EX-99.1 3 file3.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

THIRD QUARTER EARNINGS RESULTS

DALLAS, TX – November 14, 2007 – American Community Newspapers Inc. (AMEX: ANE) (“ACN”) today reported financial results for the third quarter ended September 30, 2007. Comparisons are made on a pro forma basis to the 2006 third quarter 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 Third Quarter Pro Forma Performance:

 

Total revenue was $18.5 million, down 6.3% from pro forma total revenue of $19.8 million in the prior year quarter. The decline was primarily due to the soft advertising environment, specifically at ACN’s Minneapolis-St. Paul cluster. In addition, ACN faced difficult year-over-year comparisons. In the third quarter of 2006, the newspaper industry experienced a revenue decline of 1.5% according to the Newspaper Association of America while ACN delivered organic revenue growth of 5.6% during this same period.

 

Advertising revenue decreased 6.3% to $17.2 million from the third quarter of 2006. Excluding the Minneapolis-St. Paul cluster, advertising revenue was down 1.9%.

 



 

Pro forma adjusted EBITDA was $4.4 million, down 8.1% from the prior year quarter and flat to the prior year quarter when adjusted for the corporate expense increase due to public company costs incurred in the 2007 third quarter.

 

Newspaper cash flow, which is defined as pro forma adjusted EBITDA prior to corporate expenses, was $5.0 million, down 3.6% year-over-year. Excluding the Minneapolis-St. Paul cluster, newspaper cash flow was up 17.7%.

 

Net loss was $2.5 million, or $0.17 per diluted share, relatively flat with the prior year quarter on a pro forma basis.

 

Internet advertising revenues increased 40.3% year-over-year in the 2007 third quarter. ACN newspaper Web sites generated 5.1 million page views and had 1.3 million unique users during the month of September 2007.

 

ACN’s 100 print products had a total circulation of 1.4 million in the 2007 third quarter. ACN has a free, controlled-distribution model for most of its print products, with circulation accounting for only 3.7% of total Company revenues in the period.

“While revenue trends in the third quarter were disappointing, the majority of the decline was isolated in the Minneapolis-St. Paul market and we have already taken a number of steps to address the performance of this cluster,” said Gene Carr, Chairman and Chief Executive Officer of ACN. “Importantly, our other markets have held up nicely in a difficult advertising environment, and all of the remaining clusters individually delivered double digit newspaper cash flow growth and a revenue decline in the low single digits.”

Mr. Carr concluded, “Overall we continue to execute on our operating plan and are taking the right steps to build shareholder value for the long-term. We remain well-positioned to improve margins and profitability as we continue to focus on cost controls and fully realize the opportunities in our Columbus cluster acquisition. In addition, as shown by our recent relaunch of the Columbus Web site, we are continually enhancing our digital platform and adding value for readers and advertisers. We are energized by our progress and look forward to seeing our recent growth initiatives take hold.”

 

 



Nine Months Ended September 30, 2007 (Pro Forma):

 

Total revenue was $56.7 million, down 2.8% from total revenue of $58.3 million in the prior year period.

 

Advertising revenue decreased 2.6% to $52.3 million from the first nine months of 2006.

 

Pro forma adjusted EBITDA was $13.2 million, down $33,000 or 0.2% from the prior year period, and pro forma adjusted EBITDA margin increased from 22.7% to 23.3% in this period.

 

Newspaper cash flow, which is defined as pro forma adjusted EBITDA prior to corporate expenses, was $14.6 million, up 1.2% year-over-year, and newspaper cash margin increased from 24.7% to 25.7% in this period.

 

Net loss was $7.8 million, or $0.54 per diluted share, compared to a net loss of $8.2 million or $0.56 per diluted share in the prior year period.

Conference Call & Webcast

ACN will host a conference call at 4:30 p.m. ET today to discuss 2007 third quarter financial 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 21396371.

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 21396371, through November 21, 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 September 30, 2007 and 2006 and the nine months ended September 30, 2007 and 2006. This pro forma presentation for the three and nine months ended September 30, 2007 and 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 nine month periods ended September 30, 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 Condensed Consolidated Statements of Operations

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

$

17,160,633

 

$

 

$

17,160,633

 

$

 

Circulation

 

 

679,843

 

 

 

 

679,843

 

 

 

Commercial printing and other

 

 

695,609

 

 

 

 

695,609

 

 

 

Total revenues

 

 

18,536,085

 

 

 

 

18,536,085

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs

 

 

8,080,168

 

 

 

 

8,080,168

 

 

 

Selling, general and administrative

 

 

6,209,330

 

 

87,696

 

 

6,468,189

 

 

262,688

 

Depreciation and amortization

 

 

3,201,036

 

 

 

 

3,201,036

 

 

 

 

 

 

17,490,534

 

 

87,696

 

 

17,749,393

 

 

262,688

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

1,045,551

 

 

(87,696

)

 

786,692

 

 

(262,688

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(3,671,609

)

 

 

 

(3,675,863

)

 

 

Other income

 

 

187,747

 

 

524,397

 

 

1,211,138

 

 

1,464,757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations before income taxes

 

 

(2,438,311

)

 

436,701

 

 

(1,678,033

)

 

1,202,069

 

Income tax benefit (expense)

 

 

106,084

 

 

(106,000

)

 

(137,916

)

 

(303,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(2,332,227

)

$

330,701

 

$

(1,815,949

)

$

899,069

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted:

 

$

(0.16

)

$

0.02

 

$

(0.11

)

$

0.05

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

14,623,445

 

 

16,800,000

 

 

16,066,509

 

 

16,800,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

American Community Newspapers Inc.

Consolidated Statements of Operations (Pro Forma)

 

 

 

Pro Forma

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

$

17,160,633

 

$

18,309,088

 

$

52,317,416

 

$

53,701,956

 

Circulation

 

 

679,843

 

 

641,816

 

 

2,377,489

 

 

2,375,794

 

Commercial printing and other

 

 

695,609

 

 

821,176

 

 

1,974,759

 

 

2,212,617

 

Total revenues

 

 

18,536,085

 

 

19,772,080

 

 

56,669,664

 

 

58,290,367

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs

 

 

8,080,166

 

 

8,887,040

 

 

25,144,142

 

 

26,294,215

 

Selling, general and administrative

 

 

6,209,330

 

 

6,408,517

 

 

19,161,846

 

 

19,656,554

 

Depreciation and amortization

 

 

3,276,038

 

 

3,226,038

 

 

9,828,114

 

 

9,678,114

 

 

 

 

17,565,534

 

 

18,521,595

 

 

54,134,102

 

 

55,628,883

 

Operating income

 

 

970,551

 

 

1,250,485

 

 

2,535,562

 

 

2,661,484

 

Interest expense

 

 

(3,453,756

)

 

(3,619,756

)

 

(10,361,268

)

 

(10,859,268

)

Other income

 

 

 

 

 

 

 

 

 

Loss from operations before income taxes

 

 

(2,483,205

)

 

(2,369,271

)

 

(7,825,706

)

 

(8,197,784

)

Income tax benefit (expense)

 

 

 

 

 

 

 

 

 

Net loss

 

$

(2,483,205

)

$

(2,369,271

)

$

(7,825,706

)

$

(8,197,784

)

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted:

 

$

(0.17

)

$

(0.16

)

$

(0.54

)

$

(0.56

)

Weighted average shares outstanding

 

 

14,623,445

 

 

14,623,445

 

 

14,623,445

 

 

14,623,445

 

 

 



 

 American Community Newspapers Inc.

Condensed Consolidated Balance Sheets

 

 

 

 

September 30,

 

 

December 31,

 

 

 

 

2007

 

 

2006

 

 

 

 

(unaudited) 

 

 

 

 

Assets

             

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,429,484

 

$

1,192,704

 

Cash equivalents held in Trust Fund

 

 

 

 

77,036,463

 

Accounts receivable, net of allowance for doubtful accounts of $13,368 at September 30, 2007

 

 

7,914,262

 

 

 

Inventory

 

 

673,895

 

 

 

Prepaid expenses and other

 

 

764,006

 

 

125,066

 

Total current assets

 

 

11,781,647

 

 

78,354,233

 

Property, plant, and equipment, net of accumulated depreciation of $457,586 at September 30, 2007

 

 

9,673,935

 

 

 

Goodwill

 

 

90,285,205

 

 

 

Intangible assets, net of accumulated amortization of $2,743,450 at September 30, 2007

 

 

107,853,493

 

 

 

Other assets

 

 

100,000

 

 

 

Total assets

 

219,694,280

 

$

78,354,233

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

1,050,000

 

$

 

Accounts payable

 

 

1,433,232

 

 

278,348

 

Accrued expenses

 

 

2,531,090

 

 

 

Accrued interest

 

 

2,181,693

 

 

 

Deferred revenue

 

 

1,360,996

 

 

 

Income taxes payable

 

 

7,146

 

 

248,828

 

Deferred dividends

 

 

 

 

654,165

 

Total current liabilities

 

 

8,564,157

 

 

1,181,341

 

Long-term liabilities:

 

 

 

 

 

 

 

Long-term debt

 

 

140,559,589

 

 

 

Deferred income taxes

 

 

2,323,005

 

 

 

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

 

 

4,377,610

 

 

 

Total liabilities

 

 

155,824,361

 

 

1,181,341

 

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

 

 

 

 

14,745,424

 

Stockholders’ equity

 

 

 

 

 

 

 

Common stock, $.0001 par value; 50,000,000 authorized shares; 14,623,445 and 16,800,000 issued and outstanding shares at September 30, 2007 and December 31, 2006, respectively

 

 

1,462

 

 

1,680

 

Additional paid-in capital

 

 

64,227,696

 

 

60,969,078

 

Retained earnings (deficit)

 

 

(359,239

)

 

1,456,710

 

Total stockholders’ equity

 

 

63,869,919

 

 

62,427,468

 

Total liabilities and stockholders’ equity

 

219,694,280

 

78,354,233

 

 

 



 

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

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Net income (loss)

 

$

(2,332,227

)

$

330,701

 

$

(1,815,949

)

$

899,069

 

Income tax expense (benefit)

 

 

(106,084

)

 

106,000

 

 

137,916

 

 

303,000

 

Non-cash stock based compensation expense

 

 

147,493

 

 

 

 

147,493

 

 

 

Interest expense, net

 

 

3,483,862

 

 

(524,397

)

 

2,464,722

 

 

(1,464,757

)

Depreciation and amortization

 

 

3,201,036

 

 

 

 

3,201,036

 

 

 

Other non-recurring items

 

 

 

 

87,696

 

 

258,859

 

 

262,688

 

Adjustment for acquisitions

 

 

 

 

4,782,716

 

 

8,831,108

 

 

13,257,772

 

Pro Forma Adjusted EBITDA

 

$

4,394,080

 

$

4,782,716

 

$

13,225,185

 

$

13,257,772

 

Reconciliation of Net Income (Loss) to Newspaper Cash Flow

 

 

 

Three months ended
September 30, 

 

Nine months ended
September 30, 

 

 

 

2007

 

2006

 

2007

 

2006

 

Net income (loss)

 

$

(2,332,227

)

$

330,701

 

$

(1,815,949

)

$

899,069

 

Income tax expense (benefit)

 

 

(106,084

)

 

106,000

 

 

137,916

 

 

303,000

 

Non-cash stock based compensation expense

 

 

147,493

 

 

 

 

147,493

 

 

 

Interest expense, net

 

 

3,483,862

 

 

(524,397

)

 

2,464,722

 

 

(1,464,757

)

Depreciation and amortization

 

 

3,201,036

 

 

 

 

3,201,036

 

 

 

Other non-recurring items

 

 

 

 

87,696

 

 

258,859

 

 

262,688

 

Corporate expense

 

 

563,930

 

 

361,272

 

 

1,332,574

 

 

1,121,557

 

Adjustment for acquisitions

 

 

 

 

4,782,716

 

 

8,831,108

 

 

13,257,772

 

Newspaper Cash Flow

 

$

4,958,010

 

$

5,143,988

 

$

14,557,759

 

$

14,379,329

 

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