Business Services Industry
Union Street Acquisition Corp. Announces Audited 2007 Results of RAZOR Business Strategy Consultants, LLC and Archway Marketing Services, Inc
Business Wire, April 14, 2008
* Combined Revenues Increase 17.8% to $106.9 million
* Combined Pro Forma Adjusted EBITDA Grows 92.3% to $15.1 million
* Combined Pro Forma Cash Earnings Increases 97.5% to $9.3 million
* 2008 Outlook Anticipates Continuing Double Digit Growth
ALEXANDRIA, Va. -- Union Street Acquisition Corp. (AMEX: USQ, USQ.U, USQ.WT) ("Union Street") announced results for the year ended December 31, 2007 for RAZOR Business Strategy Consultants, LLC ("RAZOR"), and Archway Marketing Services, Inc. ("Archway") based on information provided to Union Street from RAZOR and Archway. On February 27, 2008, Union Street announced that it had entered into definitive agreements to acquire privately held RAZOR, a rapidly growing direct and interactive marketing agency, and Archway, a leading provider of marketing operations management services.
Combined 2007 Financial Results
Combined revenues of RAZOR and Archway grew 17.8% from $90.8 million in 2006 to $106.9 million in 2007. Pro Forma Adjusted EBITDA increased from $7.9 million in 2006 to $15.1 million in 2007, or 92.3%. Including pro forma estimated income tax of 39%, reduced by a recurring annual tax benefit of $2.3 million, and other adjustments, Pro Forma Cash Earnings increased 97.5% from $4.7 million in 2006 to $9.3 million in 2007. Aggregate capital expenditures in 2006 and 2007 were $1.7 million and $2.6 million, respectively, representing 1.8% and 2.4% of revenues.
2007 Financial Results for RAZOR Business Strategy Consultants, LLC
RAZOR's revenue grew from $12.1 million in 2006 to $16.7 million in 2007, or 37.2%. Pro Forma Adjusted EBITDA increased 84.2% from $2.4 million in 2006 to $4.4 million in 2007. Including a $0.7 million recurring annual cash tax benefit in each year, RAZOR's Pro Forma Cash Earnings increased 61.6% from $1.9 million in 2006 to $3.1 million in 2007.
Significant accomplishments of RAZOR during 2007 included:
* Increased scope of services provided to Domino's, Rent-A-Center and Dunkin' Brands, increasing revenue at these clients by more than 35%;
* Established new relationships with Wendy's and Wireless Toyz; and
* Recognized in Ad Age as Top 40 Marketing Services Agency in 2007.
2007 Financial Results for Archway Marketing Services, Inc.
Archway's revenue grew from $78.7 million in 2006 to $90.3 million in 2007, or 14.8%. Pro Forma Adjusted EBITDA increased 95.8% from $5.5 million in 2006 to $10.7 million in 2007. Including a $1.5 million recurring annual cash tax benefit in each year, Archway's Pro Forma Cash Earnings increased 121.7% from $2.8 million in 2006 to $6.3 million in 2007.
Archway achieved a number of milestones in 2007, including:
* Expanded strategic relationships with Lowes, inComm, Nestle and Mars;
* Established new relationships with Genzyme, Newell Rubbermaid, Abbott Nutritional, NetSpend and a leading mutual fund manager; and
* Became the only marketing operations management organization certified to serve each of Visa, American Express, Discover Card and MasterCard in the rapidly growing prepaid card industry.
2008 Outlook
Union Street expects 2008 pro forma results for the combined companies to reflect:
* Revenues to be in the range of $116.5 to $122.8 million, representing an increase of 8.9% to 14.8% from 2007;
* Pro Forma Adjusted EBITDA to be in the range of $17.8 to $18.8 million, including approximately $750,000 of estimated incremental public company expenses, representing an increase of 17.3% to 23.9% from 2007; and
* Pro Forma Cash Earnings to be in the range of $10.7 to $11.3 million, representing an increase of 14.7% to 21.2% from 2007.
The 2008 revenue, Pro Forma Adjusted EBITDA and Pro Forma Cash Earnings guidance excludes any benefits associated with cross-selling or elimination of redundant costs and does not include any potential acquisitions. Capital expenditures are expected to be approximately $3.6 million in 2008.
Pro Forma Cash Earnings
For purposes of determining Pro Forma Cash Earnings, estimated pro forma income tax expense of 39% has been reduced by the annual tax savings that will be realized as a result of being allowed to claim tax amortization expense for the majority of the acquisition prices of RAZOR and Archway. Union Street estimates that $87.2 million of the aggregate acquisition prices of RAZOR and Archway will be amortizable over a fifteen-year period for state and federal income tax purposes. Based upon Union Street's estimated effective income tax rate of 39%, this amortization will reduce Union Street's annual tax liability by approximately $2.3 million per year for fifteen years.
The purchase price allocation for the proposed transactions has not yet been performed. The final determination of the purchase price allocation will be based on the fair values of assets acquired and liabilities assumed. The purchase price allocation will remain preliminary until we complete a third-party valuation and determine these fair values, as well as determine actual transaction costs, and finalize working capital adjustments. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the preliminary amounts.
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