performance generally in line with the second quarter of 2006, excluding the contribution from the Columbus cluster.

Selected Financial Information - Unaudited

 

 

 

Three Months Ended

 

Six Months Ended

 

($000s)

 

July 1, 2007

 

July 2, 2006

 

July 1, 2007

 

July 2, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

$

17,038

 

$

13,843

 

$

28,852

 

$

23,793

 

Circulation

 

 

611

 

 

466

 

 

1,081

 

 

950

 

Commercial printing and other

 

 

500

 

 

224

 

 

717

 

 

428

 

Total revenue

 

 

18,149

 

 

14,533

 

 

30,650

 

 

25,171

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs

 

 

7,584

 

 

5,927

 

 

13,118

 

 

10,577

 

Selling, general and administrative

 

 

5,181

 

 

4,323

 

 

9,237

 

 

7,915

 

Newspaper cash flow

 

 

5,384

 

 

4,283

 

 

8,295

 

 

6,679

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate expense

 

 

344

 

 

363

 

 

768

 

 

760

 

EBITDA

 

$

5,040

 

$

3,920

 

$

7,527

 

$

5,919

 

“The Company realized several significant achievements to date in 2007 that position us for margin expansion in the second half of the year,” said Gene Carr, Chairman and Chief

 

 


Executive Officer of ACN. “Year to date, we entered the public marketplace through our acquisition by Courtside Acquisition Corp., completed the purchase of our fourth community newspaper cluster, and continued to execute on our long-term growth strategy and carefully manage our business.”

Mr. Carr continued, “EBITDA grew to $5.0 million, outpacing the industry as a whole, despite a generally soft ad revenue environment. We expect to further expand EBITDA margins in the second half of 2007 as we continue to integrate the Columbus cluster. The majority of cost savings have yet to be realized from the Columbus cluster, as we began implementing the most significant of our expense savings initiatives at the beginning of the third quarter. Additionally, we recently restructured the cluster’s management team and sales force – greatly improving and streamlining the advertising sales process.”

Internet advertising revenues increased 48.1% year-over-year in the 2007 second quarter. ACN newspaper Web sites generated 4.4 million page views and had 1.2 million unique users during the month of June.

ACN’s 100 print products had a total circulation of 1.4 million in the 2007 second quarter. ACN has a free, controlled-distribution model for most of its print products, with circulation accounting for just 3.4% of total Company revenues in the period.

Mr. Carr concluded, “At ACN, we will continue to execute on our strategy of pursuing organic growth, including the launch of new in-market publications, tuck-in acquisitions, and entry into new, attractive suburban markets through the acquisition of new stand-alone clusters. The overall strength of our publications is demonstrated by our pool of new and repeat advertisers and the quality of our readership.”

 

 


Conference Call & Webcast

ACN will host a conference call at 4:30 p.m. ET today to discuss 2007 second quarter operating results. Investors can access the conference call via a live webcast on the company’s website, www.acnpapers.com, or by dialing 888-823-3991 (U.S.) or 706-643-3947 (International), passcode 12217276.

A webcast replay will be archived on the company’s Web site. Additionally, a replay of the call will be available by dialing 800-642-1687 (U.S) or 706-645-9291 (International), passcode 12217276, through Friday, August 17, 2007.

About American Community Newspapers Inc.

ACN is a community newspaper publisher in the United States, operating within four major U.S. markets: Minneapolis - St. Paul, Dallas, Northern Virginia (suburban Washington, D.C.) and Columbus, Ohio. These markets are some of the most affluent, high growth markets in the United States, with ACN strategically positioned in the wealthiest counties within each market. ACN’s goal is to be the preeminent provider of local content and advertising in any market its serves. In these markets, ACN publishes three daily and 83 weekly newspapers, each serving a specific community, and 14 niche publications, with a combined circulation of approximately 1.4 million households. In addition, ACN’s locally focused websites have average monthly page views and visitors of approximately 4.4 million and 1.2 million, respectively, extending the reach and frequency of its products beyond their geographic print distribution area.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to ACN’s future financial or business performance, strategies and expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “ seek,”

 

 


“achieve,” and similar expressions, or future or conditional verbs such as “will,” “ would,” “should,” “could,” “may” and similar expressions.

Non-GAAP Financial Measures

This press release includes the following financial information defined as non-GAAP financial measures by the Securities and Exchange Commission: EBITDA and Newspaper Cash Flow. These measures may be different from non-GAAP financial measures used by other companies. The presentation of this financial information is not intended to be considered in isolation or as a substitute for financial information prepared and presented in accordance with generally accepted accounting principles. ACN believes that the presentation of these non-GAAP measures provides information that is useful to investors as it indicates more clearly the ability of ACN to meet capital expenditures and working capital requirements and otherwise meet its obligations as they become due. ACN’s EBITDA was derived by taking earnings before interest, taxes, depreciation and amortization as adjusted for discontinued operations and certain one-time non-recurring items and exclusions. ACN’s Newspaper Cash Flow was derived by taking earnings before interest, taxes, depreciation and amortization as adjusted for corporate expenses, discontinued operations and certain one-time non-recurring items and exclusions. See the following “Reconciliation of net income to EBITDA” and “Reconciliation of net income to Newspaper Cash Flow” tables for further information regarding these non-GAAP financial measures.

 

 


Reconciliation of Net Income to EBITDA - Unaudited ($000s)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

July 1, 2007

 

July 2, 2006

 

July 1, 2007

 

July 2, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

1,860

 

$

1,697

 

$

2,235

 

$

1,731

 

State taxes (non income)

 

 

 

 

45

 

 

 

 

45

 

Interest expense

 

 

2,072

 

 

1,288

 

 

3,308

 

 

2,461

 

Depreciation and amortization

 

 

1,108

 

 

890

 

 

1,984

 

 

1,682

 

EBITDA

 

$

5,040

 

$

3,920

 

$

7,527

 

$

5,919

 

Reconciliation of Net Income to Newspaper Cash Flow - Unaudited ($000s)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

July 1, 2007

 

July 2, 2006

 

July 1, 2007

 

July 2, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

1,860

 

$

1,697

 

$

2,235

 

$

1,731

 

State taxes (non income)

 

 

 

 

45

 

 

 

 

45

 

Interest expense

 

 

2,072

 

 

1,288

 

 

3,308

 

 

2,461

 

Depreciation and amortization

 

 

1,108

 

 

890

 

 

1,984

 

 

1,682

 

Corporate expense

 

 

344

 

 

363

 

 

768

 

 

760

 

Newspaper Cash Flow

 

$

5,384

 

$

4,283

 

$

8,295

 

$

6,679

 

# # #

 

 


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