-----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, ObOSZ+geI6ByzXveo9tvpZ7hftPeOR93kwoad2s3QSFnBS4NHtKWnXzbyuOeQoFM 1OTupnaBgO8vI0obvU6LZQ== 0001275287-06-005933.txt : 20061109 0001275287-06-005933.hdr.sgml : 20061109 20061109160523 ACCESSION NUMBER: 0001275287-06-005933 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061108 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061109 DATE AS OF CHANGE: 20061109 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: 061202227 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 tc7870.txt FORM 8-K ================================================================================ 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 8, 2006 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 8, 2006, Triple Crown Media, Inc. issued a press release reporting its financial results for the quarter ended September 30, 2006. 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 8, 2006. 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 8, 2006 By: /s/ Mark G. Meikle ------------------------------ Name: Mark G. Meikle Title: Executive Vice President and Chief Financial Officer EX-99.1 2 tc7870ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 546 E. Main Street o Lexington, KY 40508 o 859-226-4356 o www.triplecrownmedia.com News Release November 8, 2006 TRIPLE CROWN MEDIA, INC. ANNOUNCES FIRST QUARTER RESULTS Lexington, Kentucky - Triple Crown Media, Inc. (Nasdaq: TCMI) announces that for the first quarter ended September 30, 2006, total revenues were $29.1 million and a net loss available to common stockholders was ($1.0) million, or ($.20) per share. Until December 30, 2005, the Company's Newspaper Publishing and Graylink 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. "The revenues for the quarter ended September 30, 2006 from our Collegiate Marketing and Production Services and Association Management Services businesses, which were owned and operated by Bull Run Corporation during this same period in 2005, increased by 29% and 9%, on a year over year basis, respectively. In addition, revenues from our Newspaper business continued to increase by 22% compared to the same period last year." said Thomas J. Stultz, President and CEO of Triple Crown Media. "We are especially pleased that our Newspapers' operating income increased by 51%. In addition, the operating income for the quarter ended September 30, 2006 from our Association Management Services business, which was owned and operated by Bull Run Corporation during this same period in 2005, more than doubled and our seven collegiate schools in our Collegiate Marketing and Production Services business performed significantly better than last year as well even in this off-season quarter. Our Wireless division continued to make positive contributions to the Company's cash flows." Certain of the Company's expenses for periods prior to the Spin-off, including income tax expense and corporate and administrative expenses, result from allocations of costs and expenses from Gray. Prior to the Spin-off, Gray provided the capitalization for the Company, and as a result the Company had no interest-bearing debt during the three months ended September 30, 2005. Therefore, the reported financial results for the three months ended September 30, 2005 are not indicative of the financial results of the Company as a separate, stand-alone entity. 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 five associations with services such as member communication, recruitment and retention, conference planning, Internet web site management, marketing and administration. CONFERENCE CALL INFORMATION: Triple Crown Media, Inc. will host a conference call to discuss its first quarter operating results on November 10, 2006 at 2:00 PM eastern time. The live dial-in phone number is 1-800-299-8538 (participant passcode 78026696). 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 21435062) until November 27, 2006. TRIPLE CROWN MEDIA, INC. COMPARATIVE RESULTS OF OPERATIONS (Amounts in thousands, except per share data)
THREE MONTHS ENDED SEPTEMBER 30, ----------------------- 2005 2006 ---------- ---------- (Unaudited) Operating revenues: Publishing $ 9,786 $ 11,985 Collegiate marketing and production services 12,809 Association management services 2,724 Wireless 1,860 1,590 ---------- ---------- 11,646 29,108 Expenses: Operating expenses before depreciation, amortization and loss on disposal of assets, net: Publishing 7,498 8,527 Collegiate marketing and production services 12,791 Association management services 1,708 Wireless 1,724 1,356 Corporate and administrative 361 1,113 Depreciation 341 542 Amortization and impairment of intangible assets - 786 Gain on disposal of assets, net (599) (17) ---------- ---------- 9,325 26,806 ---------- ---------- Operating income 2,321 2,302 Other income (expense): Interest expense related to Series B preferred stock (113) Interest expense, other (3,154) Debt issue cost amortization (266) ---------- ---------- Income (loss) from continuing operations before income taxes 2,321 (1,231) Income tax expense (benefit) 884 (486) ---------- ---------- Earnings (loss) from continuing operations 1,437 (745) Income from discontinued operations, net of tax 242 ---------- ---------- Net income (loss) 1,679 (745) Series A preferred stock dividends accrued (271) ---------- ---------- Net income (loss) available to common stockholders $ 1,679 $ (1,016) ========== ========== Basic and diluted per share information: Earnings (loss) from continuing operations $ 0.29 $ (0.14) Income from discontinued operations $ 0.05 $ - Net income (loss) $ 0.34 $ (0.14) Net income (loss) available to common stockholders $ 0.34 $ (0.20) Weighted average shares outstanding 4,870 5,169
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, including. 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: Thomas J. Stultz, President & Chief Executive Officer, at (859) 226-4356, or Mark G. Meikle, Executive Vice President & Chief Financial Officer, at (859) 226-4376 -----END PRIVACY-ENHANCED MESSAGE-----