The purchase includes assets and certain assumed liabilities of The Record and all affiliated publications ("The Record Group") for a cash purchase price of $144 million, plus net working capital. The transaction is subject to regulatory approval and customary closing conditions and is expected to close by the end of the second quarter of 2003.
The Record is the leading daily newspaper serving the fast-growing city of Stockton and surrounding San Joaquin County in Northern California's Central Valley, one of the fastest growing markets in California. The Record has daily paid circulation of 59,271 and Sunday circulation of 72,698. The Record Group had combined 2002 revenues of $37 million and EBITDA(1) of $10.6 million. Dow Jones projects The Record Group to generate full-year 2003 pro-forma revenues of approximately $38 million and EBITDA(1) of $12 million, after purchase synergies and adjustments. The transaction is expected to be accretive to earnings per share in 2003 and beyond.
Peter R. Kann, chairman and CEO of Dow Jones said: "The acquisition of The Record is an exciting next step in our Business Now strategic plan priority to enhance our Ottaway Newspaper portfolio. With this acquisition, we will redeploy a sizable portion of the proceeds from last year's divestiture of five less strategic, slower growth newspapers, replacing a similar portion of their revenue and earnings with a more strategic and exciting new growth platform in fast-growing San Joaquin County. With its strong growth prospects, financial potential and history of more than 100 years of service to its community, The Record is an outstanding addition to Ottaway and Dow Jones. We are very pleased that The Record and its employees will be joining our publishing family."
Danforth W. Austin, chairman and CEO of Ottaway Newspapers said: "We are pleased to welcome The Record Group to our high quality and highly profitable portfolio of community newspapers. The Record operates in an attractive market, with above-average population and retail growth. We look forward to working with its employees, customers and the communities it serves to continue its success and tap its full growth potential."
With the acquisition, Ottaway will publish 15 daily newspapers with companion web sites and 17 weekly newspapers in nine states, with daily circulation of about 443,500 and Sunday circulation of about 501,000. Ottaway also owns more than 20 other publications, including shoppers. Each Ottaway newspaper is published and edited locally and each operates under a policy of autonomy, intended to preserve its commitment to the community it serves.
In addition to the Ottaway group of community newspapers, Dow Jones & Company (NYSE: DJ; dowjones.com) publishes The Wall Street Journal and its international and online editions, Barron's magazine, Dow Jones Newswires and Dow Jones Indexes. Dow Jones is co-owner with Reuters Group of Factiva, with Hearst of SmartMoney and with NBC of CNBC television operations in Asia and Europe. Dow Jones also provides news content to CNBC and radio stations in the U.S.
Information Relating To Forward-Looking Statements:
This press release contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those anticipated, including the Company's successful integration of the Stockton Record business into its existing portfolio of newspapers, the company's ability to strengthen its portfolio of community newspapers, particularly given the difficulty of finding quality newspapers to acquire, and such other risk factors as may be included from time to time in the company's reports filed with the Securities and Exchange Commission.
(1)EBITDA - Use of Non-GAAP Measures:
EBITDA is widely used in the community newspaper industry as a measure in evaluating the market value of community newspaper properties. EBITDA is not a measure of performance under generally accepted accounting principles and should not be construed as a substitute for net income as a measure of performance, nor as a substitute of cash flow as a measure of liquidity. EBITDA is computed by the company as operating income before the deduction of depreciation and amortization and was calculated for The Record Group as follows:
Proforma(a) (in millions) 2002 2003 Operating income $9.6 $10.5 Depreciation and amortization 1.0 1.5 EBITDA $10.6 $12.0
(a)Proforma includes annualized purchase synergies and assumes Ottaway owned The Record Group as of January 1, 2003.