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 2007

FOURTH QUARTER AND YEAR EARNINGS RESULTS

DALLAS, TX – March 11, 2008 – American Community Newspapers Inc. (AMEX: ANE) (“ACN”) today reported financial results for the fourth quarter and year ended December 30, 2007. Comparisons are made on a pro forma basis to the 2006 fourth quarter and full year results as ACN (formerly Courtside Acquisition Corp.) had no prior year reported operating results due to its acquisition of an operating company on July 2, 2007.

2007 Fourth Quarter Pro Forma Performance:

 

Total revenue was $17.6 million, down 4.5% from pro forma total revenue of $18.5 million in the prior year quarter. The decline was primarily due to the soft advertising environment, specifically at ACN’s Minneapolis-St. Paul cluster. Excluding the Minneapolis-St. Paul cluster, total revenue was up 0.8%. In addition, ACN faced difficult year-over-year comparisons. In the fourth quarter of 2006, ACN delivered organic revenue growth of 6.4% in its then owned publications, while the newspaper industry experienced a revenue decline of 2.2%, according to the Newspaper Association of America during this same period.

 

 



 

Advertising revenue decreased 6.4% to $16.2 million from the fourth quarter of 2006.

 

Pro forma adjusted EBITDA was $3.7 million, up 0.6% from the prior year quarter and up 7.4% to the prior year quarter when adjusted for the corporate expense increase due to public company costs incurred in the 2007 fourth quarter. Excluding the Minneapolis-St. Paul cluster, pro forma adjusted EBITDA was up 27.7%.

 

Newspaper cash flow, which is defined as pro forma adjusted EBITDA prior to corporate expenses, was $4.3 million, up 5.7% year-over-year. Excluding the Minneapolis-St. Paul cluster, newspaper cash flow was up 33.2%.

 

Net loss was $2.9 million, or $0.20 per diluted share, compared to a net loss of $0.23 per diluted share in the prior year quarter on a pro forma basis.

 

Internet advertising revenues increased 58.4% year-over-year in the 2007 fourth quarter and represented 3.0% of total revenue in the fourth quarter of 2007. ACN newspaper Web sites generated 4.8 million page views and had 1.2 million unique users during the month of December 2007.

 

ACN’s 100 print products had a total circulation of 1.4 million in the 2007 fourth quarter. ACN has a free, controlled-distribution model for most of its print products, with circulation accounting for only 4.1% of total Company revenues in the period.

“2007 was an eventful year for ACN as we became a public company, successfully executed on our Columbus acquisition and delivered financial results that place us among the leading performers in our industry,” said Gene Carr, Chairman and Chief Executive Officer of ACN. “Our performance was highlighted by growth at three of our four clusters, with Minneapolis-St. Paul being impacted by weakness in housing related advertising, primarily in the second half of the year. Excluding Minneapolis-St Paul, revenue for the quarter and full year was up slightly, while we delivered strong double digit increases in Newspaper Cash Flow and EBITDA in both reporting periods in our other three clusters. This improvement was driven by our ability to successfully capitalize on our Columbus acquisition and our continuing focus on cost controls.”

 

 



Mr. Carr concluded, “While we continue to execute on our revenue initiatives we are facing increasing headwinds from the challenging macro-economic environment and difficult performance comparisons in the first quarter of 2008, as we delivered total revenue growth of 4.6% and advertising revenue growth of 5.0% in the first quarter of 2007 in our then owned publications. The overall advertising landscape across our markets has become increasingly challenging as advertising budgets tighten. However, we believe we are maintaining our overall advertising share and ACN’s community newspapers remain the medium of choice both for local readers and advertisers, giving us the confidence that we have the platform and brands in place for long-term growth. We remain focused on managing expenses and continue to explore opportunities to strengthen our existing clusters and enter new markets that meet our growth characteristics.”

Twelve Months Ended December 30, 2007 (Pro Forma):

 

Total revenue was $74.3 million, down 3.2% from total revenue of $76.8 million in the prior year period. Excluding the Minneapolis-St. Paul cluster, total revenue was up 0.2%. In the full year 2006, ACN delivered organic revenue growth of 7.4% in its then owned publications, while the newspaper industry experienced a revenue decline of 0.3% according to the Newspaper Association of America during this same period.

 

Advertising revenue decreased 3.5% to $68.5 million from 2006.

 

Pro forma adjusted EBITDA was $16.9 million, down $10,000 or roughly flat with the prior year, and pro forma adjusted EBITDA margin increased from 22.1% to 22.8% in this period. Excluding the Minneapolis-St. Paul cluster, pro forma adjusted EBITDA was up 24.7% in 2007.

 

Newspaper cash flow, which is defined as pro forma adjusted EBITDA prior to corporate expenses, was $18.8 million, up 2.2% year-over-year, and newspaper cash margin increased from 24.0% to 25.4% in this period. Excluding the Minneapolis-St. Paul cluster, newspaper cash flow was up 25.4%.

 

 



 

Net loss was $10.2 million, or $0.69 per diluted share, compared to a net loss of $10.9 million or $0.75 per diluted share in 2006.

Conference Call & Webcast

ACN will host a conference call at 4:30 p.m. ET today to discuss 2007 fourth quarter and full year financial results. Investors can access the conference call via a live webcast on the company’s website, www.acnpapers.com, or by dialing 866-507-1212 (U.S.) or 416-695-9761 (International) and referencing American Community Newspapers.

A webcast replay will be archived on the company’s Web site. Additionally, a replay of the call will be available by dialing 800-408-3053 (U.S) or 416-695-5800 (International), pass code 3253968, through March 18, 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 many of 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 Web sites have average monthly page views and visitors of approximately 5.1 million and 1.3 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.

Pro Forma

We have presented our operating results on a pro forma basis for the three months ended December 30, 2007 and December 31, 2006 and the twelve months ended December 30, 2007 and December 31, 2006. This pro forma presentation for the three and twelve months ended December 30, 2007 and December 31, 2006 assumes that the July 2, 2007 acquisition of our operating business and related financings occurred at the beginning of the pro forma period. This pro forma presentation is not necessarily indicative of what our operating results would have actually been had the acquisition and related financings occurred at the beginning of the pro forma period. This pro forma presentation is required for comparison purposes as the Company had no operations in the corresponding three and twelve month periods ended December 31, 2006.

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 pro forma adjusted EBITDA was derived by taking earnings before interest, taxes, depreciation and amortization as adjusted for discontinued operations, acquisitions and certain one-time non-recurring items, non-cash 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, acquisitions and certain one-time non-recurring items, non-cash items and exclusions. See the following “Reconciliation of net income (loss) to pro forma adjusted EBITDA” and “Reconciliation of net income (loss) to Newspaper Cash Flow” tables for further information regarding these non-GAAP financial measures.

 

 



 

AMERICAN COMMUNITY NEWSPAPERS INC.

Unaudited Consolidated Statements of Operations

($000s, except per share data)

 

 

 

Three Months Ended 

 

Year Ended 

 

 

 

December 30,
2007

 

December 31, 2006

 

December 30, 2007

 

December 31, 2006

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

$

16,178

 

$

 

$

33,338

 

$

 

Circulation

 

 

728

 

 

 

 

1,408

 

 

 

Commercial printing and other

 

 

727

 

 

 

 

1,423

 

 

 

Total revenues

 

 

17,633

 

 

 

 

36,169

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs

 

 

7,892

 

 

 

 

15,972

 

 

 

Selling, general and administrative

 

 

6,129

 

 

300

 

 

12,597

 

 

563

 

Depreciation and amortization

 

 

3,183

 

 

 

 

6,384

 

 

 

 

 

 

17,204

 

 

300

 

 

34,953

 

 

563

 

Operating income (loss)

 

 

429

 

 

(300

)

 

1,216

 

 

(563

)

Interest expense

 

 

(3,649

)

 

 

 

(7,325

)

 

 

Interest income

 

 

 

 

532

 

 

1,211

 

 

1,997

 

(Loss) income from operations before income

 

 

(3,220

)

 

232

 

 

(4,898

)

 

1,434

 

Income tax benefit (expense)

 

 

448

 

 

(85

)

 

310

 

 

(388

)

Net (loss) income

 

$

(2,772

)

$

147

 

$

(4,588

)

$

1,046

 

(Loss) earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted:

 

$

(0.19

)

$

0.01

 

$

(0.29

)

$

0.06

 

Weighted average shares outstanding

 

 

14,623,445

 

 

16,800,000

 

 

15,702,778

 

 

16,800,000

 

 

 



AMERICAN COMMUNITY NEWSPAPERS INC.

Unaudited Consolidated Statements of Operations (Pro Forma)

($000s, except per share data)

 

 

 

Three Months Ended 

 

Year Ended 

 

 

 

December 30, 2007

 

December 31, 2006

 

December 30, 2007

 

December 31, 2006

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

$

16,178

 

$

17,284

 

$

68,489

 

$

71,007

 

Circulation

 

 

728

 

 

575

 

 

3,106

 

 

2,950

 

Commercial printing and other

 

 

727

 

 

608

 

 

2,708

 

 

2,800

 

Total revenues

 

 

17,633

 

 

18,467

 

 

74,303

 

 

76,757

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs

 

 

7,892

 

 

8,534

 

 

33,037

 

 

34,851

 

Selling, general and administrative

 

 

6,129

 

 

6,739

 

 

25,244

 

 

26,303

 

Depreciation and amortization

 

 

3,258

 

 

3,208

 

 

13,068

 

 

12,831

 

 

 

 

17,279

 

 

18,481

 

 

71,349

 

 

73,985

 

Operating income (loss)

 

 

354

 

 

(14

)

 

2,954

 

 

2,772

 

Interest expense

 

 

(3,400

)

 

(3,529

)

 

(13,649

)

 

(14,307

)

Loss from operations before income taxes

 

 

(3,046

)

 

(3,543

)

 

(10,695

)

 

(11,535

)

Income tax benefit

 

 

155

 

 

180

 

 

544

 

 

587

 

Net loss

 

$

(2,891

)

$

(3,363

)

$

(10,151

)

$

(10,948

)

Loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted:

 

$

(0.20

)

$

(0.23

)

$

(0.69

)

$

(0.75

)

Weighted average shares outstanding

 

 

14,623,445

 

 

14,623,445

 

 

14,623,445

 

 

14,623,445

 

 

 



American Community Newspapers Inc.

Unaudited Consolidated Balance Sheets

($000s)

 

 

 

December 30, 2007

 

December 31, 2006

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,521

 

$

1,193

 

Cash equivalents held in Trust Fund

 

 

 

 

77,036

 

Accounts receivable, net of allowance for doubtful accounts of $88 at December 30, 2007

 

 

7,010

 

 

 

Inventories

 

 

619

 

 

 

Other current assets

 

 

754

 

 

125

 

Total current assets

 

 

9,904

 

 

78,354

 

Property, plant, and equipment, net of accumulated depreciation of $897 at December 30, 2007

   

   

9,324

 

   

   

Goodwill

 

 

90,110

 

 

 

Intangible assets, net of accumulated amortization of $5,487 at December 30, 2007

 

 

105,111

 

 

 

Other assets

 

 

100

 

 

 

Total assets

 

$

214,549

 

$

78,354

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

1,401

 

$

278

 

Accrued expenses

 

 

2,232

 

 

 

Accrued interest

 

 

2,018

 

 

 

Deferred revenue

 

 

1,314

 

 

 

Current portion of long-term liabilities

 

 

2,100

 

 

 

Taxes payable

 

 

 

 

249

 

Deferred dividends

 

 

 

 

654

 

Total current liabilities

 

 

9,065

 

 

1,181

 

Long-term liabilities:

 

 

 

 

 

 

 

Long-term debt

 

 

137,866

 

 

 

Deferred income taxes

 

 

1,862

 

 

 

Redeemable preferred stock, $.0001 par value, Authorized 1,000,000 shares; 42,193 issued and outstanding shares at December 30, 2007

 

 

4,557

 

 

 

Total liabilities

 

 

153,350

 

 

1,181

 

Common Stock, subject to conversion 2,758,620 shares at conversion value

 

 

 

 

14,745

 

Stockholders’ equity

 

 

 

 

 

 

 

Common stock, $.0001 par value, Authorized 50,000,000 shares Issued and outstanding 14,623,445 and 16,800,000 shares, respectively

 

 

1

 

 

2

 

Additional paid-in capital

 

 

64,329

 

 

60,969

 

Retained (deficit) earnings

 

 

(3,131

)

 

1,457

 

Total stockholders’ equity

 

 

61,199

 

 

62,428

 

Total liabilities and stockholders’ equity

 

$

214,549

 

$

78,354

 

 

 



Reconciliation of Net Income (Loss) to Pro Forma Adjusted EBITDA

($000s)

 

 

 

Three Months Ended 

 

Year Ended 

 

 

 

December 30,
2007

 

December 31,
2006

 

December 30,
2007

 

December 31,
2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (loss)

 

$

(2,772

)

$

147

 

$

(4,588

)

$

1,046

 

Income tax (benefit) expense

 

 

(448

)

 

85

 

 

(310

)

388

 

Non-cash stock based compensation expense

 

 

101

 

 

 

 

249

 

 

Interest income

 

 

 

 

532

 

 

(1,211

)

(1,997

)

Interest expense

 

 

3,649

 

 

 

 

7,325

 

 

Depreciation and amortization

 

 

3,183

 

 

 

 

6,384

 

 

Other non-recurring items

 

 

 

 

(764

)

 

259

 

563

 

Adjustments for acquisitions

 

 

 

 

3,690

 

 

8,830

 

16,948

 

Pro Forma Adjusted EBITDA

 

$

3,713

 

$

3,690

 

$

16,938

$

16,948

 

Reconciliation of Net Income (Loss) to Newspaper Cash Flow

($000s)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 30,
2007

 

December 31,
2006

 

December 30,
2007

 

December 31,
2006

 

Net Income (loss)

 

$

(2,772

)

$

147

 

$

(4,588

)

$

1,046

 

Income tax (benefit) expense

 

 

(448

)

 

85

 

 

(310

)

 

388

 

Non-cash stock based compensation expense

 

 

101

 

 

 

 

249

 

 

 

Interest income

 

 

 

 

532

 

 

(1,211

)

 

(1,997

)

Interest expense

 

 

3,649

 

 

 

 

7,325

 

 

 

Depreciation and amortization

 

 

3,183

 

 

 

 

6,384

 

 

 

Other non-recurring items

 

 

 

 

(764

)

 

259

 

 

563

 

Corporate expense

 

 

570

 

 

361

 

 

1,902

 

 

1,482

 

Adjustments for acquisitions

 

 

 

 

3,690

 

 

8,831

 

 

16,948

 

Newspaper Cash Flow

 

$

4,283

 

$

4,051

 

$

18,841

 

$

18,430

 

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