-----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, E/hkfOGKQv2ffyemyrsrRLF9/tkfoRPAF1Sb4Tobvno9Q5SQFbJtSP5OvD5N9HrA 8+feM3NIvTSWebX/5RKMoQ== 0001144204-07-062408.txt : 20071116 0001144204-07-062408.hdr.sgml : 20071116 20071116090828 ACCESSION NUMBER: 0001144204-07-062408 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071116 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071116 DATE AS OF CHANGE: 20071116 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: 071251537 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 v094724_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): November 16, 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 November 16, 2007, Triple Crown Media, Inc. issued a press release reporting its financial results for the quarter ended September 30, 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 November 16, 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: November 16, 2007 By: /s/ Mark G. Meikle ----------------------------------- Name: Mark G. Meikle Title: Executive Vice President and Chief Financial Officer EX-99.1 2 v094724_ex99-1.txt Exhibit 99.1 [Triple Crown Media Logo] 546 E. Main Street o Lexington, KY 40508 o 859-226-4356 o www.triplecrownmedia.com News Release November 16, 2007 TRIPLE CROWN MEDIA, INC. ANNOUNCES FIRST QUARTER 2008 RESULTS Lexington, Kentucky - Triple Crown Media, Inc. (Nasdaq: TCMI) announces that for the first quarter ended September 30, 2007, total revenues were $11.9 million and loss from continuing operations was $2.2 million, or ($.42) per share compared to total revenues of $11.9 million and loss from continuing operations of $1.0 million, or ($.19) per share for the first quarter ended September 30, 2006. The quarter was adversely affected by higher interest expense due to higher average debt levels, higher corporate expenses due to non-cash share-based compensation and a lower income tax benefit. Discontinued operations gives affect to the previously announced disposition of Host Communications, a wholly owned subsidiary of the Company. "EBITDA for the first quarter of the fiscal year ending June 30, 2008 was $2.1 million compared to $2.3 million for the comparable quarter for the prior year, the decrease being primarily due to non-cash share-based compensation. Our publishers deserve a lot of credit for their efforts in maximizing revenues and controlling expenses when the newspaper industry is experiencing what we believe are temporary declines in: automotive, help wanted and real estate advertising" said Thomas J. Stultz, President and CEO of Triple Crown Media, Inc. Triple Crown Media owns and operates six daily newspapers and one weekly newspaper in Georgia. 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.
(Unaudited) Three months ended September 30, 2006 2007 ---------------------------------------- Operating revenues $ 11,985 $ 11,958 Expenses: Operating expenses before depreciation and amortization Publishing 8,527 8,539 Corporate and administrative 1,113 1,274 Depreciation 279 270 Amortization 166 165 ---------------------------------------- 10,085 10,248 ---------------------------------------- Operating income 1,900 1,710 Other expenses: Interest expense related to Series B preferred stock (113) (114) Interest expense, other (3,153) (3,505) Debt issue cost amortization (266) (321) ---------------------------------------- Loss from continuing operations before income taxes (1,632) (2,230) Income tax benefit (646) (20) ---------------------------------------- Loss from continuing operations (986) (2,210) Discontinued operations: Income (loss) from discontinued operations, net 241 (24,012) ---------------------------------------- Net loss (745) (26,222) Series A preferred stock dividends accrued (271) (272) ---------------------------------------- Net loss available to common stockholders $ (1,016) $ (26,494) ======================================== Basic and diluted per share information: Loss from continuing operations $ (0.19) $ (0.42) Loss from discontinued operations, net of tax $ 0.05 $ (4.51) Net loss $ (0.14) $ (4.93) Net loss available to common shareholders $ (0.20) $ (4.98) Weighted average shares outstanding 5,169 5,319
Three Months Ended Three Months Ended September 30, 2006 September 30, 2007 (Unaudited) (Unaudited) EBITDA: Operating Revenues $ 11,985 $ 11,958 Operating Expenses before depreciation and amortization 9,640 9,813 EBITDA $ 2,345 $ 2,145
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 in this 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. Contacts: Robert S. Prather, Chairman, at (404) 266-8333, or Mark G. Meikle, Executive Vice President & Chief Financial Officer, at (859) 226-4376 -----END PRIVACY-ENHANCED MESSAGE-----