-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LpYVcE69G1/3u71WnPfoZ3uvGTkCbSqTmWivxABPi2DO7pgnMJW5aWL7PnQMQ0o+ wkArVvGwYmWB2wvdptwBmw== 0001144204-07-024598.txt : 20070511 0001144204-07-024598.hdr.sgml : 20070511 20070511171135 ACCESSION NUMBER: 0001144204-07-024598 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070511 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070511 DATE AS OF CHANGE: 20070511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triple Crown Media, Inc. CENTRAL INDEX KEY: 0001333291 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 203012824 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51636 FILM NUMBER: 07843226 BUSINESS ADDRESS: STREET 1: 546 EAST MAIN STREET CITY: LEXINGTON STATE: KY ZIP: 40508 BUSINESS PHONE: (859) 226-4678 MAIL ADDRESS: STREET 1: 546 EAST MAIN STREET CITY: LEXINGTON STATE: KY ZIP: 40508 8-K 1 v074717_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2007 Triple Crown Media, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51636 20-3012824 - ---------------------------- ----------- ------------------ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 546 East Main Street, Lexington, Kentucky 40508 ----------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (859) 226-4678 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 2 Financial Information Item 2.02 Results of Operations and Financial Condition. The information set forth under this Item 2.02 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. On May 11, 2007, Triple Crown Media, Inc. issued a press release reporting its financial results for the quarter ended March 31, 2007. A copy of the press release is hereby attached as Exhibit 99.1 and incorporated herein by reference. Section 9 Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description Exhibit 99.1 Press Release dated May 11, 2007. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Triple Crown Media, Inc. Date: May 11, 2007 By: /s/ Mark G. Meikle ------------------------------------- Name: Mark G. Meikle Title: Executive Vice President and Chief Financial Officer EX-99.1 2 v074717_ex99-1.txt Triple Crown Media, Inc. Announces Third Quarter Results LEXINGTON, Ky., May 11 /PRNewswire-FirstCall/ -- Triple Crown Media, Inc. (Nasdaq: TCMI) announces that for the third quarter ended March 31, 2007, total revenues were $36.3 million and loss from continuing operations was ($0.6) million, or ($.11) per share compared to total revenues of $32.6 million and $0.5 million of earnings from continuing operations, or $.09 per share in the third quarter of last year. The quarter was adversely affected by higher amortization expense due to the acquisition of Pinnacle Sports Productions, LLC in September 2006, higher corporate and administrative expenses principally due to stock compensation expense, higher interest expense due to higher interest rates and debt levels and a loss on the disposal of equipment used in printing services. For the nine months ended March 31, 2007, total revenues were $113.5 million and a loss from continuing operations was ($0.6) million, or ($.12) per share compared to total revenues of $56.6 million and earnings from continuing operations of $0.9 million, or $.18 per share for the comparable period in 2006. The year to date was adversely affected by higher corporate and administrative expenses and interest expense. Certain of the Company's expenses for periods prior to the spin-off of the Company from Gray Television, Inc. (Gray) on December 30, 2005, including corporate and administrative expenses resulted from allocations of costs and expenses from Gray. Prior to the spin-off, Gray also provided the capitalization for the Company, and as a result the Company had no interest-bearing debt before December 30, 2005. Therefore, the reported financial results for the nine months ended March 31, 2006 are not indicative of the financial results of the Company as a separate, stand-alone entity. "The revenues from our Newspaper Publishing, Collegiate Marketing and Production Services, and Association Management Services businesses increased by 15%, 13%, and 11%, respectively, compared to the same quarter last year," said Thomas J. Stultz, President and CEO of Triple Crown Media. "Earnings before interest taxes depreciation and amortization ('EBITDA') increased by $0.3 million for our Newspaper Publishing business. EBITDA for our collegiate properties increased by $0.1 million but this increase was more than offset by a decrease of approximately ($0.3) million related to our printing services. We disposed of equipment used in printing services to print certain sports marketing related publications on March 22, 2007, as we have determined that we can outsource these publications at a lower cost. EBITDA decreased by ($0.5) million at the Company's Wireless business. Finally, non-cash expenses related to amortization and gain or loss on sale of assets increased by $1.3 million over the prior year quarter." "On a pro-forma(1) basis, the revenues from our Newspaper Publishing, Collegiate Marketing and Production Services, and Association Management Services businesses increased by 20%, 22% and 15%, respectively, compared to the same nine month period last year," said Mr. Stultz. "EBITDA for the nine months ended March 31, 2007 increased by $2.8 million, $1.3 million and $1.0 million for our Newspaper Publishing, Collegiate Marketing and Production Services, and Association Management Services businesses over the same period last year, respectively. The Wireless business' revenue declined 18% and had almost no EBITDA for the nine month period ended March 31, 2007. Non-cash expenses related to amortization and gain or loss on sale of assets increased $0.4 million for the nine months ended March 31, 2007 versus the same period ending March 31, 2006." Until December 30, 2005, the Company's Newspaper Publishing and Wireless businesses were owned and operated by Gray Television, Inc., operating as wholly-owned subsidiaries or divisions of Gray. Immediately following the distribution of our common stock to Gray's common stockholders on December 30, 2005 in a transaction referred to as the Spin-off, the Company acquired its Collegiate Marketing and Production Services business and Association Management Services business pursuant to a merger with Bull Run Corporation. Triple Crown Media owns and operates six daily newspapers and one weekly newspaper in Georgia, and provides paging and other wireless services in non- major metropolitan areas in Alabama, Florida and Georgia, where it also operates 14 retail locations. Triple Crown Media, through its subsidiary, Host Communications, Inc., is engaged in the Collegiate Marketing and Production Services business and Association Management Services business. The Collegiate Marketing and Production Services business provides sports marketing and production services to a number of collegiate conferences and universities and, through a contract with CBS Sports, on behalf of the National Collegiate Athletic Association. The Association Management Services business provides various associations with services such as member communication, recruitment and retention, conference planning, Internet web site management, marketing and administration. Non-GAAP Financial Measure In addition to presenting financial results in accordance with generally accepted accounting principles, or GAAP, this earnings release also presents earnings before interest, taxes, depreciation and amortization ("EBITDA"). EBITDA is calculated by deducting operating expenses from operating income and excluding amounts related to interest expense, income tax expense or benefit, depreciation expense, amortization expense and any gain or loss on disposal of assets. The Company believes this non-GAAP financial measure provides investors with additional insight into the Company's ongoing operating performance. This non-GAAP financial measure should be considered in conjunction with, but not as a substitute for, the financial information presented in accordance with GAAP. Conference Call Information: Triple Crown Media, Inc. will host a conference call to discuss its third quarter operating results on Tuesday, May 15, 2007 at 2:00 PM eastern time. The live dial-in phone number is 1-800-638-4817 (participant passcode 30702601). The call will be webcast live and will be available for replay at www.triplecrownmedia.com. The taped replay of the conference call will be available at 1-888-286-8010 (participant passcode 17751974) until July 15, 2007. (1) Pro-Forma refers to the results of operations for the nine months ended March 31, 2006, which includes the results of operations for our Collegiate Marketing and Production Services and Association Management businesses for the period during which they were owned by Bull Run Corporation prior to the Merger on December 30, 2005. TRIPLE CROWN MEDIA, INC. COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share data) Three Months Ended Nine Months Ended March 31, March 31, 2006 2007 2006 2007 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Operating revenues: Publishing $ 9,732 $ 11,236 $ 30,191 $ 36,236 Collegiate marketing and production services 18,967 21,404 19,064 64,952 Association management services 2,224 2,473 2,240 8,073 Wireless 1,725 1,138 5,102 4,198 32,648 36,251 56,597 113,459 Expenses: Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net: Publishing 7,082 8,308 22,407 25,678 Collegiate marketing and production services 15,821 18,464 15,922 58,225 Association management services 1,673 1,905 1,685 5,527 Wireless 1,456 1,387 4,830 4,209 Corporate and administrative 1,305 1,808 2,035 4,202 Depreciation 572 560 1,373 1,625 Amortization 620 1,045 3,836 2,875 (Gain) loss on disposal of assets, net (28) 824 (586) 807 28,501 34,301 51,502 103,148 Operating income 4,147 1,950 5,095 10,311 Other income (expense): Interest expense related to Series B preferred stock (113) (114) (114) (340) Interest expense, other (2,902) (3,408) (3,138) (9,870) Debt issue cost amortization (263) (300) (266) (851) Income (loss) from continuing operations before income taxes 869 (1,872) 1,577 (750) Income tax expense (benefit) 405 (1,298) 678 (121) Earnings (loss) from continuing operations 464 (574) 899 (629) Income from discontinued operations, net of tax 271 716 Net income (loss) 735 (574) 1,615 (629) Series A preferred stock dividends accrued (271) (272) (274) (814) Net income (loss) available to common stockholders $ 464 $ (846) $ 1,341 $ (1,443) Basic per share information: Earnings (loss) from continuing operations $ 0.09 $ (0.11) $ 0.18 $ (0.12) Income from discontinued operations $ 0.05 $ -- $ 0.14 $ -- Net income (loss) $ 0.14 $ (0.11) $ 0.33 $ (0.12) Net income (loss) available to common stockholders $ 0.09 $ (0.16) $ 0.27 $ (0.28) Weighted average shares outstanding 5,131 5,268 4,957 5,222 Three Months Ended Nine Months Ended March 31, March 31, 2006 2007 2006 2007 (Unaudited) (Unaudited) (Unaudited) (Unaudited) EBITDA by business segment: Operating revenues: Publishing $ 9,732 $ 11,236 $ 30,191 $ 36,236 Collegiate marketing and production services 18,967 21,404 19,064 64,952 Association management services 2,224 2,473 2,240 8,073 Wireless 1,725 1,138 5,102 4,198 Operating Revenue 32,648 36,251 56,597 113,459 Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net: Publishing 7,082 8,308 22,407 25,678 Collegiate marketing and production services 15,821 18,464 15,922 58,225 Association management services 1,673 1,905 1,685 5,527 Wireless 1,456 1,387 4,830 4,209 Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net 26,032 30,064 44,844 93,639 EBITDA by business segment: Publishing 2,650 2,928 7,784 10,558 Collegiate marketing and production services 3,146 2,940 3,142 6,727 Association management services 551 568 555 2,546 Wireless 269 (249) 272 (11) Total EBITDA of business segments 6,616 6,187 11,753 19,820 Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act: Except for the historical information contained herein, information set forth inthis news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," and variations of such words and similar expressions that indicate future events and trends are intended to identify such forward-looking statements. These forward-looking statements are subject to risks and uncertainties, which could cause the company's actual results or performance to differ materially from those expressed or implied in such statements. The Company makes no commitment to update any forward-looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statement. For additional information about the Company and its various risk factors, please see the Company's most recent Annual Report on Form 10-K and other documents as filed with the Securities and Exchange Commission. SOURCE Triple Crown Media, Inc. -0- 05/11/2007 /CONTACT: Thomas J. Stultz, President & Chief Executive Officer, +1-859-226-4356, or Mark G. Meikle, Executive Vice President & Chief Financial Officer, +1-859-226-4376, both of Triple Crown Media, Inc./ /Web site: http://www.triplecrownmedia.com / -----END PRIVACY-ENHANCED MESSAGE-----