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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 for the fiscal year ended December 31, 2005or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 for the transition period from  to
 Commission File Number 000-51636
 TRIPLE CROWN MEDIA, INC.
  Delaware
    
    20-3012824(State or other jurisdiction
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)546 East Main Street, Lexington, Kentucky
    
    40508(Address of principal executive offices)
    
    (Zip Code)
 (859) 226-4678
  Title of each class: None
    
    Name of each exchange on which registered: N/A
 Common Stock, $.001 par value
 o þ
 o þ
 þ o
 o
 
 o o þ
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE
 Documents
    
    Form 10-K ReferenceNone
    
    Not Applicable




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##### Table of Contents



TRIPLE CROWN MEDIA, INC.
FORM 10-K
For the fiscal year ended December 31, 2005
 INDEX
  
 PagePART IItem 1Business
    
    
    3Item 1ARisk Factors
    
    
    16Item 1BUnresolved Staff Comments
    
    
    24Item 2Properties
    
    
    25Item 3Legal Proceedings
    
    
    26Item 4Submission of Matters to a Vote of Securities Holders
    
    
    26PART IIItem 5Market for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
    
    
    27Item 6Selected Financial Data
    
    
    28Item 7Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    
    29Item 7AQuantitative and Qualitative Disclosures About Market Risk
    
    
    41Item 8Financial Statements and Supplementary Data
    
    
    42Item 9Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
    
    
    66Item 9AControls and Procedures
    
    
    66Item 9BOther Information
    
    
    66PART IIIItem 10Directors and Executive Officers of the Registrant
    
    
    67Item 11Executive Compensation
    
    
    69Item 12Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    71Item 13Certain Relationships and Related Transactions
    
    
    72Item 14Principal Accounting Fees and Services
    
    
    73PART IVItem 15Exhibits, Financial Statement Schedules
    
    
    74Signatures
    
    
    76Ex-14Ex-21Ex-23Ex-31.1Ex-31.2Ex-32.1Ex-32.2
 2




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PART I
 
 Item 1. Business
 General
      3




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Spin-off and Merger
    Newspaper Publishing Segment
  4




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Operations
  Year
    
    Year
    
    Principal
    
    Daily
    
    Sunday
    
    Non-DailyNewspapers
    
    Originated
    
    Acquired
    
    Location
    
    Circulation(3)
    
    Circulation(3)
    
    Distribution(1)The Albany
Herald
    
    
    1891
    
    
    
    (2
    )
    
    Albany, GA
    
    
    23,800
    
    
    
    25,900
    
    
    
    38,500Rockdale
Citizen
    
    
    1953
    
    
    
    1994
    
    
    Conyers, GA
    
    
    8,400
    
    
    
    13,500
    
    
    
    n/aNewton
Citizen
    
    
    2004
    (4)
    
    
    
    
    
    Convington, GA
    
    
    5,100
    
    
    
    n/a
    
    
    
    n/aGwinnett
Daily Post
    
    
    1970
    (5)
    
    
    1995
    
    
    Lawrenceville, GA
    
    
    61,500
    
    
    
    102,700
    
    
    
    n/aThe Goshen
News
    
    
    1837
    
    
    
    1999
    
    
    Goshen, IN
    
    
    15,400
    
    
    
    14,200
    
    
    
    n/a
 
 (1)
    
    Non-Daily Distribution includes both paid and free distribution of the Albany Area
Advertiser. Non-Daily Distribution reflects the averages according to the most recent
internal reports.(2)
    
    The Albany Herald was originated in 1891 by local businessman H.M McIntosh and the newspaper
remained in the McIntosh family until it was sold in 1948 to James H. Gray. Mr. Gray published
the newspaper until his death in 1986. During his tenure, he founded a local television
station and purchased other media properties to form the original assets of Gray Television,
Inc.(3)
    
    Circulation averages are derived from our internal records as of December 31, 2005. These
internal records are subject to periodic independent audit by Certified Audit of Circulations,
a circulation audit and research organization, but have not been audited as of December 31,
2005.(4)
    
    In 2004, we began publication of the Newton Citizen.(5)
    
    The Gwinnett Daily Post was originally a weekly newspaper. In 1995, we began publishing the
Gwinnett Daily Post on a daily basis. The Albany Herald.
 5




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Gwinnett Daily Post, Rockdale Citizen and Newton Citizen.
  The Rockdale Citizen.
 The Goshen News.
 Advertising
  6




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Circulation
   Percent Change in Daily Circulation
 December 31,2003
    
    2005
    
    DecreaseDaily circulation:Gwinnett Daily Post
    
    
    65,000
    
    
    
    61,500
    
    
    
    -5.4
    %The Albany Herald
    
    
    28,000
    
    
    
    23,800
    
    
    
    -15.0
    %The Goshen News
    
    
    16,000
    
    
    
    15,400
    
    
    
    -3.8
    %Rockdale Citizen/Newton Citizen
    
    
    17,000
    
    
    
    13,500
    
    
    
    -20.6
    %Total
    
    
    126,000
    
    
    
    114,200
    
    
    
    -9.4
    %
 7




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Job Printing
  Online Operations
   Newspaper
    
    WebsiteThe Albany Herald
    
    www.albanyherald.comGwinnett Daily Post
    
    www.gwinnettdailypost.comRockdale Citizen
    
    www.rockdalecitizen.comNewton Citizen
    
    www.newtoncitizen.comThe Goshen News
    
    www.goshennews.com
  Editorial
  Printing and Distribution
  Newsprint
  8




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Collegiate Marketing and Production Services Segment
  Collegiate Sports
  
    
    production of radio and television broadcasts of certain athletic events and coaches shows;
    
    sale of advertising during radio and television broadcasts of games and coaches shows;
    
    sale of media advertising and venue signage;
    
    sale of official sponsorship rights to corporations;
    
    publishing, printing and vending of game-day and other programs;
    
    creative design of materials, video production, and construction and management of
Internet web sites; and
    
    coaches endorsements and pay-per-view telecasts.
   9




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Production Services
    Sales and Marketing
  10




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Association Management Services Segment
     GrayLink Wireless Segment
  Traditional Paging
 Overview.
 11




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
    
    large, national paging companies;
    
    regional carriers like GrayLink that operate in regional markets in the United States
that can also offer service outside of their network coverage area through inter-carrier
agreements with other carriers; and
    
    small, single market carriers.
  Paging Services/Subscribers.
   Coverage Area.
 Sales and Marketing.
 12




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Product Sourcing and Key Suppliers.
 Retail Sales of Wireless Services.
 Service Marks.
 Competition
 Newspaper Industry
    13




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Collegiate Marketing and Production Services Industry
  Association Management Services Industry
  Paging Industry
   14




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Seasonality
  Federal Regulation of our Paging Business
  Environmental Matters
  Employees
  15




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Executive Officers
  Available Information
  www.sec.gov
 
 Item 1A. Risk Factors
 Our flexibility is limited by the terms of our senior secured credit facility.
  
    
    limitations on liens;
    
    limitations on incurrence of debt;
    
    limitations on making dividends and distributions;
    
    provisions for mandatory prepayments;
    
    limitations on transactions with affiliates;
    
    limitations on guarantees;
    
    limitations on asset sales;
    
    limitations on sale-leaseback transactions;
    
    limitations on acquisitions;
    
    limitations on changes in our business;
    
    limitations on mergers and other corporate reorganizations;
    
    limitations on loans, investments and advances, including investments in joint ventures
and foreign subsidiaries;
    
    financial ratio and condition tests; and
    
    increases in our cost of borrowings or inability or unavailability of additional debt
or equity capital.
  16




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Servicing our debt will require a significant amount of cash, and our ability to generate
sufficient cash depends on many factors, some of which are beyond our control.
  We depend on the economies and the demographics of the local communities that our newspaper
publications serve and we are also susceptible to general economic downturns, which could adversely
affect our advertising and circulation revenue and our profitability.
  
    
    local economic conditions in general;
    
    the economic condition of the retail segments of the communities that our
publications serve;
    
    the popularity of our publications;
    
    the size and demographic characteristics of the local population;
    
    pricing fluctuations in local and national advertising;
    
    the activities of our competitors, including increased competition from other forms
of advertising-based mediums; and
    
    changing consumer lifestyles.
  In the newspaper industry, we rely on advertising and paid circulation revenue, for which we
face competition from other newspapers, some significantly larger than us, as well as other
communications, media and web-based sources, and in the wireless industry, we rely on subscription
revenue, for which we face competition from both providers of traditional paging services as well
as providers of e-mail and similar services.
 Newspaper Industry.
 17




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Wireless Industry.
 Any significant increases in newsprint costs could have a material adverse effect on our
operating results.
  We may be unable to identify or integrate acquisitions of daily and non-daily newspapers and
similar publications successfully or on commercially acceptable terms and such failure could
adversely affect our business, financial condition and results of operations.
  
    
    diverting managements attention;
    
    assuming liabilities;
    
    incurring significant additional capital expenditures, transaction and operating
expenses and non-recurring acquisition-related charges;
    
    experiencing an adverse impact on our earnings from the amortization or impairment
of acquired goodwill and other intangible assets;
    
    failing to integrate the operations, facilities and personnel of the acquired
newspapers and publications;
    
    entering new markets with which we are not familiar; and
    
    failing to retain key personnel of the acquired newspapers and publications.
  18




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Our development of new publications for our markets is subject to risks and uncertainties, and
such new publications may not ultimately be successful.
  The continued decline in the number of paging units in service and the resulting decrease in
revenue from our GrayLink Wireless business could have an adverse effect on our future operating
results, financial position and cash flow, which could in turn impair the value of our common
stock.
     Advances in technology could enable our competitors in wireless messaging to lower the prices
of their services and products to levels at which our pricing for our traditional paging services
and paging units would cease to be attractive.
  19




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Changes in the regulations that govern our business might increase competition or make it more
difficult or costly to operate our business or comply with such changes.
     We
may be required to take an impairment charge on our goodwill, which may have a material
effect on the value of our total assets.
  We may incur significant capital and operating expenditures to achieve and maintain compliance
with applicable environmental laws and regulations, or associated with environmental liabilities,
and if such expenses significantly exceed our expectations, our operating income may be adversely
affected.
  20




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Our Collegiate Marketing and Production Services business derives a significant portion of our
revenue from short-term agreements for the provision of sports and marketing services and the
inability to renew or extend these agreements may adversely affect our revenues.
  Our business relies on contracts with NCAA Division I universities and athletic conferences
and our inability to renew or extend these contracts would adversely affect our revenues.
  We may lose money on some of our contracts because they provide for the payment of a
guaranteed rights fee to other parties.
  Our Association Management business is not an accredited association management company by,
for example, the American Society of Association Executives Accreditation Program, and our
inability to become accredited could have an adverse impact on our ability to maintain our current
contracts or secure future association management business.
  21




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Our failure to maintain continuing relationships with the NCAA, university athletic directors
and coaches, and the associations with which we do business may diminish our revenues.
  The seasonal nature of our Collegiate Marketing and Production Services business could
adversely affect our quarterly results.
  Our Collegiate Marketing and Production Services business is very competitive and some of our
competitors have greater financial and other resources that may prevent us from capturing new
markets or expanding our presence in its current markets.
  Our success depends on our senior management.
  Our historical financial information may not be representative of our results, as our
Newspaper Publishing and GrayLink Wireless businesses previously operated as subsidiaries or
divisions of Gray.
  22




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
    
    in preparing this historical financial information, adjustments and allocations were
made because Gray did not account for these businesses as, and these businesses never
operated as, a stand-alone business for any periods presented until the Spin-off on
December 30, 2005; and
    
    the information does not reflect many changes that have occurred in our funding and
operations as a result of the Spin-off and the Merger.
 The agreements governing our relationship with Gray following the Spin-off were negotiated
while we were a subsidiary of Gray and, as a result, we cannot assure you that the agreements are
on terms favorable to us.
  After the separation, certain members of management and directors of Gray and TCM, who are
also shareholders of both companies, may face issues with respect to their relationships with Gray
and TCM when the interests of Gray and TCM are not aligned or with respect to the allocation of
their time between Gray and TCM.
  The
proposed sale or swap of The Goshen News for another newspaper in
connection with Grays acquisition of a television station may be more advantageous to Gray than to
us and may impact our business on a going-forward basis, including imposing indemnification
obligations on us and a deadline within which we must sell or swap The Goshen News, which may
impair our bargaining position in connection with such sale or swap.
  23




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The market price for our common stock may be volatile and stockholders may not be able to sell
our common stock at a favorable price or at all.
  
    
    variations in our quarterly results;
    
    announcements of technological innovations by us or by our competitors;
    
    introductions of new products or new pricing policies by us or by our competitors;
    
    acquisitions or strategic alliances by us or by our competitors;
    
    recruitment or departure of key personnel;
    
    the gain or loss of significant customers;
    
    changes in the estimates of our operating performance or changes in recommendations
by any securities analysts that elect to follow our common stock; and
    
    market conditions in our industry, the industries of our customers, and the economy
as a whole.
  Change in control provisions could make it more difficult for a third party to acquire us and
discourage a takeover, even when such attempts may be in the best interests of our stockholders or
on terms where our stockholders may be able to receive a premium for their shares over then current
market prices.
  
 Item 1B. Unresolved Staff Comments
  24




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Item 2. Properties
  Newspaper Publishing Segment
 LeaseOwned or
    
    Approximate
    
    ExpirationProperty Location
    
    Use
    
    Leased
    
    Size (Sq. Ft.)
    
    DateAlbany, GA
    
    Offices and production facility for
The Albany Herald
    
    Owned
    
    
    83,000
    
    
    
    n/aConyers, GA
    
    Offices for Rockdale Citizen
    
    Owned
    
    
    20,000
    
    
    
    n/aConyers, GA
    
    Warehouse
    
    Leased
    
    
    9,600
    
    
    
    3/08Covington, GA
    
    Offices for Newton Citizen
    
    Leased
    
    
    3,750
    
    
    
    4/07Duluth, GA
    
    Circulation distribution center
    
    Leased
    
    
    8,011
    
    
    
    9/07Lawrenceville, GA
    
    Offices and production facility
for Gwinnett Daily Postand
Rockdale Citizen/Newton Citizen
    
    Leased
    
    
    72,000
    
    
    
    10/13Goshen, IN
    
    Offices and production facility
    
    Owned
    
    
    21,000
    
    
    
    n/afor The Goshen News
 Collegiate Marketing and Production Services and Association Management Segments
 LeaseOwned or
    
    Approximate
    
    ExpirationProperty Location
    
    Use
    
    Leased
    
    Size (Sq. Ft.)
    
    DateLexington, KY
    
    Offices, warehouse and
production facility Host Printing
and publishing divisions
    
    Owned
    
    
    25,000
    
    
    
    n/aLexington, KY
    
    Offices (2 locations)
    
    Leased
    
    
    41,000
    
    
    
    4/06
  GrayLink Wireless Business
 LeaseOwned or
    
    Approximate
    
    ExpirationProperty Location
    
    Use
    
    Leased
    
    Size (Sq. Ft.)
    
    DateTallahassee, FL
    
    Corporate offices
    
    Leased
    
    
    3,094
    
    
    
    3/07
  25




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Item 3. Legal Proceedings
 Sarkes Tarzian, Inc. v. Bull Run Corporation and Gray Television, Inc.
    
 Item 4. Submission of Matters to a Vote of Security Holders
  26




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PART II
 
 Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
 Market Information
  Holders
  Dividends
  Restrictions on Resales by Affiliates
  
    
    the further registration under the Securities Act of 1933, as amended, or the
Securities Act, of the transfer of shares of our common stock by any such affiliate;
    
    compliance with Rule 145 promulgated under the Securities Act (permitting limited sales
under certain circumstances); or
    
    the availability of another exemption from registration.
  Recent Sales of Unregistered Securities
  27




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Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  Equity Compensation Plan Information
  
 Item 6. Selected Financial Data
  Statement of Operations Data:
(Dollars in thousands, except per share data)
 Year Ended December 31,2001
    
    2002(1)
    
    2003
    
    2004
    
    2005Operating revenues
    
    $
    48,765
    
    
    $
    50,803
    
    
    $
    51,302
    
    
    $
    52,883
    
    
    $
    53,823Operating income
    
    
    6,471
    
    
    
    10,565
    
    
    
    11,114
    
    
    
    11,532
    
    
    
    7,380Cumulative effect of accounting change, net of
income tax benefit of $4,541 (1)
    
    
    
    
    
    
    7,423Net income
    
    
    3,983
    
    
    
    824
    
    
    
    6,929
    
    
    
    7,255
    
    
    
    4,417Net income available to common stockholders
    
    
    3,983
    
    
    
    824
    
    
    
    6,929
    
    
    
    7,255
    
    
    
    4,414Basic and diluted income from continuing
operations per share (2)
    
    $
    0.82
    
    
    $
    0.17
    
    
    $
    1.42
    
    
    $
    1.49
    
    
    $
    0.91
  28




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Balance Sheet Data:
(Dollars in thousands)
 As of December 31,2001
    
    2002
    
    2003
    
    2004
    
    2005Total assets
    
    $
    50,825
    
    
    $
    37,696
    
    
    $
    37,818
    
    
    $
    39,240
    
    
    $
    171,029Long-term debt (including current
portion)
    
    
    186
    
    
    
    124
    
    
    
    56
    
    
    
    0
    
    
    
    121,939Owners net investment /
Stockholders equity (deficit)
    
    
    40,509
    
    
    
    30,375
    
    
    
    29,254
    
    
    
    29,800
    
    
    
    (7,210
    )
 
 (1)
    
    Upon adoption of Statement of Financial Accounting Standard No. 142, Goodwill and
Other Intangible Assets, we recorded a non-cash charge of approximately $11.9 million
($7.4 million after income taxes) as a cumulative effect of accounting change.(2)
    
    For the years ended December 31, 2001, 2002, 2003, and 2004 and the period January 1
to December 30, 2005, the (basic and diluted) income from continuing operations per share
gives effect to the issuance of 4,870,000 shares of our common stock in the Spin-off as if
it had occurred at the beginning of the periods presented. For the day of December 31,
2005, 5,128,000 shares of our common stock were assumed to be outstanding, including
258,000 shares to be issued in exchange for shares of Bull Run common stock. 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Executive Overview
 Introduction
  Merger
  29




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Overview
       30




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Newspaper Publishing, GrayLink Wireless and Other Revenues
  (Dollars in thousands)
 Year Ended December 31,2003
    
    
    2004
    
    
    2005Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %Publishing:Retail
    
    $
    22,998
    
    
    
    44.8
    %
    
    $
    24,489
    
    
    
    46.3
    %
    
    $
    26,125
    
    
    
    48.5
    %Classifieds
    
    
    12,515
    
    
    
    24.4
    %
    
    
    13,284
    
    
    
    25.1
    %
    
    
    14,014
    
    
    
    26.0
    %Circulation
    
    
    6,113
    
    
    
    11.9
    %
    
    
    6,030
    
    
    
    11.4
    %
    
    
    5,633
    
    
    
    10.5
    %Other
    
    
    793
    
    
    
    1.5
    %
    
    
    951
    
    
    
    1.8
    %
    
    
    431
    
    
    
    0.8
    %$
    42,419
    
    
    
    82.7
    %
    
    $
    44,754
    
    
    
    84.6
    %
    
    $
    46,203
    
    
    
    85.8
    %Collegiate Marketing &
Production Services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    97
    
    
    
    0.2
    %Association Management
Services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    16
    
    
    
    0.0
    %Wireless:Lease, sales and
service
    
    $
    8,883
    
    
    
    17.3
    %
    
    $
    8,129
    
    
    
    15.4
    %
    
    $
    7,507
    
    
    
    13.9
    %Total Revenues
    
    $
    51,302
    
    
    
    100.0
    %
    
    $
    52,883
    
    
    
    100.0
    %
    
    $
    53,823
    
    
    
    100.0
    %
 Results of Operations
 Year Ended December 31, 2005 compared to Year Ended December 31, 2004
  Revenues.
 
    
    Newspaper Publishing revenues increased 3% to approximately $46.2 million for the year
ended December 31, 2005 compared to approximately $44.8 million for the year ended December
31, 2004. Retail advertising revenue and classified advertising revenue increased 4% and
5%, respectively, and were the primary contributors to the increase in Newspaper Publishing
revenues. The increase in retail advertising revenue was due largely to a combination of
account development and readership growth at The Gwinnett Daily Post and Rockdale/Newton
Citizen. Of the total increase in retail advertising, approximately $1.4 million of the
aggregate increase in retail advertising is attributable to an expansion by 40,000 copies
of the Sunday edition of The Gwinnett Daily Post beginning in August 2004. The increase in
classified advertising revenue was due to increases in help wanted advertisements.
Circulation revenue decreased 7% primarily reflecting a decrease in the number of
subscriptions at our newspapers, excluding The Gwinnett Daily Post.
    
    GrayLink Wireless revenue decreased 8% to approximately $7.5 million for the year ended
December 31, 2005 compared to $8.1 million for the year ended December 31, 2004. Our
GrayLink Wireless business had approximately 33,000 and 40,000 pagers in service at
December 31, 2005 and 2004, respectively. The number of pagers in service decreased as a
result of increased competition from other communication services and products such as
cellular telephones. The number of pagers in service has declined over the past several
years. The decrease in revenue from the sale and leasing of pagers has been partially
offset by reselling cellular telephone services. Paging revenue, excluding revenue from
reselling cellular
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telephone services, accounted for approximately $4.1 million of total GrayLink Wireless
revenue in 2005 compared to approximately $5.1 million in 2004. The trend of declining
GrayLink paging revenue is expected to continue in the future.
 Operating expenses.
  
    
    Newsprint expenses increased 10% to approximately $5.7 million. The increase in
newsprint expense was primarily due to the increase in average cost per metric ton of
standard newsprint by $30 per metric ton since December 31, 2004. Total usage was
approximately 12,000 metric tons in 2005. The $30 per metric ton average price increase
resulted in approximately $0.6 million of the increase in newsprint costs in 2005 compared
to 2004.
    
    Newspaper Publishing payroll expenses increased 2% to approximately $13.0 million.
    
    Newspaper Publishing transportation service costs, which are primarily outsourced,
increased 8% to approximately $4.3 million in the year ended December 31, 2005 compared to
approximately $3.9 million for the year ended December 31, 2004. The increase between the
periods reflects general increases in fuel costs and the expanded distribution of the
Sunday edition of The Gwinnett Daily Post, both of which resulted in higher rates paid to
independent contractors.
    
    Newspaper Publishing repairs and maintenance expense increased 64% to approximately
$0.4 million in the year ended December 31, 2005 compared to approximately $0.3 million for
the year ended December 31, 2004. The increase in expense was primarily the result of
repairs to a printing press and other production equipment at The Gwinnett Daily Post and
Albany Herald.
    Income tax expense.
 Year Ended December 31, 2004 compared to Year Ended December 31, 2003
 Revenues.
 
    
    Newspaper Publishing revenues increased 6% to approximately $44.8 million. Retail
advertising revenue and classified advertising revenue both increased 6% and were the
primary contributors to the increase in these revenues. The increase in retail advertising
 33




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##### Table of Contents



revenue was due largely to a combination of account development and readership growth at The
Gwinnett Daily Post. Approximately 49% of the total increase in retail advertising, was
attributable to new advertising accounts developed at the Gwinnett Daily Post and an
additional 33% of the aggregate increase in retail advertising was attributable to an
expansion by 40,000 copies of the Sunday edition of the same paper beginning in August 2004.
The increase in classified advertising revenue was due to increases in help wanted
advertisements.
    
    GrayLink Wireless revenue decreased 8% to approximately $8.1 million. The decrease was
due primarily to price competition and a reduction of units in service. Our GrayLink
Wireless business had approximately 40,000 and 53,000 pagers in service at December 31,
2004 and 2003, respectively. The number of pagers in service decreased as a result of
increased competition from other communication services and products such as cellular
telephones. The number of pagers in service has declined over the past several years. The
decrease in revenue from the sale and leasing of pagers has been partially offset by
reselling cellular telephone services, which accounted for approximately $2.2 million of
revenue in 2004 compared to $1.8 million in 2003.
 Operating expenses.
  
    
    Newsprint expenses increased 18% to approximately $5.2 million. The increase in newsprint
expense was primarily due to the increase in average cost per metric ton of standard
newsprint by $51 per metric ton over the course of 2004. Total usage was approximately
11,000 metric tons and the $51 per metric ton average price increase represents
approximately $0.6 million of the increase in newsprint costs. The expansion of the Sunday
delivery of The Gwinnett Daily Post by approximately 40,000 copies beginning in August 2004
also contributed to the increase in newsprint by approximately $143,000.
    
    Newspaper Publishing long term lease expense totaled approximately $0.4 million and $0.3
million for the years ended December 31, 2004 and 2003, respectively. The increase in long
term lease expense was the result of a real property lease for the new printing plant net of
a sublease for the previous facility.
    
    Newspaper Publishing bad debt expense totaled approximately $0.3 million and $0.1 million
for the years ended December 31, 2004 and 2003, respectively. The increase in bad debt
expense was primarily the result of several larger advertisers becoming uncollectible in
2004 due to bankruptcy filings.
     34




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##### Table of Contents



Income tax expense.
 Liquidity and Capital Resources
 General
  (Dollars in thousands)
 Year Ended December 31,2003
    
    
    2004
    
    
    2005Net cash provided by operating activities
    
    $
    10,386
    
    
    $
    10,221
    
    
    $
    9,441Net cash used in investing activities
    
    
    (1,828
    )
    
    
    (3,321
    )
    
    
    (74,635
    )Net cash provided by (used in) financing activities
    
    
    (8,118
    )
    
    
    (6,765
    )
    
    
    65,995Net increase in cash and cash equivalents
    
    $
    440
    
    
    $
    135
    
    
    $
    801
 (Dollars in thousands)
 December 31,2004
    
    2005Cash and cash equivalents
    
    $
    672
    
    
    $
    1,473Long-term debt, including current portion
    
    $
    0
    
    
    $
    121,939
 Year Ended December 31, 2005 compared to Year Ended December 31, 2004
    Year Ended December 31, 2004 compared to Year Ended December 31, 2003
     35




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##### Table of Contents



Off-Balance Sheet Arrangements
   Contractual Obligations as of December 31, 2005
 (Dollars in thousands)
 Payment Due by PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    More Than1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsContractual Obligations
    
    Total
    
    
    (2006)
    
    
    (2007-2008)
    
    
    (2009-2010)
    
    
    (After 2010)Long-term debt obligations
    
    $
    121,939
    
    
    $
    2,839
    
    
    $
    1,800
    
    
    $
    117,300
    
    
    $
    0Interest obligations (1)
    
    
    50,946
    
    
    
    11,185
    
    
    
    22,365
    
    
    
    17,396
    
    
    
    0Operating lease obligations (2)
    
    
    5,171
    
    
    
    1,184
    
    
    
    1,684
    
    
    
    1,497
    
    
    
    806Purchase obligations (3)
    
    
    111,967
    
    
    
    17,347
    
    
    
    29,392
    
    
    
    18,447
    
    
    
    46,781$
    290,023
    
    
    $
    32,555
    
    
    $
    55,241
    
    
    $
    154,640
    
    
    $
    47,587
 
 (1)
    
    Interest obligations assume the initial LIBOR rate available at the execution
date of the credit facilities, as adjusted for the fixed interest rate under the
interest rate swap agreement for the period during which the interest rate swap
agreement will be effective. Interest obligations are presented through the maturity
dates of each component of the credit facilities.(2)
    
    Operating lease obligations represent payment obligations under non-cancelable
lease agreements classified as operating leases and disclosed pursuant to Statements of
Financial Accounting Standards No. 13, Accounting for Leases, as may be modified or
supplemented. These amounts are not recorded as liabilities as of the current balance
sheet date. Operating lease obligations are presented net of future receipts on
contracted sublease arrangements totaling approximately $0.8 million as of December 31,
2005.(3)
    
    Purchase obligations primarily consist of future guaranteed rights fee
commitments to associations or institutions under contractual arrangements of typically
three to ten years, which expire at varying times through 2015.   36




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##### Table of Contents



37




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##### Table of Contents



Certain Relationships
   Critical Accounting Policies
  Revenue Recognition and Rights Fee Expenses
   38




---



##### Table of Contents



Valuation and Impairment Testing of Intangible Assets
      39




---



##### Table of Contents



Deferred Income Taxes
  Transactions with Related Parties
  Recent Accounting Pronouncements
 Accounting Changes and Corrections of Errors
 Share-Based Payment
 40




---



##### Table of Contents



Interest Rate and Market Rate Risk
   Forward-Looking Statements
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  41




---



##### Table of Contents



Item 8. Financial Statements and Supplementary Data
  PageReport of Independent Registered Public Accounting Firm
    
    43Combined Balance Sheet as of December 31, 2004 and Consolidated Balance Sheet as of December 31, 2005
    
    44Combined Statements of Operations for the years ended December 31, 2003 and 2004, and Consolidated Statement of Operations for the year ended December 31, 2005
    
    45Combined Statements of Stockholders Equity for the years ended December 31, 2003 and 2004, and Consolidated Statement of Stockholders Equity (Deficit) for the year ended December 31, 2005
    
    46Combined Statements of Cash Flows for the years ended December 31, 2003 and 2004, and Consolidated Statement of Cash Flows for the year ended December 31, 2005
    
    47Notes to the Combined and Consolidated Financial Statement
    
    48
 42




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
   
 43




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##### Table of Contents



TRIPLE CROWN MEDIA, INC.
 
 COMBINED AND CONSOLIDATED BALANCE SHEETS
  December 31,2004
    
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    672
    
    
    $
    1,473Accounts receivable, less allowance for doubtful accounts of
$214 and $508, respectively
    
    
    6,458
    
    
    
    23,130Inventories
    
    
    1,101
    
    
    
    1,732Other current assets
    
    
    177
    
    
    
    1,196Total current assets
    
    
    8,408
    
    
    
    27,531Property and equipment:Land
    
    
    560
    
    
    
    2,108Buildings and improvements
    
    
    6,418
    
    
    
    7,486Equipment
    
    
    19,020
    
    
    
    21,41725,998
    
    
    
    31,011Accumulated depreciation
    
    
    (16,832
    )
    
    
    (17,402
    )9,166
    
    
    
    13,609Goodwill
    
    
    16,779
    
    
    
    85,727Other intangible assets, net
    
    
    4,829
    
    
    
    18,493Deferred income taxes
    
    
    
    
    
    
    19,191Other assets
    
    
    58
    
    
    
    6,478Total assets
    
    $
    39,240
    
    
    $
    171,029LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT)Current liabilities:Current portion of long-term debt
    
    $
    
    
    
    $
    2,839Accounts payable
    
    
    868
    
    
    
    5,877Accrued expenses
    
    
    1,777
    
    
    
    15,320Accrued fees payable to Gray Television, Inc.
    
    
    
    
    
    
    3,034Accrued distribution payable to Gray Television, Inc.
    
    
    
    
    
    
    647Federal and state income taxes
    
    
    3,081Deferred revenue
    
    
    2,061
    
    
    
    7,006Total current liabilities
    
    
    7,787
    
    
    
    34,723Long-term debt
    
    
    
    
    
    
    119,100Deferred income taxes
    
    
    1,653Other liabilities
    
    
    
    
    
    
    3,275Series B redeemable preferred stock, $.001 par value (authorized 20,000
shares; issued and outstanding 6,050 shares; $6,050 liquidation value)
    
    
    
    
    
    
    4,380Total liabilities
    
    
    9,440
    
    
    
    161,478Series A redeemable, convertible preferred stock, $.001 par value (authorized 50,000
shares; issued and outstanding 20,890 shares; $20,890 liquidation value)
    
    
    
    
    
    
    16,761Commitments and contingenciesStockholders Equity (Deficit):Gray Television, Inc. net investment
    
    
    29,800Common stock, par value $0.001 (authorized 25,000 shares, issued and
outstanding (5,129 shares)
    
    
    
    
    
    
    5Additional paid-in capital
    
    
    
    
    
    
    3,211Accumulated deficit
    
    
    
    
    
    
    (10,426
    )Total stockholders equity (deficit)
    
    
    29,800
    
    
    
    (7,210
    )Total liabilities, preferred stock and stockholders equity (deficit)
    
    $
    39,240
    
    
    $
    171,029
  44




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##### Table of Contents



TRIPLE CROWN MEDIA, INC.
 
 COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS
  Year Ended December 31,2003
    
    
    2004
    
    
    2005Operating revenues:Publishing
    
    $
    42,419
    
    
    $
    44,754
    
    
    $
    46,203Collegiate marketing and production services
    
    
    
    
    
    
    
    
    
    
    97Association management services
    
    
    
    
    
    
    
    
    
    
    16Wireless
    
    
    8,883
    
    
    
    8,129
    
    
    
    7,50751,302
    
    
    
    52,883
    
    
    
    53,823Expenses:Operating expenses before depreciation, amortization
and loss on disposal of assets, net:Publishing
    
    
    29,461
    
    
    
    31,546
    
    
    
    34,228Collegiate marketing and production services
    
    
    
    
    
    
    
    
    
    
    101Association management services
    
    
    
    
    
    
    
    
    
    
    12Wireless
    
    
    6,625
    
    
    
    6,433
    
    
    
    6,336Corporate and administrative
    
    
    1,358
    
    
    
    1,400
    
    
    
    1,452Depreciation
    
    
    1,933
    
    
    
    1,514
    
    
    
    1,530Amortization and impairment of intangible assets
    
    
    425
    
    
    
    55
    
    
    
    3,216Loss (gain) on disposal of assets, net
    
    
    386
    
    
    
    403
    
    
    
    (432
    )40,188
    
    
    
    41,351
    
    
    
    46,443Operating income
    
    
    11,114
    
    
    
    11,532
    
    
    
    7,380Other income (expense):Interest expense related to Series B preferred stock
    
    
    
    
    
    
    
    
    
    
    (1
    )Interest expense, other
    
    
    (30
    )
    
    
    (3
    )
    
    
    (236
    )Debt issue cost amortization
    
    
    
    
    
    
    
    
    
    
    (3
    )Miscellaneous income, net
    
    
    53
    
    
    
    37Income before income taxes
    
    
    11,137
    
    
    
    11,566
    
    
    
    7,140Income tax expense
    
    
    4,208
    
    
    
    4,311
    
    
    
    2,723Net income
    
    
    6,929
    
    
    
    7,255
    
    
    
    4,417Series A preferred stock dividends accrued
    
    
    
    
    
    
    
    
    
    
    (3
    )Net income available to common stockholders
    
    $
    6,929
    
    
    $
    7,255
    
    
    $
    4,414Basic and diluted per share information:Net income available to common stockholders
    
    $
    1.42
    
    
    $
    1.49
    
    
    $
    0.91Weighted average shares outstanding
    
    
    4,870
    
    
    
    4,870
    
    
    
    4,871
  45




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##### Table of Contents



TRIPLE CROWN MEDIA, INC.
 
 COMBINED AND CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
  Additional
    
    
    
    
    
    
    TotalOwners Net
    
    
    Common
    
    
    Paid-In
    
    
    Accumulated
    
    
    StockholdersInvestment
    
    
    Stock
    
    
    Capital
    
    
    Deficit
    
    
    Equity (Deficit)Balance as of January 1, 2003
    
    $
    30,375
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    30,375Net income
    
    
    6,929
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,929Net transfers to Gray Television, Inc.
    
    
    (8,050
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,050
    )Balance as of December 31, 2003
    
    
    29,254
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,254Net income
    
    
    7,255
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,255Net transfers to Gray Television, Inc.
    
    
    (6,709
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,709
    )Balance as of December 31, 2004
    
    
    29,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,800Net income
    
    
    4,482
    
    
    
    
    
    
    
    
    
    
    
    (65
    )
    
    
    4,417Net transfers to Gray Television, Inc.
    
    
    (4,895
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,895
    )Common stock issued in Spin-off (4,870
shares)
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    5Increase in deferred income taxes for
Grays tax gain on Spin-off
    
    
    4,855
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,855Distribution to Gray under terms of
Spin-off
    
    
    (44,600
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (44,600
    )Reclassify owners net investment to
accumulated deficit
    
    
    10,358
    
    
    
    
    
    
    
    
    
    
    
    (10,358
    )
    
    
    Common stock issued in Merger
transaction
(258 shares)
    
    
    
    
    
    
    0
    
    
    
    3,211
    
    
    
    
    
    
    
    3,211Series A preferred dividends accrued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    (3
    )Balance as of December 31, 2005
    
    $
    0
    
    
    $
    5
    
    
    $
    3,211
    
    
    $
    (10,426
    )
    
    $
    (7,210
    )
  46




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##### Table of Contents



TRIPLE CROWN MEDIA, INC.
 
 COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2003
    
    
    2004
    
    
    2005Operating activities:Net income
    
    $
    6,929
    
    
    $
    7,255
    
    
    $
    4,417Adjustments to reconcile net income (loss) to net
cash provided by operating activities:Depreciation
    
    
    1,933
    
    
    
    1,514
    
    
    
    1,530Amortization and impairment charges
    
    
    425
    
    
    
    55
    
    
    
    3,219Loss (gain) on disposal of assets, net
    
    
    386
    
    
    
    403
    
    
    
    (432
    )Deferred income taxes
    
    
    973
    
    
    
    1,121
    
    
    
    (22
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (235
    )
    
    
    (360
    )
    
    
    205Inventories
    
    
    (343
    )
    
    
    420
    
    
    
    169Other current assets
    
    
    (31
    )
    
    
    1
    
    
    
    (28
    )Accounts payable and accrued expenses
    
    
    255
    
    
    
    127
    
    
    
    477Accrued income taxes
    
    
    197
    
    
    
    (102
    )Deferred revenue
    
    
    (115
    )
    
    
    (214
    )
    
    
    (251
    )Other assets and liabilities
    
    
    12
    
    
    
    1
    
    
    
    157Net cash provided by operating activities
    
    
    10,386
    
    
    
    10,221
    
    
    
    9,441Investing activities:Purchases of property and equipment
    
    
    (1,809
    )
    
    
    (3,381
    )
    
    
    (2,166
    )Proceeds from asset sales
    
    
    6
    
    
    
    55
    
    
    
    1,459Acquisition of business, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (73,928
    )Other
    
    
    (25
    )
    
    
    5Net cash used in investing activities
    
    
    (1,828
    )
    
    
    (3,321
    )
    
    
    (74,635
    )Financing activities:Proceeds from borrowings on revolving line of credit
    
    
    
    
    
    
    
    
    
    
    1,939Proceeds from borrowings on long-term debt
    
    
    
    
    
    
    
    
    
    
    120,000Distributions paid to Gray Television, Inc.
    
    
    
    
    
    
    
    
    
    
    (43,953
    )Other transfers to Gray Television, Inc., net
    
    
    (8,050
    )
    
    
    (6,709
    )
    
    
    (8,103
    )Repayments of borrowings on debt
    
    
    (68
    )
    
    
    (56
    )Debt issue costs
    
    
    
    
    
    
    
    
    
    
    (3,888
    )Net cash provided by (used in) financing activities
    
    
    (8,118
    )
    
    
    (6,765
    )
    
    
    65,995Increase (decrease) in cash and cash equivalents
    
    
    440
    
    
    
    135
    
    
    
    801Cash and cash equivalents, beginning of period
    
    
    97
    
    
    
    537
    
    
    
    672Cash and cash equivalents, end of period
    
    $
    537
    
    
    $
    672
    
    
    $
    1,473
  47




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##### Table of Contents



TRIPLE CROWN MEDIA, INC.
 
 NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS
  1. ORGANIZATION AND DESCRIPTION OF BUSINESS
      2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis
of Presentation 
  48




---



##### Table of Contents



Use
of Estimates 
 Revenue
Recognition and Rights Fee Expenses 
    49




---



##### Table of Contents



Barter
Transactions
 Year Ended December 31,2003
    
    
    2004
    
    
    2005Trade barter revenue
    
    $
    427
    
    
    $
    455
    
    
    $
    600Trade barter expense
    
    
    (540
    )
    
    
    (508
    )
    
    
    (665
    )$
    (113
    )
    
    $
    (53
    )
    
    $
    (65
    )
 Advertising
Expense 
 Year Ended December 31,2003
    
    
    2004
    
    
    2005Newspaper publishing
    
    $
    78
    
    
    $
    127
    
    
    $
    94Wireless
    
    
    188
    
    
    
    118
    
    
    
    126$
    266
    
    
    $
    245
    
    
    $
    220
 Cash
and Cash Equivalents
 Accounts
Receivable and Credit Risk
   50




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##### Table of Contents



Year Ended December 31,2003
    
    
    2004
    
    
    2005Balance at beginning of period
    
    $
    186
    
    
    $
    147
    
    
    $
    214Addition of acquired business
    
    
    
    
    
    
    
    
    
    
    341Provision for bad debts
    
    
    160
    
    
    
    305
    
    
    
    176Write-offs
    
    
    (199
    )
    
    
    (238
    )
    
    
    (223
    )Balance at end of period
    
    $
    147
    
    
    $
    214
    
    
    $
    508
 Inventories

 December 31,2004
    
    
    2005Publishing inventories
    
    $
    718
    
    
    $
    502Collegiate marketing and production
services inventories
    
    
    
    
    
    
    801Wireless inventories
    
    
    383
    
    
    
    429$
    1,101
    
    
    $
    1,732
 Property
and Equipment
 Income
Taxes 
 Stock-Based
Compensation 
 51




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##### Table of Contents



Year Ended December 31,2003
    
    
    2004
    
    
    2005Net income available to common
stockholders, as reported
    
    $
    6,929
    
    
    $
    7,255
    
    
    $
    4,414Add: Stock-based employee
compensation expense included in
reported net income, net of related
tax effects
    
    
    0
    
    
    
    0
    
    
    
    0Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all
awards, net of related tax effects
    
    
    (155
    )
    
    
    (70
    )
    
    
    (31
    )Net income available to common
stockholders, pro forma
    
    $
    6,774
    
    
    $
    7,185
    
    
    $
    4,383Net income available to common
stockholders per share:Basic and diluted, as reported
    
    $
    1.42
    
    
    $
    1.49
    
    
    $
    0.91Basic and diluted, pro forma
    
    $
    1.39
    
    
    $
    1.48
    
    
    $
    0.90
  Valuation
and Impairment Testing of Intangible Assets 
  52




---



##### Table of Contents



Accounting
for Derivatives 
  53




---



##### Table of Contents



Gray
Television, Inc. Net Investment 
 Comprehensive
Income (Loss) 
 Earnings
(Loss) Per Share 
  3. ACQUISITION OF BULL RUN CORPORATION
   Bull Run debt repaid at closing
    
    $
    72,124Common and
preferred stock issued
    
    
    24,313Redemption of Bull Run preferred stock
    
    
    2,825Assumption of Bull Run operating liabilities
    
    
    2,484Cash acquired at closing
    
    
    (1,022
    )$
    100,724
  54




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##### Table of Contents



Receivables
    
    $
    16,877Other current assets
    
    
    1,791Property and equipment
    
    
    4,044Goodwill
    
    
    68,948Customer base and trademarks
    
    
    17,700Other noncurrent assets
    
    
    2,534Deferred income taxes
    
    
    15,744Accounts payable and accrued expenses
    
    
    (19,594
    )Deferred revenue
    
    
    (5,196
    )Other noncurrent liabilities
    
    
    (2,124
    )$
    100,724
  (Unaudited)Year Ended December 31,2004
    
    2005Operating revenues
    
    $
    112,668
    
    
    $
    119,502Operating income (loss)
    
    $
    11,575
    
    
    $
    6,817Loss from continuing operations
    
    $
    (583
    )
    
    $
    (3,438
    )Net loss
    
    $
    (5,771
    )
    
    $
    (3,402
    )Net loss available to common stockholders
    
    $
    (6,855
    )
    
    $
    (4,486
    )Per share, basic and diluted:Net loss available to common stockholders
    
    $
    (1.34
    )
    
    $
    (0.87
    )Pro forma weighted average shares outstanding
    
    
    5,129,000
    
    
    
    5,129,000
  4. CORPORATE AND ADMINISTRATIVE EXPENSE
  55




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##### Table of Contents



5. TRANSACTIONS WITH AFFILIATED COMPANIES
 Insurance Contract with Georgia Casualty & Surety Co. 
 Rights-Sharing
Agreement with Gray 
 6. GOODWILL AND INTANGIBLE ASSETS
  56




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##### Table of Contents



Net Amount at
    
    
    
    
    
    
    Net Amount atDecember 31,
    
    
    
    
    
    
    December 31,2003
    
    
    Amortization
    
    
    2004Goodwill:Publishing
    
    $
    16,779
    
    
    
    
    
    
    $
    16,779FCC licenses:Wireless
    
    $
    4,829
    
    
    
    
    
    
    $
    4,829Definite lived intangible assets:Publishing
    
    $
    50
    
    
    $
    (50
    )
    
    $
    0Wireless
    
    
    5
    
    
    
    (5
    )
    
    
    0$
    55
    
    
    $
    (55
    )
    
    $
    0Total intangible assets net of
accumulated amortization
    
    $
    21,663
    
    
    $
    (55
    )
    
    $
    21,608
 Net Amount at
    
    
    Acquisitions
    
    
    
    
    
    
    
    
    
    
    Net Amount atDecember 31,
    
    
    and
    
    
    
    
    
    
    
    
    
    
    December 31,2004
    
    
    Dispositions
    
    
    Impairments
    
    
    Amortization
    
    
    2005Goodwill:Publishing
    
    $
    16,779
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    16,779Collegiate Marketing and
Production Services
    
    
    
    
    
    
    53,935
    
    
    
    
    
    
    
    
    
    
    
    53,935Association Management
    
    
    
    
    
    
    15,013
    
    
    
    
    
    
    
    
    
    
    
    15,013$
    16,779
    
    
    $
    68,948
    
    
    
    
    
    
    
    
    
    
    $
    85,727FCC licenses:Wireless
    
    $
    4,829
    
    
    $
    (823
    )
    
    $
    (3,206
    )
    
    
    
    
    
    $
    800Definite lived intangible
assets:Collegiate Marketing and
Production Services
    
    
    
    
    
    $
    12,170
    
    
    
    
    
    
    $
    (4
    )
    
    $
    12,166Association Management
    
    
    
    
    
    
    5,530
    
    
    
    
    
    
    
    (3
    )
    
    
    5,527$
    17,700
    
    
    
    
    
    
    $
    (7
    )
    
    $
    17,693Total intangible assets net of
accumulated amortization
    
    $
    21,608
    
    
    $
    85,825
    
    
    $
    (3,206
    )
    
    $
    (7
    )
    
    $
    104,220
  As of December 31, 2004
    
    
    As of December 31, 2005Accumulated
    
    
    
    
    
    
    
    
    
    
    AccumulatedGross
    
    
    Amortization
    
    
    Net
    
    
    Gross
    
    
    Amortization
    
    
    NetIntangible asset not
subject to amortization:FCC licenses
    
    $
    7,326
    
    
    $
    (2,497
    )
    
    $
    4,829
    
    
    $
    6,503
    
    
    $
    (5,703
    )
    
    $
    800Goodwill
    
    
    18,778
    
    
    
    (1,999
    )
    
    
    16,779
    
    
    
    87,726
    
    
    
    (1,999
    )
    
    
    85,727$
    26,104
    
    
    $
    (4,496
    )
    
    $
    21,608
    
    
    $
    94,229
    
    
    $
    (7,702
    )
    
    $
    86,527Other definite lived
intangible assets subject
to amortization
    
    $
    3,105
    
    
    $
    (3,105
    )
    
    $
    
    
    
    $
    17,700
    
    
    $
    (7
    )
    
    $
    17,693Total intangibles
    
    $
    29,209
    
    
    $
    (7,601
    )
    
    $
    21,608
    
    
    $
    111,929
    
    
    $
    (7,709
    )
    
    $
    104,220
 57




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##### Table of Contents



7. ACCRUED EXPENSES
  December 31,2004
    
    
    2005Compensation and related costs
    
    $
    1,417
    
    
    $
    2,248Guaranteed rights fees and profit splits
    
    
    
    
    
    
    8,203Other accrued liabilities
    
    
    360
    
    
    
    4,869$
    1,777
    
    
    $
    15,320
 8. LONG-TERM DEBT
  First lien senior term loan
    
    $
    90,000Second lien senior term loan
    
    
    30,000First lien revolving credit facility
    
    
    1,939$
    121,939
  Year
    
    Total2006
    
    $
    2,8392007
    
    
    9002008
    
    
    9002009
    
    
    9002010
    
    
    116,400$
    121,939
   58




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##### Table of Contents



9. INCOME TAXES
  Year Ended December 31,2003
    
    
    2004
    
    
    2005Current:Federal
    
    $
    2,724
    
    
    $
    2,686
    
    
    $
    2,432State and local
    
    
    511
    
    
    
    504
    
    
    
    313Deferred
    
    
    973
    
    
    
    1,121
    
    
    
    (22
    )$
    4,208
    
    
    $
    4,311
    
    
    $
    2,723
 59




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##### Table of Contents



December 31,2004
    
    
    2005Deferred tax assets:Allowance for doubtful accounts
    
    $
    82
    
    
    $
    193Reserves against nonoperating receivables
    
    
    
    
    
    
    2,409Accrued expenses
    
    
    
    
    
    
    1,054Net operating loss carryforward
    
    
    
    
    
    
    28,622Business credit carryforward
    
    
    
    
    
    
    116Alternative Minimum Tax credit carryforward
    
    
    
    
    
    
    490Total deferred tax assets
    
    
    82
    
    
    
    32,884Deferred tax liabilities:Net book value of property and equipment
    
    
    (1,147
    )
    
    
    (1,413
    )FCC licenses, goodwill and other intangibles
    
    
    (588
    )
    
    
    (2,535
    )Other
    
    
    
    
    
    
    (260
    )Total deferred tax liabilities
    
    
    (1,735
    )
    
    
    (4,208
    )Net deferred tax assets (liabilities) before valuation
allowance
    
    
    (1,653
    )
    
    
    28,676Valuation allowance
    
    
    
    
    
    
    (9,485
    )Deferred tax assets (liabilities), net
    
    $
    (1,653
    )
    
    $
    19,191
  Year Ended December 31,2003
    
    
    2004
    
    
    2005Statutory federal rate applied to income before
income taxes
    
    $
    3,787
    
    
    $
    3,933
    
    
    $
    2,428State and local taxes, net of federal tax benefit
    
    
    337
    
    
    
    333
    
    
    
    257Other items, net
    
    
    84
    
    
    
    45
    
    
    
    38Income tax expense
    
    $
    4,208
    
    
    $
    4,311
    
    
    $
    2,723
 10. PREFERRED STOCK
  60




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##### Table of Contents



11. STOCK OPTIONS AND OTHER EQUITY COMPENSATION PLANS
    12. EMPLOYEE BENEFIT PLANS
  61




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##### Table of Contents



13. COMMITMENTS AND CONTINGENCIES
 Operating
Leases
 Legal
Matters
   62




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##### Table of Contents



Indemnification
 Requirement
to Dispose of The Goshen News
   63




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##### Table of Contents



14. INFORMATION ON BUSINESS SEGMENTS
  Year Ended December 31,2003
    
    
    2004
    
    
    2005Operating revenues:Publishing
    
    $
    42,419
    
    
    $
    44,754
    
    
    $
    46,203Collegiate marketing and production services
    
    
    
    
    
    
    
    
    
    
    97Association management
    
    
    
    
    
    
    
    
    
    
    16Wireless
    
    
    8,883
    
    
    
    8,129
    
    
    
    7,507Total operating revenue
    
    $
    51,302
    
    
    $
    52,883
    
    
    $
    53,823Operating income:Publishing
    
    $
    10,173
    
    
    $
    10,988
    
    
    $
    9,605Collegiate marketing and production services
    
    
    
    
    
    
    
    
    
    
    (16
    )Association management
    
    
    
    
    
    
    
    
    
    
    1Wireless
    
    
    941
    
    
    
    544
    
    
    
    (2,210
    )Total operating income
    
    
    11,114
    
    
    
    11,532
    
    
    
    7,380Miscellaneous income, net
    
    
    53
    
    
    
    37
    
    
    
    (3
    )Interest expense
    
    
    (30
    )
    
    
    (3
    )
    
    
    (237
    )Income before income taxes
    
    $
    11,137
    
    
    $
    11,566
    
    
    $
    7,140Depreciation and amortization expense:Publishing
    
    $
    1,585
    
    
    $
    1,500
    
    
    $
    1,081Collegiate marketing and production services
    
    
    
    
    
    
    
    
    
    
    7Association management
    
    
    
    
    
    
    
    
    
    
    2Wireless
    
    
    1,054
    
    
    
    858
    
    
    
    3,656Total depreciation and amortization expense
    
    $
    2,639
    
    
    $
    2,358
    
    
    $
    4,746Loss (gain) on disposal of assets, net:Publishing
    
    $
    161
    
    
    $
    43
    
    
    $
    47Wireless
    
    
    225
    
    
    
    360
    
    
    
    (479
    )Total loss (gain) on disposal of assets, net
    
    $
    386
    
    
    $
    403
    
    
    $
    (432
    )Capital expenditures:Publishing
    
    $
    491
    
    
    $
    1,343
    
    
    $
    2,096Wireless
    
    
    822
    
    
    
    466
    
    
    
    70Total capital expenditures
    
    $
    1,313
    
    
    $
    1,809
    
    
    $
    2,166
 64




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##### Table of Contents



As of December 31,2004
    
    
    2005Identifiable assets:Publishing
    
    $
    29,513
    
    
    $
    33,663Collegiate marketing and production services
    
    
    
    
    
    
    90,731Association management
    
    
    
    
    
    
    21,577Wireless
    
    
    8,305
    
    
    
    4,83037,818
    
    
    
    150,801Corporate
    
    
    
    
    
    
    20,229Total identifiable assets
    
    $
    37,818
    
    
    $
    171,030
  15.  SUPPLEMENTAL CASH FLOW INFORMATION
  16.  SELECTED QUARTERLY FINANCIAL DATA (unaudited)
  Quarter EndedMarch 31,
    
    June 30,
    
    September 30,
    
    December 31,2005
    
    2005
    
    2005
    
    2005Operating revenues
    
    $
    13,174
    
    
    $
    13,759
    
    
    $
    13,124
    
    
    $
    13,764Operating income (loss)
    
    
    2,515
    
    
    
    3,198
    
    
    
    2,712
    
    
    
    (1,045
    )Net income (loss)
    
    
    1,557
    
    
    
    1,980
    
    
    
    1,679
    
    
    
    (799
    )Net income (loss) available to common stockholders
    
    
    1,557
    
    
    
    1,980
    
    
    
    1,679
    
    
    
    (802
    )Per share data, basic and dilutedNet income (loss) available to common stockholders
    
    $
    0.32
    
    
    $
    0.41
    
    
    $
    0.34
    
    
    $
    (0.16
    )Weighted average number of shares, basic and diluted
    
    
    4,870
    
    
    
    4,870
    
    
    
    4,870
    
    
    
    4,873
 Quarter EndedMarch 31,
    
    June 30,
    
    September 30,
    
    December 31,2004
    
    2004
    
    2004
    
    2004Operating revenues
    
    $
    12,585
    
    
    $
    13,056
    
    
    $
    13,148
    
    
    $
    14,094Operating income
    
    
    2,688
    
    
    
    3,000
    
    
    
    2,770
    
    
    
    3,074Net income
    
    
    1,660
    
    
    
    1,868
    
    
    
    1,715
    
    
    
    2,012Per share data, basic and dilutedNet income
    
    $
    0.34
    
    
    $
    0.38
    
    
    $
    0.35
    
    
    $
    0.41Weighted average number of shares, basic and diluted
    
    
    4,870
    
    
    
    4,870
    
    
    
    4,870
    
    
    
    4,870
 65




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
  
 Item 9A. Controls and Procedures
 Disclosure Controls and Procedures
    
 Item 9B. Other Information
  66




---



##### Table of Contents



PART III
 
 Item 10. Directors and Executive Officers of the Registrant
  Name
    
    Age
    
    PositionRobert S. Prather, Jr.
    
    
    61
    
    
    Director, ChairmanThomas J. Stultz
    
    
    54
    
    
    Director, President and Chief Executive OfficerGerald N. Agranoff
    
    
    59
    
    
    DirectorJames W. Busby
    
    
    51
    
    
    DirectorFrederick J. Erickson
    
    
    47
    
    
    Chief Financial Officer and SecretaryHilton H. Howell, Jr.
    
    
    43
    
    
    DirectorMonte C. Johnson
    
    
    69
    
    
    DirectorGeorge E. Nick Nicholson
    
    
    58
    
    
    Director
       67




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##### Table of Contents



Audit Committee
  Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Ethics
 www.triplecrownmedia.com
 68




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##### Table of Contents



Item 11. Executive Compensation
  Summary Compensation Table
 Long TermCompensation AwardsRestricted
    
    SecuritiesAnnual Compensation
    
    Stock
    
    Underlying
    
    All OtherName and Position
    
    Year
    
    Salary ($)
    
    Bonus ($)
    
    Awards
    
    Options (#)
    
    Compensation ($)Robert S. Prather, Jr. (1)
    
    
    2005
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    34,200
    (6)Chairman
    
    
    2004
    
    
    
    738,143
    (2)
    
    
    650,000
    (3)
    
    
    13,530
    (4)
    
    
    50,000
    (5)
    
    
    83,945
    (6)2003
    
    
    
    651,528
    (3)
    
    
    275,000
    (3)
    
    
    1,420,750
    (4)
    
    
    41,000
    (5)
    
    
    41,346
    (6)Thomas J. Stultz (7)
    
    
    2005
    
    
    
    441,667
    (8)
    
    
    159,813
    
    
    
    0
    
    
    
    0
    
    
    
    38,198
    (10)President and Chief
    
    
    2004
    
    
    
    313,389
    (9)
    
    
    100,000
    
    
    
    0
    
    
    
    0
    
    
    
    8,397
    (10)Executive Officer
    
    
    2003
    
    
    
    265,000
    
    
    
    150,000
    
    
    
    0
    
    
    
    0
    
    
    
    8,116
    (10)Frederick J. Erickson (11)
    
    
    2005
    
    
    
    210,000
    
    
    
    50,000
    
    
    
    0
    
    
    
    0
    
    
    
    0Chief Financial Officer
    
    
    2004
    
    
    
    179,808
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    1,570
    (12)2003
    
    
    
    166,807
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    5,004
    (12)Robert Chomat, Jr. (13)
    
    
    2005
    
    
    
    186,000
    
    
    
    38,500
    
    
    
    0
    
    
    
    0
    
    
    
    23,330
    (14)President-GrayLink
    
    
    2004
    
    
    
    180,000
    
    
    
    133,798
    
    
    
    0
    
    
    
    0
    
    
    
    18,322
    (14)Wireless
    
    
    2003
    
    
    
    174,000
    
    
    
    32,617
    
    
    
    0
    
    
    
    0
    
    
    
    17,019
    (14)
 
 (1)
    
    During 2005, 2004 and 2003, Mr. Prather was employed by Gray and Bull Run. Mr.
Prather is currently the Chairman of our board of directors.(2)
    
    During 2005, Gray paid Mr. Prathers salary at the annual rate of $750,000. In
2004, $88,143 and $650,000 of Mr. Prathers salary was paid by Bull Run and Gray,
respectively. In 2003, $201,528 and $450,000 of Mr. Prathers salary was paid by Bull
Run and Gray, respectively.(3)
    
    Mr. Prathers bonuses in 2004 and 2003 were paid by Gray.(4)
    
    The restricted stock awards to Mr. Prather in 2004 and 2003 were granted by Gray.(5)
    
    The stock options in 2004 and 2003 were granted to Mr. Prather by Gray.(6)
    
    For 2005, the amount reported includes an auto allowance paid by Bull Run of
$19,200 and Bull Run directors fees of $15,000. For 2004, the amount reported includes
term life insurance of $8,849 (Gray), long term disability insurance premium payments of
$2,249 (Gray), matching contributions by Grays 401(k) plan of $6,000, directors fees
of $17,700 (Gray), directors fees of $15,000 (Bull Run), employer contributions to
defined contribution retirement plan of $1,247 (Bull Run) and an auto allowance (Bull
Run) of $18,400. For 2003, the amount includes term life insurance of $3,096 (Gray),
long-term disability insurance premiums of $2,249 (Gray), matching contribution by
Grays 401(k) plan of $4,455, directors fees of $25,500 (Gray) and employer
contributions to defined contribution retirement plan of $6,046.(7)
    
    During 2003 and until August 2004, Mr. Stultz was employed by Gray. From August
2004 until December 30, 2005, Mr. Stultz was employed by Bull Run.(8)
    
    During 2005, Mr. Stultz received $116,667 from Gray as a consulting fee and a
salary of $325,000 from Bull Run.(9)
    
    During 2004, $300,000 and $13,389 of Mr. Stultzs salary was paid by Gray and
Bull Run, respectively.(10)
    
    For 2005, the amount reported includes $31,186 for relocation expenses and $7,012
as the fair value of travel expenses for Mr. Stultzs spouse. For 2004, the amount
reported includes matching contributions by Gray to its 401(k) plan of $4,500, term life
insurance premiums of $2,075 (Gray) and long-term disability insurance premium payments
of $1,822 (Gray). For 2003, the amount includes matching contributions by Gray to its
401(k) plan of $4,500, term life insurance premiums of $1,794 (Gray) and long-term
disability insurance premium payments of $1,822 (Gray).(11)
    
    Through December 30, 2005, and in 2004 and 2003, Mr. Erickson was employed by
Bull Run.(12)
    
    Consists of contributions by Bull Run to a defined contribution retirement plan.(13)
    
    Through December 30, 2005 and during 2004 and 2003, Mr. Chomat was employed by
Gray.(14)
    
    For 2005, the amount reported includes matching contributions by Gray to its
401(k) plan of $11,192, automobile allowance of $8,500 (Gray) and term life insurance
premiums of $3,638 (Gray). For 2004, the amount reported includes matching contributions
by Gray to its 401(k) 69




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##### Table of Contents



plan of $4,500, automobile allowance of $8,500 (Gray), term life
insurance premiums of $2,694 (Gray) and long-term disability insurance premium payments
of $2,628 (Gray). For 2003, the amount includes matching contributions by Gray to its
401(k) plan of $4,500, automobile allowance of $8,500 (Gray), term life insurance
premiums of $1,391 (Gray) and long-term disability insurance premium payments of $2,628
(Gray). Compensation of Directors
  Stock Based Incentives
   Compensation Committee Interlocks and Insider Participation
    70




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
  Amount andNature of
    
    PercentName
    
    Beneficial Ownership
    
    of ClassHilton H. Howell, Jr.
    
    
    121,832
    
    (1)
    
    
    
    2.4
    %Robert S. Prather, Jr.
    
    
    44,115
    
    (2)
    
    
    
    *James W. Busby
    
    
    11,046
    
    (3)
    
    
    
    *Thomas J. Stultz
    
    
    5,950
    
    
    
    
    
    *Monte C. Johnson
    
    
    5,803
    
    (4)
    
    
    
    *Gerald N. Agranoff
    
    
    5,184
    
    (5)
    
    
    
    *George E. Nicholson
    
    
    5,000
    
    
    
    
    
    *Frederick J. Erickson
    
    
    464
    
    (6)
    
    
    
    *All directors and executive officers as a group
    
    
    199,394
    
    (7)
    
    
    
    3.9
    %J. Mack Robinson
    
    
    532,409
    
    (8)
    
    
    
    10.3
    %Harriett J. Robinson
    
    
    530,844
    
    (9)
    
    
    
    10.3
    %GAMCO Investors, Inc.
    
    
    354,189
    
    (10)
    
    
    
    6.9
    %
 
 *
    
    Less than 1%(1)
    
    Includes (a) options issued to Mr. Howell to purchase 216 shares of our common stock;
(b) 50 shares held by Mr. Howells spouse as custodian for his minor child; (c) 5,857
shares held by Mr. Howells spouse; (d) 8,976 shares owned by Delta Fire & Casualty
Insurance Co.; (e) 20,537 shares owned by Delta Life Insurance Co.; (f) 24,376 shares
owned by Bankers Fidelity Life Insurance Co.; (g) 15,607 shares owned by Georgia Casualty
& Surety Co.; (h) 9,700 shares owned by Associated Casualty Insurance Co.; and (i) 5,000
shares owned by American Southern Insurance Co. Mr. Howell is an executive officer and
director of each of Delta Fire, Delta Life, Bankers Fidelity, Georgia Casualty, Associated
Casualty and American Southern. Mr. Howell is married to Robin R. Howell, Mr. Robinsons
daughter and a beneficiary of the Robin M. Robinson Trust.(2)
    
    Includes options issued to Mr. Prather to purchase 2,179 shares of our common stock
and 42 shares held by Mr. Prathers spouse.(3)
    
    Includes options issued to Mr. Busby to purchase 84 shares of our common stock; and
an aggregate of 20 shares owned by Mr. Busbys two children.(4)
    
    Includes options issued to Mr. Johnson to purchase 198 shares of our common stock.(5)
    
    Includes options issued to Mr. Agranoff to purchase 112 shares of our common stock.(6)
    
    Includes options issued to Mr. Erickson to purchase 433 shares of our common stock.(7)
    
    Includes options issued to all directors and executive officers as a group to
purchase an aggregate 3,222 shares of our common stock. The address for all of our
directors and executive officers is c/o Triple Crown Media, Inc., 546 East Main Street,
Lexington, KY 40508.(8)
    
    Includes (a) options issued to Mr. Robinson to purchase 1,011 shares of our common
stock; (b) 70,818 shares held by Mr. Robinsons spouse; (c) 8,976 shares owned by Delta
Fire & Casualty Insurance Co.; (d) 20,537 shares owned by Delta Life Insurance 71




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##### Table of Contents



Co.; (e)
24,376 shares owned by Bankers Fidelity Life Insurance Co.; (f) 15,607 shares owned by
Georgia Casualty & Surety Co.; (g) 9,400 shares owned by Associated Casualty Insurance
Co.; (h) 5,000 shares owned by American Southern Insurance Co.; (i) 31,108 shares owned by
Gulf Capital Services, Ltd.; (j) 554 shares owned by JMR Foundation; and (k) 113,636
shares held by Mr. Robinsons spouse as trustee under trusts for their children. Mr.
Robinson is an executive officer, director, principal or sole shareholder of each of Delta
Fire, Delta Life, Bankers Fidelity, Georgia Casualty, Associated Casualty, American
Southern and Gulf Capital. Mr. Robinsons address is 4370 Peachtree Road, N.E., Atlanta,
Georgia 30319.(9)
    
    Includes (a) options issued to Mrs. Robinsons spouse of 1,011 shares of our common
stock; (b) 231,396 shares held by Mrs. Robinsons spouse; (c) 8,976 shares owned by Delta
Fire & Casualty Insurance Co.; (d) 20,537 shares owned by Delta Life Insurance Co.; (e)
24,376 shares owned by Bankers Fidelity Life Insurance Co.; (f) 15,607 shares owned by
Georgia Casualty & Surety Co.; (g) 9,400 shares owned by Associated Casualty Insurance
Co.; (h) 5,000 shares owned by American Southern Insurance Co.; (i) 31,108 shares owned by
Gulf Capital Services, Ltd.; and (j) 113,636 shares held by Mr. Robinsons spouse as
trustee under trusts for their children. Mrs. Robinsons address is 4370 Peachtree Road,
N.E., Atlanta, Georgia 30319.(10)
    
    Based upon a Schedule 13D filed with the SEC on January 19, 2006 by GAMCO Investors,
Inc. Includes (a) 158,212 shares of our common stock held by GAMCO Asset Management; (b)
166,580 shares held by Gabelli Funds, LLC; (c) 15,617 shares held by Gabelli Securities,
Inc.; (d) 11,280 shares held by MJG Associates, Inc.; and (e) 2,500 shares held by Gabelli
Advisers, Inc. The address for GAMCO Investors, Inc. is One Corporate Center, Rye, New
York 10580. Equity Plan Compensation Information
 As of December 31, 2005
    
    (a)
    
    
    (b)
    
    
    (c)Number of securities
    
    
    Weighted-average
    
    
    Number of securities remainingto be issued upon exercise
    
    
    exercise price of
    
    
    available for future issuance underof outstanding options,
    
    
    outstanding options,
    
    
    equity compensation plans (excludingPlan Category
    

warrants and rights
    
    
    warrants and rights
    
    
    securities reflected in column (a))Equity compensation plans
approved by security
holders
    
    
    7,096
    
    
    $
    501.92
    
    
    
    1,000,000
 
 Item 13. Certain Relationships and Related Transactions
  Insurance Contract with Georgia Casualty & Surety Co. 
 Rights-Sharing
Agreement with Gray 
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##### Table of Contents



Item 14. Principal Accountant Fees and Services
  2005
    
    
    2004Audit fees (1)
    
    $
    902,321
    
    
    $
    0Audit related fees
    
    
    0
    
    
    
    0Tax fees
    
    
    0
    
    
    
    0All other fees
    
    
    0
    
    
    
    0Total
    
    $
    902,321
    
    
    $
    0
 
   73




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (a)
    
    List of documents filed as part of this report:
 (1)
    
    Financial Statements:
        (2)
    
    Financial statement schedule of Triple Crown Media, Inc. required to be filed
by Item 8 of this Form and by Item 15(c):All schedules for which provision is made in the applicable accounting regulations
of the Securities and Exchange Commission are not required under the related
instructions or are inapplicable and therefore have been omitted.
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##### Table of Contents



(3)
    
    Exhibits
 ExhibitNumber
    
    Description(2.1)
    
    Separation and Distribution Agreement dated August 2, 2005, by and between Gray Television, Inc. and
Triple Crown Media, Inc. (a)(2.2)
    
    Tax Sharing Agreement dated August 2, 2005, by and between Gray Television, Inc. and Triple Crown
Media, Inc. (a)(2.3)
    
    Agreement and Plan of Merger dated August 2, 2005, by and among Triple Crown Media, Inc., BR
Acquisition Corp. and Bull Run Corporation (a)(3.1)
    
    Amended and Restated Certificate of Incorporation of Triple Crown Media, Inc. (a)(3.2)
    
    By-Laws of Triple Crown Media, Inc. (a)(10.1)
    
    Triple Crown Media, Inc. 2005 Long Term Incentive Plan (b)(10.2)
    
    Bull Run Corporation Amended and Restated 1994 Long Term Incentive Plan (c)(10.3)
    
    Bull Run Corporation Non-Employee Directors 1994 Stock Option Plan (c)(10.4)
    
    Form of Directors Restricted Stock Agreement under the Triple Crown Media, Inc. 2005 Long Term
Incentive Plan (d)(10.5)
    
    Form of Employee Restricted Stock Agreement under the Triple Crown Media, Inc. 2005 Long Term
Incentive Plan (d)(10.6)
    
    Indemnity Agreement dated February 15, 2006 between Triple Crown Media, Inc. and Robert S. Prather, Jr. (d)(10.7)
    
    Indemnity Agreement dated February 15, 2006 between Triple Crown Media, Inc. and Thomas J. Stultz (d)(10.8)
    
    Indemnity Agreement dated February 15, 2006 between Triple Crown Media, Inc. and Frederick J. Erickson (d)(10.9)
    
    Indemnity Agreement dated February 15, 2006 between Triple Crown Media, Inc. and Gerald N. Agranoff (d)(10.10)
    
    Indemnity Agreement dated February 15, 2006 between Triple Crown Media, Inc. and James W. Busby (d)(10.11)
    
    Indemnity Agreement dated February 15, 2006 between Triple Crown Media, Inc. and Hilton H. Howell, Jr. (d)(10.12)
    
    Indemnity Agreement dated February 15, 2006 between Triple Crown Media, Inc. and Monte C. Johnson (d)(10.13)
    
    Indemnity Agreement dated February 15, 2006 between Triple Crown Media, Inc. and George E. Nicholson (d)(10.14)
    
    First Lien Senior Secured Credit Agreement dated December 30, 2005 (e)(10.15)
    
    Second Lien Senior Secured Credit Agreement dated December 30, 2005 (e)(14)
    
    Code of Ethics (f)(21)
    
    List of Subsidiaries of Registrant (f)(23)
    
    Consent of PricewaterhouseCoopers LLP (f)(31.1)
    
    Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (f)(31.2)
    
    Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (f)(32.1)
    
    Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (f)(32.2)
    
    Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (f)
 
 (a)
    
    Filed as an exhibit to Amendment No. 4 to Form S-4 and Form S-1 (Registration No. 333-128270) dated November 29,
2005 and incorporated by reference herein(b)
    
    Filed as an exhibit to Form 8-K Current Report dated as of December 2, 2005 and incorporated by reference herein(c)
    
    Filed as an exhibit to Form S-8 (Registration No. 333-131075), effective January 17, 2006 and incorporated by
(c) reference
herein(d)
    
    Filed as an exhibit to Form 8-K Current Report dated as of February 15, 2006 and incorporated by reference herein(e)
    
    Filed as an exhibit to Form 8-K Current Report dated as of December 30, 2005 and incorporated by reference herein(f)
    
    Filed herewith (c)
    
    Financial Statement SchedulesThe response to this section is submitted as part of Item 15(a)(1) and Item 15(a)(2).
 75




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##### Table of Contents



SIGNATURES
   by:
    /s/ THOMAS J. STULTZThomas J. StultzPresident and Chief Executive Officer  Signature
    
    Title
    
    Date/s/ THOMAS J. STULTZ

Thomas J. Stultz
    
    President, Chief
Executive Officer and
Director
(Principal Executive
Officer)
    
    March 31, 2006/s/ GERALD N. AGRANOFF

Gerald N. Agranoff
    
    Director
    
    March 31, 2006/s/ JAMES W. BUSBY

James W. Busby
    
    Director
    
    March 31, 2006/s/ FREDERICK J. ERICKSON

Frederick J. Erickson
    
    Chief Financial Officer
(Principal Accounting
and Financial Officer)
    
    March 31, 2006/s/ HILTON H. HOWELL, JR.

Hilton H. Howell, Jr.
    
    Director
    
    March 31, 2006/s/ MONTE C. JOHNSON

Monte C. Johnson
    
    Director
    
    March 31, 2006/s/ GEORGE E. NICHOLSON

George E. Nicholson
    
    Director
    
    March 31, 2006/s/ ROBERT S. PRATHER, JR.

Robert S. Prather, Jr.
    
    Chairman of the Board
    
    March 31, 2006
 76