Courtside Acquisition Corp.<br/>to acquire
In the community, With the community, For the community.
Roadshow Presentation
The attached slide show was filed with the Securities and Exchange Commission as part of a Form 8–K by Courtside Acquisition Corp. (“Courtside”) on May 15, 2007. Courtside is holding presentations for certain of its stockholders, as well as other persons who might be interested in purchasing Courtside’s securities, regarding its proposed acquisition of substantially all of the assets of American Community Newspapers LLC (“ACN” or the “Company”) and its affiliated subsidiary, as described in the Form 8–K. The attached slide show will be distributed to attendees of these presentations.
The attached slide show was filed with the Securities and Exchange Commission as part of a Form 8–K by Courtside Acquisition Corp. (“Courtside”) on May 15, 2007. Courtside is holding presentations for certain of its stockholders, as well as other persons who might be interested in purchasing Courtside’s securities, regarding its proposed acquisition of substantially all of the assets of American Community Newspapers LLC (“ACN” or the “Company”) and its affiliated subsidiary, as described in the Form 8–K. The attached slide show will be distributed to attendees of these presentations.
EarlyBirdCapital, Inc. (?EBC”), the managing underwriter of Courtside’s initial public offering (“IPO”) consummated in June 2005, is assisting Courtside in these efforts without charge, other than the reimbursement of its out-of-pocket expenses. Courtside and its directors and executive officers and EBC may be deemed to be participants in the solicitation of proxies for the special meeting of Courtside stockholders to be held to approve the acquisition.
Stockholders of Courtside and other interested persons are advised to read Courtside’s preliminary Proxy Statement and, when available, Courtside’s definitive Proxy Statement in connection with Courtside’s solicitation of proxies for the special meeting because these proxy statements will contain important information. Such persons can also read Courtside’s final Prospectus, dated June 30, 2005, for a description of the security holdings of Courtside’s officers and directors and their respective interests in the successful consummation of this business combination. The definitive Proxy Statement will be mailed to stockholders as of a record date to be established for voting on the acquisition. Stockholders will also be able to obtain a copy of the definitive Proxy Statement, without charge, by directing a request to: Courtside Acquisition Corp., 1700 Broadway, 17th Floor, New York, NY 10019. The preliminary Proxy Statement and definitive Proxy Statement, once available, can also be obtained, without charge, at the Securities and Exchange Commission’s internet site (http://www.sec.gov).
Safe Harbor
This presentation may contain forward–looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Courtside, ACN and their combined business after completion of the proposed acquisition. Forward–looking statements are statements that are not historical facts. Such forward–looking statements, based upon the current beliefs and expectations of Courtside’s and ACN’s management, are subject to risks and uncertainties which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward–looking statements: economic and demographics of the local communities ACN serves; paper costs; fluctuations in customer demand; shifting of traditional media spending from print to new media; ability to find, effectuate and integrate acquisitions; impact of significant indebtedness; declining circulation; seasonality; environmental and e mployee and safety issues; reliance on key personnel or inability to attract qualified personnel; as well as other relevant risks detailed in Courtside’s filing with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2006 and its quarterly report on Form 10-Q for the quarter ended March 31, 2007. The information set forth herein should be read in light of such risks.
This presentation may contain forward–looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Courtside, ACN and their combined business after completion of the proposed acquisition. Forward–looking statements are statements that are not historical facts. Such forward–looking statements, based upon the current beliefs and expectations of Courtside’s and ACN’s management, are subject to risks and uncertainties which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward–looking statements: economic and demographics of the local communities ACN serves; paper costs; fluctuations in customer demand; shifting of traditional media spending from print to new media; ability to find, effectuate and integrate acquisitions; impact of significant indebtedness; declining circulation; seasonality; environmental and e mployee and safety issues; reliance on key personnel or inability to attract qualified personnel; as well as other relevant risks detailed in Courtside’s filing with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2006 and its quarterly report on Form 10-Q for the quarter ended March 31, 2007. The information set forth herein should be read in light of such risks.
ACN is a pure-play community newspaper platform with market-leading positions in strategically clustered attractive markets, offering a tremendous value proposition for advertisers
Investment Highlights
Strategically clustered, pure-play community newspaper platform with market-leading positions
Strategically clustered, pure-play community newspaper platform with market-leading positions
ACN operates in a growing segment of the newspaper market
Affluent, desirable and high growth demographics in each core market
Controlled direct to home distribution to highly penetrating targeted markets
Historical revenue and EBITDA growth of 7.1% and 20.6%, respectively (1)
Experienced, dedicated management team and workforce
Cluster strategy provides the opportunity to realize synergies from cross-selling opportunities and significant cost efficiencies
Opportunity to grow organically by continuing to leverage off of its strong readership of localized content and increased demand for targeted zip code advertising
Growth opportunities through expansion in current and surrounding markets and new suburban market clusters
Execution of growth strategy continues with Columbus Cluster acquisition, which expands Company revenues by over 40% in one transaction
Based on 2004 – 2006E CAGR, excludes Columbus Cluster acquired 4/30/07
The Transaction
Courtside/ACN business combination
Courtside/ACN business combination
Asset purchase agreement signed January 24, 2007
ACN acquired C.M. Media – new Columbus Cluster – on April 30, 2007
Amended the purchase agreement on May 2, 2007
Expected closing Q2 2007
Terms of the transaction:
Purchase of substantially all of the assets of ACN, including C.M. Media
Purchase price of $204 million plus/minus working capital adjustments
Payable in cash and up to $12.5 million of Courtside stock
Management to hold approximately $1 million of Courtside stock following the transaction
Contingent payments
A range of $1 million to $15 million earnout with 2008 newspaper cash flow (“NCF”) ranging from $19 million to $21 million
$10 million payable to sellers if Courtside’s stock price is at least $8.50 for a specified period by July 2009
Transaction financing:
Courtside’s cash on hand at closing and up to $152 million of financing for which commitments have been received from BMO Capital Markets
Comparative Analysis
Closest peers trade at EBITDA multiples of approximately twice their long-term
Closest peers trade at EBITDA multiples of approximately twice their long-term
growth rates; Courtside’s acquisition EBITDA multiple is
(US$ in millions, except per share data)
Company Overview
American Community Newspapers
Daily newspapers:
Daily newspapers:
Weekly newspapers:
Niche publications:
Circulation:
2006 Revenue(1):
2006 NCF (1):
Dallas
2
2
14
6
Minneapolis
1
1
43
- --
Northern Virginia
- --
- --
4
4
Total
3
3
83
14
1,386,000
$76.8mm
$18.4mm
2007P Revenue (1):
2007P Revenue (1):
2007P NCF (1):
$79.1mm
$79.1mm
$20.6mm
ACN is a leading community newspaper publisher with operations in four attractive major U.S. markets
Columbus
- --
- --
22
4
(1) Pro forma for Columbus Cluster acquisition as if it occurred on the first day of the period
Minneapolis
Note: Map does not show two newspaper operations in Albany and Melrose, MN, which are located northwest of St. Cloud, MN
Detailed Market Profile
Dallas
Detailed Market Profile (Cont’d)
McKinney Courier-Gazette
Plano Insider
Penny Saver
Northern Virginia
Detailed Market Profile (Cont’d)
10
LOUDOUN <br/>COUNTY
FAIRFAX<br/>COUNTY
PRINCE<br/>WILLIAM<br/>COUNTY
Middleburg
South Riding
Dulles
Ashburn
Leesburg
Manassas
Clifton
Centreville
Manassas Park
Great Falls
Tysons Corner
McLean
Arlington
Alexandria
Falls<br/>Church
Springfield
Burke
Chantilly
Herndon Reston
Vienna
Oakton
Fairfax
Washington, DC
Leesburg Today
Loudoun Magazine
Loudoun Business
Great Falls / McLean / Oakton / Vienna Sun Gazette
Arlington Sun Gazette
Middleburg Life
Parent Life
Ashburn Today
Columbus
11
Bexley News
Big Walnut News
The Booster
The Times
Delaware News
Dublin News
Gahanna News
German Village Gazette
Grove City News
Hilliard Northwest News
New Albany News
Northwest Columbus News
Olentangy Valley news
Pickerington Times-Sun
Reynoldsburg News
Tri-village News
Westerville News & Public Opinion
Westland news
Whitehall News
Worthington News
Upper Arlington News
Northland News
Detailed Market Profile (Cont’d)
Production & Administration
Union <br/>County
Delaware <br/>County
Licking <br/>County
Franklin <br/>County
Madison <br/>County
Fairfield <br/>County
Pickaway <br/>County
Experienced, Industry-Leading Management Team
Joined ACN in December 2001
Joined ACN in December 2001
Prior work experience:
Prior work experience:
CEO, Southern Division, Brown Publishing
VP of Sales and Marketing, Trinity Holdings
President of Profits Through Marketing
EVP of Arundel Communications
Exec. Sales Director, Cincinnati Suburban Press
Prior work experience:
Prior work experience:
EVP and CFO, Novo Networks
Co-founder of Marcus and Partners
VP, Strategic Development of AMFM
SVP, Finance/Corp. Development for Marcus Cable
Director of Finance/Development, Crown Media
Prior work experience:
Prior work experience:
Group Advertising and Marketing Director for Brown Publishing
Publisher of The Morning Journal (Trinity Holdings)
Prior work experience:
Prior work experience:
Group Publisher of Greater Kansas City Community Newspapers (News Press-Gazette Company)
Group Publisher of Sun Publications (ACN)
Publisher of Times Herald (Bradford Publishing)
Prior work experience:
Prior work experience:
Publisher of Sun Gazette Newspapers
Prior work experience:
Prior work experience:
General Manager of Pennysaver Publications
Held numerous positions including Accounting Manager, VP of Operations and VP of Classifieds
Gene Carr
Gene Carr
Joined ACN in August 2001
Joined ACN in August 2001
Joined ACN in May 2002
Joined ACN in May 2002
Dan Wilson
Dan Wilson
Jeff Coolman
Jeff Coolman
Donna Talla
Donna Talla
Bill Weaver
Bill Weaver
Joined ACN in January 2007
Joined ACN in January 2007
Joined ACN in August 2005
Joined ACN in August 2005
Roy Biondi
Roy Biondi
Rejoined ACN in May 2007 (ACN’s former Kansas City Group Publisher)
Rejoined ACN in May 2007 (ACN’s former Kansas City Group Publisher)
Courtside Acquisition Corp.
ACN’s Newspapers are Local to the Communities they Serve
ACN focuses on local news that is consistently overlooked by metro newspapers, radio stations and television including:
ACN focuses on local news that is consistently overlooked by metro newspapers, radio stations and television including:
Local city council and government
School districts, high school sports and youth sports
Special editorial sections relevant to the community
Festivals, events and calendars
Local police, fire and rescue
Local businesses
Each of ACN’s community newspapers mirror the goings-on and happenings for that local audience; ACN has more local news gatherers than its direct competitors in many of its markets
High quality publications that have won awards for the Best Weekly Newspaper in the U.S. as well as over 100 awards for design, editorial and general excellence
U.S. Best Non-Daily Newspaper over 10,000 circulation – First Place, 2006 – Eden Prairie Sun Current (1)
Inland Press Foundation
Inland Press Foundation
ACN is an Integral Part of the Communities it Serves
ACN’s Publications by Region
Minneapolis
Minneapolis
www.mnsun.com
Apple Valley / Rosemount Sun Current
Bloomington Sun Current
Brooklyn Center Sun Post
Brooklyn Park Sun Post
Burnsville / Savage Sun Current
Eagan Sun Current
East Minnetonka Sun Sailor
Eden Prairie Sun Current
Edina Sun Current
Excelsior / Shorewood / Chanhassen Sun Sailor
Blaine / Spring Lake Park Sun Focus
Fridley / Columbia Heights Sun Focus
New Brighton / Mounds View Sun Focus
Roseville / Falcon Heights Sun Focus
New Hope / Golden Valley Sun Sailor
Plymouth East Sun Sailor
Plymouth West Sun Sailor
Richfield Sun Current
Robbinsdale / Crystal Sun Post
Hopkins Sun Sailor
Lakeville Sun Current
South St. Paul / Inver Grove Heights Sun Current
St. Louis Park Sun Sailor
Wayzata / Orono / Long Lake Sun Sailor
West Minnetonka / Deephaven Sun Sailor
West Saint Paul / Mendota Heights Sun Current
Stillwater Evening Gazette
The Valley Life
Champlin / Dayton Sun Press
Delano Eagle Sun Press
North Crow River Sun Press
Osseo / Maple Grove Sun Press
Rockford Area News Sun Press
South Crow River Sun Press
Stearns-Morrison Enterprise
Melrose Beacon
Carver County News
Gold Miner
Minneapolis (Cont’d)
Minneapolis (Cont’d)
Norwood Young America Times
The Laker
The Pioneer
Waconia Patriot
Monticello Times
Monticello Shopper
Dallas
www.scntx.com
Plano Star Courier
Plano Insider
Allen American
McKinney Courier-Gazette
Frisco Enterprise
Celina Record
Mesquite News
Rowlett Lakeshore Times
Little Elm Journal
Lewisville Leader
Flower Mound Leader
Coppell Gazette
The Colony Leader
Carrollton Leader
Southlake Times
Penny Saver
North Texas Life
Stonebridge Life
All About Frisco
All About Coppell
All About Flower Mound
Lantana
Northern Virginia
Northern Virginia
Leesburg Today - www.leesburgtoday.com
Ashburn Today - www.ashburntoday.com
Loudoun Magazine - www.loudounmagazine.com
Loudoun Business - www.loudounbusiness.com
Arlington Sun Gazette - www.sungazette.net
Great Falls / McLean / Oakton / Vienna Sun Gazette
Middleburg Life - www.middleburglife.net
Parent Life - www.nvparentlife.com
Columbus
www.snponline.com
Bexley News
Big Walnut News
The Booster
The Times
Delaware News
Dublin News
Gahanna News
German Village Gazette
Grove City News
Hilliard Northwest News
New Albany News
Northland News
Northwest Columbus News
Olentangy Valley News
Pickerington Times-Sun
Reynoldsburg News
Tri-Village News
Upper Arlington News
Westerville News & Public Opinion
Westland News
Whitehall News
Worthington News
Columbus Monthly Magazine - www.columbusmonthly.com
The Other Paper - www.theotherpaper.com
C.E.O. Magazine - www.columbusceo.com
Columbus Bride - www.columbusbride.com
Note: Boldface indicates recent acquisitions
Industry Overview
Newspapers are the third largest advertising medium in the U.S., estimated to account for 14.9% of 2007 U.S. advertising expenditures
Newspapers are the third largest advertising medium in the U.S., estimated to account for 14.9% of 2007 U.S. advertising expenditures
Total U.S. newspaper spending, advertising and circulation, is expected to increase at a compound annual growth rate (“CAGR”) of 1.9% from 2006-08, reaching $70.3 billion
Daily newspapers are expected to grow at a CAGR of 1.6% to $63.3 billion
Weekly newspapers are expected to grow at a CAGR of 4.6% to $7.0 billion
In 2005, large metropolitan newspapers saw greater drops in circulation than those in small and mid-sized markets
The top 50 dailies lost an average of 4.1% in circulation, exceeding the industry average of 3.2% decline
Source: Veronis Suhler Stevenson Communications Industry Forecast, 2006, Wall Street Research
Why Community Newspapers are Different
Community newspapers are often seen as less sensitive to a macroeconomic slowdown and are viewed as a mainstay of the community
Community newspapers are often seen as less sensitive to a macroeconomic slowdown and are viewed as a mainstay of the community
Community newspapers are well-positioned in their markets relative to major metro/daily newspapers
Community papers retain a virtual monopoly on intensely local content
Consumers value community newspapers’ local content for news and advertising
Local publications can often reach nearly 100% of the households in a distribution area by tailoring multiple publications to the local community, resulting in targeted, cost-effective advertising
Local publications are well positioned to capitalize on their existing markets and are able to grow their audience base by publishing proprietary online content
Source: Public companies’ filings, Wall Street research reports
Highlights of the Power of the Community Newspaper Platform(1)
? and are generally more affluent, more educated and have better jobs than metro audiences
Median household income in suburban markets is 68% higher than the national average
Median household income in suburban markets is 68% higher than the national average
70% of readers are college educated
86% of adults are interested in community news
86% of adults are interested in community news
60% of adults turn to community newspapers first for local news, events and sports
Study results
Statistical highlights for ACN’s Readers (2)
Suburban Newspapers of America and SNA/Belden study conducted in 2006
Suburban Newspapers of America and SNA/Belden study conducted in 2006
Readers in suburban communities have strong interests in community news?
ACN is a Best-in-Class Asset
Operates in Affluent, Desirable, High Growth Demographics
Stable Revenue Base
An Industry Leader in Profitability Metrics
Management Team With Successful Track Record of Acquisitions
Solidified a Leading Position in Delivering Proprietary Online Content in its Markets
Comparative Performance Analysis
Comparative Performance
ACN is an industry leader in revenue and EBITDA growth
Among the Fastest Growing and Most Affluent Markets in the U.S.
(1) Statistics from Sales & Marketing Management 2005 Survey of Buying Power
(1) Statistics from Sales & Marketing Management 2005 Survey of Buying Power
Minneapolis Cluster (Minneapolis-St. Paul MSA)
Minneapolis Cluster (Minneapolis-St. Paul MSA)
12th highest median household effective buying income (EBI) nationally
12th largest retail market with $74.2 billion in retail sales
Dallas Cluster (Dallas-Fort Worth MSA)
17th highest median household EBI nationally
7th largest retail market with $106.7 billion in retail sales
Over 30% of Texas retail sales in Dallas-Forth Worth area
Northern Virginia Cluster (Washington, DC MSA)
2nd highest median household EBI nationally
8th largest retail market with $89.5 billion in retail sales
Columbus Cluster (Columbus, OH MSA)
31st highest median household EBI nationally
U.S.<br/>average
Median Household Income (2)
Key Market Statistics (1)
ACN Enjoys Stable Revenue Base
Stable advertising revenues given ACN’s long-standing client relationships in ACN’s markets
Stable advertising revenues given ACN’s long-standing client relationships in ACN’s markets
Over 40,000(1) individuals and businesses advertise in ACN’s publications
ACN top 20 advertisers contributed 7.3% of 2006A(1) revenues
2006A Revenue Breakdown (1)
(1) Excludes Columbus Cluster
ACN has Aggressively Built its Internet Presence
ACN’s Internet portal provides unique, localized content that effectively increases “editions” through online breaking news, while increasing reach beyond printed products
ACN’s Internet portal provides unique, localized content that effectively increases “editions” through online breaking news, while increasing reach beyond printed products
Successful implementation of new online features:
Video news and sports coverage
Video retail advertisements
Blogging initiatives
User-generated content
Exceptional customer acceptance during 2006, as demonstrated by the following growth metrics:
Visits per month increased by approximately 300%
Page views increased by more than 200%
Revenue increased by 210% year-over-year reaching approximately 2% of ACN’s revenue in 2006 and 3.0% year-to-date in 2007(1)
Over the last twelve months, ACN has solidified a leading position in delivering local content through online media expansion
(1) Excludes Columbus Cluster
New Media / Internet Portal
Successful Track Record of Acquisitions
Add-on acquisitions leverage ACN’s existing operating platform delivering significant cash flow synergies contributing to reduction in purchase multiples
Dallas
McKinney Courier-Gazette, July 2005
McKinney Courier-Gazette, July 2005
Group of one daily, one weekly and other niche publications located in McKinney, Texas
Pre Acquisition Revenue: $2.8mm
Minneapolis
Northern Virginia
Monticello Times, May 2005
Monticello Times, May 2005
Group of one paid weekly and one free weekly publications located in Monticello, Minnesota
Pre Acquisition Revenue: $1.6mm
Suburban Washington Newspapers / Sun Gazette, August 2005
Suburban Washington Newspapers / Sun Gazette, August 2005
Group of two weekly and two monthly publications located principally in Fairfax and Loudoun County Virginia
Pre Acquisition Revenue: $3.2mm
Circulation: 105,000
Amendment One / Leesburg Today, March 2006
Group of one weekly, one monthly and one quarterly publications located in Loudoun County Virginia
Pre Acquisition Revenue: $5.6mm
Columbus
C.M. Media, Inc.
C.M. Media, Inc.
Group of 22 weekly newspapers and 4 niche publications in and around the Columbus metropolitan area
Pre-acquisition <br/>revenue: $23.3mm
Growth Strategy
Organic Growth
Strategic Add-on Acquisitions
New Cluster Acquisitions
Organic Growth
ACN has a Multi-Faceted Growth Strategy
Continue to capitalize on household growth in ACN’s markets
Continue to capitalize on household growth in ACN’s markets
Continue to capture a larger number of local and major national advertisers through increased calls, training and territory staffing
Continue to strengthen ACN’s position as a leading provider of local print and online content
Continue to develop new products and enhance ACN’s existing products in order to increase the value proposition for both ACN’s advertisers and ACN’s readers
ACN has a Multi-Faceted Growth Strategy (Cont’d)
Strategic Add-on Acquisitions
New Cluster Acquisitions
Large and fragmented marketplace = acquisition opportunities
Large and fragmented marketplace = acquisition opportunities
Expansion opportunities in contiguous markets to further leverage clustered platform
Leverage scale and clustering advantage to increase revenue and EBITDA growth
Available capacity in existing press facilities
Expanded advertising packages and greater zoning options
New stand-alone clusters in similarly attractive suburban markets
New stand-alone clusters in similarly attractive suburban markets
Columbus
Non-auction opportunities successfully identified and executed
NCF
Revenue Growth
Historical Financial Overview (1)
Each year pro forma for all completed acquisitions excluding Columbus Cluster which was acquired 4/30/07
Each year pro forma for all completed acquisitions excluding Columbus Cluster which was acquired 4/30/07
CAGR 7.0%
CAGR 18.7%
EBITDA Growth
CAGR 17.2%
($ in millions)
($ in millions)
($ in millions)
Pro Forma for Columbus and Projected Financial Overview
Pro forma for Columbus Cluster acquisition
Summary
Pure-play community newspaper platform
Strategically clustered market-leading positions in attractive markets, offering a tremendous value proposition for advertisers
Strong financial profile generating significant revenue and EBITDA growth
Experienced, dedicated, successful management team and workforce
Strong track record of acquiring and integrating new assets as well as growing organically
ACN has solidified its position in its markets delivering proprietary online content