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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.
20549





FORM 10-Q





(Mark One)

|x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended December 31, 2007

or



| ̈ | 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.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 20-3012824                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|546 East Main Street, Lexington, Kentucky                      |  | 40508                                  
|(Address of principal executive offices)                       |  | (Zip code)                             

(859) 226-4678

(Registrants telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   ̈        Accelerated filer   ̈

Non-accelerated
filer  x        Smaller reporting company   ̈

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practical date.

Common Stock, $.001 par value

5,347,380 shares
outstanding as of December 31, 2007









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|         |  |                                                                                                                         |  |     
|-------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                                         |  | PAGE
|PART I.  |  | FINANCIAL INFORMATION                                                                                                   |  |     
|         |  |                                                                                                                        
|Item 1.  |  | Financial Statements                                                                                                    |  |     
|         |  |                                                                                                                        
|         |  | Condensed and consolidated balance sheets  June 30, 2007 (Audited) and December 31, 2007 (Unaudited)                   |  | 3   
|         |  |                                                                                                                        
|         |  | Condensed and consolidated statements of operations (Unaudited)  Three and six months ended December 31, 2006 and 2007 |  | 4   
|         |  |                                                                                                                        
|         |  | Consolidated statements of cash flows (Unaudited)  Six months ended December 31, 2006 and 2007                         |  | 5   
|         |  |                                                                                                                        
|         |  | Notes to condensed and consolidated financial statements (Unaudited)                                                    |  | 6   
|         |  |                                                                                                                        
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                   |  | 15  
|         |  |                                                                                                                        
|Item 3.  |  | Quantitative and Qualitative Disclosure About Market Risk                                                               |  | 25  
|         |  |                                                                                                                        
|Item 4.  |  | Controls and Procedures                                                                                                 |  | 26  
|         |  |                                                                                                                        
|PART II. |  | OTHER INFORMATION                                                                                                       |  | 26  
|         |  |                                                                                                                        
|Item 1.  |  | Risk Factors                                                                                                            |  | 26  
|         |  |                                                                                                                        
|Item 2.  |  | Submission of Matters to a Vote of Security Holders                                                                     |  | 26  
|         |  |                                                                                                                        
|Item 3.  |  | Exhibits                                                                                                                |  | 27  



2



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PART I. FINANCIAL INFORMATION

TRIPLE CROWN MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per share data)



|                                                                                                                                                              |  |              |         |   |                  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                              |  | June 30,2007 |         |   | December 31,2007 |  
|                                                                                                                                                              |  | (Audited)    |         |   | (Unaudited)      |  
|ASSETS                                                                                                                                                        |  |              |         |   |                  |   |         |  
|Current assets:                                                                                                                                               |  |              |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                     |  | $            | 166     |   |                  | $ | 181     |  
|Accounts receivable, net                                                                                                                                      |  |              | 5,123   |   |                  |   | 5,784   |  
|Inventories                                                                                                                                                   |  |              | 310     |   |                  |   | 395     |  
|Assets associated with discontinued operations                                                                                                                |  |              | 115,117 |   |                  |   |        |  
|Other current assets                                                                                                                                          |  |              | 360     |   |                  |   | 454     |  
|                                                                                                                                                              |  |              |         |   |                  |   |         |  
|Total current assets                                                                                                                                          |  |              | 121,076 |   |                  |   | 6,814   |  
|                                                                                                                                                              |  |              |         |   |                  |   |         |  
|Property and equipment:                                                                                                                                       |  |              | 22,782  |   |                  |   | 22,693  |  
|Accumulated depreciation                                                                                                                                      |  |              | (14,848 | ) |                  |   | (15,334 | )
|                                                                                                                                                              |  |              |         |   |                  |   |         |  
|Property and equipment, net                                                                                                                                   |  |              | 7,934   |   |                  |   | 7,359   |  
|                                                                                                                                                              |  |             
|Goodwill                                                                                                                                                      |  |              | 18,428  |   |                  |   | 18,428  |  
|Other intangible assets, net                                                                                                                                  |  |              | 7,003   |   |                  |   | 6,673   |  
|Deferred income taxes                                                                                                                                         |  |              | 16,584  |   |                  |   |        |  
|Other receivable                                                                                                                                              |  |              |         |   |                  |   | 5,100   |  
|Other assets                                                                                                                                                  |  |              | 3,436   |   |                  |   | 3,082   |  
|                                                                                                                                                              |  |              |         |   |                  |   |         |  
|Total assets                                                                                                                                                  |  | $            | 174,461 |   |                  | $ | 47,456  |  
|                                                                                                                                                              |  |              |         |   |                  |   |         |  
|                                                                                                                                                              |  |             
|LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS DEFICIT                                                                                                        |  |              |         |   |                  |   |         |  
|Current liabilities:                                                                                                                                          |  |              |         |   |                  |   |         |  
|Line of credit                                                                                                                                                |  | $            | 8,492   |   |                  | $ | 18,575  |  
|Accounts payable                                                                                                                                              |  |              | 2,318   |   |                  |   | 1,156   |  
|Accrued expenses                                                                                                                                              |  |              | 3,102   |   |                  |   | 2,945   |  
|Accrued Interest                                                                                                                                              |  |              |        |   |                  |   | 1,384   |  
|Income taxes payable                                                                                                                                          |  |              |        |   |                  |   | 2,679   |  
|Liabilities associated with discontinued operations                                                                                                           |  |              | 24,286  |   |                  |   | 152     |  
|Deferred revenue                                                                                                                                              |  |              | 987     |   |                  |   | 911     |  
|                                                                                                                                                              |  |              |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                     |  |              | 39,185  |   |                  |   | 27,802  |  
|                                                                                                                                                              |  |             
|Long-term debt                                                                                                                                                |  |              | 116,278 |   |                  |   | 50,328  |  
|Other liabilities                                                                                                                                             |  |              | 3,220   |   |                  |   | 3,814   |  
|Series B redeemable preferred stock, $.001 par value (authorized 20,000 shares; issued and outstanding 6,050 shares; $6,050 liquidation
value)                |  |              | 4,515   |   |                  |   | 4,561   |  
|                                                                                                                                                              |  |              |         |   |                  |   |         |  
|Total liabilities                                                                                                                                             |  |              | 163,198 |   |                  |   | 86,505  |  
|                                                                                                                                                              |  |              |         |   |                  |   |         |  
|Series A redeemable, convertible preferred stock, $.001 par value (authorized 50,000 shares; issued and outstanding 20,890 shares; $20,890 liquidation
value) |  |              | 17,135  |   |                  |   | 17,261  |  
|                                                                                                                                                              |  |             
|Commitments and contingencies                                                                                                                                 |  |              |         |   |                  |   |         |  
|                                                                                                                                                              |  |             
|Stockholders deficit:                                                                                                                                        |  |              |         |   |                  |   |         |  
|Common stock, par value $0.001 (authorized 25,000 shares, issued and outstanding (5,187 and 5,257 shares, respectively)                                       |  |              | 5       |   |                  |   | 5       |  
|Additional paid-in capital                                                                                                                                    |  |              | 5,128   |   |                  |   | 7,033   |  
|Accumulated deficit                                                                                                                                           |  |              | (11,134 | ) |                  |   | (62,634 | )
|Accumulated other comprehensive income (loss), net of tax                                                                                                     |  |              | 129     |   |                  |   | (714    | )
|                                                                                                                                                              |  |              |         |   |                  |   |         |  
|Total stockholders deficit                                                                                                                                   |  |              | (5,872  | ) |                  |   | (56,310 | )
|                                                                                                                                                              |  |              |         |   |                  |   |         |  
|Total liabilities, preferred stock and stockholders deficit                                                                                                  |  | $            | 174,461 |   |                  | $ | 47,456  |  
|                                                                                                                                                              |  |              |         |   |                  |   |         |  

See notes to condensed consolidated financial statements.



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TRIPLE CROWN MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)



|                                                       |  |                                |        |   |                              |   |         |             |  |   |             |   |  |   |         |  
|------------------------------------------------------ |  | ------------------------------ | ------ | - | ---------------------------- | - | ------- | ----------- |  | - | ----------- | - |  | - | ------- | -
|                                                       |  | Three Months EndedDecember 31, |        |   | Six Months EndedDecember 31, |  
|                                                       |  | 2006                           |        |   | 2007                         |   |         | 2006        |  |   | 2007        |  
|                                                       |  | (Unaudited)                    |        |   | (Unaudited)                  |   |         | (Unaudited) |  |   | (Unaudited) |  
|Operating revenues:                                    |  | $                              | 13,015 |   |                              | $ | 12,483  |             |  | $ | 25,000      |   |  | $ | 24,441  |  
|Expenses:                                              |  |                                |        |   |                              |   |         |             |  |   |             |   |  |   |         |  
|Operating expenses before depreciation, amortization   |  |                                |        |   |                              |   |         |             |  |   |             |   |  |   |         |  
|Publishing                                             |  |                                | 8,843  |   |                              |   | 8,443   |             |  |   | 17,370      |   |  |   | 16,982  |  
|Corporate and administrative                           |  |                                | 1,281  |   |                              |   | 1,170   |             |  |   | 2,394       |   |  |   | 2,444   |  
|Depreciation and amortization                          |  |                                | 426    |   |                              |   | 444     |             |  |   | 871         |   |  |   | 879     |  
|                                                       |  |                                |        |   |                              |   |         |             |  |   |             |   |  |   |         |  
|                                                       |  |                                | 10,550 |   |                              |   | 10,057  |             |  |   | 20,635      |   |  |   | 20,305  |  
|                                                       |  |                                |        |   |                              |   |         |             |  |   |             |   |  |   |         |  
|Operating income                                       |  |                                | 2,465  |   |                              |   | 2,426   |             |  |   | 4,365       |   |  |   | 4,136   |  
|                                                       |  |                                |        |  
|Other expenses:                                        |  |                                |        |   |                              |   |         |             |  |   |             |   |  |   |         |  
|Interest expense related to Series B preferred stock   |  |                                | (113   | ) |                              |   | (113    | )           |  |   | (226        | ) |  |   | (227    | )
|Interest expense, other                                |  |                                | (3,310 | ) |                              |   | (3,018  | )           |  |   | (6,463      | ) |  |   | (6,523  | )
|Debt issue cost amortization                           |  |                                | (285   | ) |                              |   | (328    | )           |  |   | (551        | ) |  |   | (649    | )
|                                                       |  |                                |        |   |                              |   |         |             |  |   |             |   |  |   |         |  
|Loss from continuing operations before income taxes    |  |                                | (1,243 | ) |                              |   | (1,033  | )           |  |   | (2,875      | ) |  |   | (3,263  | )
|                                                       |  |                                |        |  
|Income tax (benefit) expense                           |  |                                | (2,372 | ) |                              |   | 2,615   |             |  |   | (3,018      | ) |  |   | 2,595   |  
|                                                       |  |                                |        |   |                              |   |         |             |  |   |             |   |  |   |         |  
|Income (loss) from continuing operations               |  |                                | 1,129  |   |                              |   | (3,648  | )           |  |   | 143         |   |  |   | (5,858  | )
|                                                       |  |                                |        |  
|Loss on sale of discontinued operations, net           |  |                                |       |   |                              |   | (4,246  | )           |  |   |            |   |  |   | (4,246  | )
|Loss from discontinued operations, net                 |  |                                | (440   | ) |                              |   | (16,840 | )           |  |   | (199        | ) |  |   | (40,852 | )
|                                                       |  |                                |        |   |                              |   |         |             |  |   |             |   |  |   |         |  
|Net income (loss)                                      |  |                                | 689    |   |                              |   | (24,734 | )           |  |   | (56         | ) |  |   | (50,956 | )
|                                                       |  |                                |        |  
|Series A preferred stock dividends accrued             |  |                                | (271   | ) |                              |   | (272    | )           |  |   | (542        | ) |  |   | (544    | )
|                                                       |  |                                |        |   |                              |   |         |             |  |   |             |   |  |   |         |  
|Net income (loss) available to common stockholders     |  | $                              | 418    |   |                              | $ | (25,006 | )           |  | $ | (598        | ) |  | $ | (51,500 | )
|                                                       |  |                                |        |   |                              |   |         |             |  |   |             |   |  |   |         |  
|Basic per share information:                           |  |                                |        |   |                              |   |         |             |  |   |             |   |  |   |         |  
|Income/(Loss) from continuing operations               |  | $                              | 0.22   |   |                              | $ | (0.75   | )           |  | $ | 0.03        |   |  | $ | (1.12   | )
|Income/(Loss) from discontinued operations, net of tax |  | $                              | (0.08  | ) |                              | $ | (4.33   | )           |  | $ | (0.04       | ) |  | $ | (8.62   | )
|Net income (loss)                                      |  | $                              | 0.13   |   |                              | $ | (5.08   | )           |  | $ | (0.01       | ) |  | $ | (9.74   | )
|Net income (loss) available to common shareholders     |  | $                              | 0.08   |   |                              | $ | (5.13   | )           |  | $ | (0.12       | ) |  | $ | (9.85   | )
|                                                       |  |                                |        |  
|Weighted average shares outstanding                    |  |                                | 5,230  |   |                              |   | 4,873   |             |  |   | 5,200       |   |  |   | 5,230   |  
|                                                       |  |                                |        |  
|Diluted per share information:                         |  |                                |        |   |                              |   |         |             |  |   |             |   |  |   |         |  
|Income/(Loss) from continuing operations               |  | $                              | 0.21   |   |                              | $ | (0.75   | )           |  | $ | 0.03        |   |  | $ | (1.12   | )
|Income/(Loss) from discontinued operations, net of tax |  | $                              | (0.08  | ) |                              | $ | (4.33   | )           |  | $ | (0.04       | ) |  | $ | (8.62   | )
|Net income (loss)                                      |  | $                              | 0.13   |   |                              | $ | (5.08   | )           |  | $ | (0.01       | ) |  | $ | (9.74   | )
|Net income (loss) available to common shareholders     |  | $                              | 0.08   |   |                              | $ | (5.13   | )           |  | $ | (0.11       | ) |  | $ | (9.85   | )
|                                                       |  |                                |        |  
|Diluted weighted average shares outstanding            |  |                                | 5,319  |   |                              |   | 4,873   |             |  |   | 5,297       |   |  |   | 5,230   |  

See notes to condensed consolidated financial statements.



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TRIPLE CROWN MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)



|                                                                                |  |                              |        |   |             |   |         |  
|------------------------------------------------------------------------------- |  | ---------------------------- | ------ | - | ----------- | - | ------- | -
|                                                                                |  | Six Months EndedDecember 31, |       
|                                                                                |  | 2006                         |        |   | 2007        |  
|                                                                                |  | (Unaudited)                  |        |   | (Unaudited) |  
|Operating activities:                                                           |  |                              |        |   |             |   |         |  
|Net loss                                                                        |  | $                            | (56    | ) |             | $ | (50,956 | )
|Loss on discontinued operations                                                 |  |                              | (199   | ) |             |   | (45,098 | )
|                                                                                |  |                              |        |   |             |   |         |  
|Income (loss) from continuing operations                                        |  |                              | 143    |   |             |   | (5,858  | )
|                                                                                |  |                             
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                              |        |   |             |   |         |  
|Depreciation and amortization                                                   |  |                              | 1,421  |   |             |   | 1,528   |  
|Interest accrued on redeemable preferred stock                                  |  |                              | 226    |   |             |   | 228     |  
|(Gain) Loss on disposal of assets, net                                          |  |                              | (15    | ) |             |   | 130     |  
|Stock compensation expense                                                      |  |                              | 213    |   |             |   | 391     |  
|Issuance of common stock to 401K plan                                           |  |                              | 203    |   |             |   | 204     |  
|Deferred income taxes                                                           |  |                              | 966    |   |             |   | 5,841   |  
|Changes in operating assets and liabilities:                                    |  |                              |        |   |             |   |         |  
|Accounts receivable                                                             |  |                              | (1,067 | ) |             |   | (661    | )
|Inventories                                                                     |  |                              | 269    |   |             |   | (85     | )
|Other current assets                                                            |  |                              | 163    |   |             |   | (94     | )
|Accounts payable and accrued expenses                                           |  |                              | (452   | ) |             |   | 499     |  
|Accrued income taxes                                                            |  |                              | 212    |   |             |   | 2,679   |  
|Deferred revenue                                                                |  |                              | (121   | ) |             |   | (76     | )
|Other assets and liabilities                                                    |  |                              | 288    |   |             |   | 5,290   |  
|                                                                                |  |                              |        |   |             |   |         |  
|Net cash provided by continuing operations                                      |  |                              | 2,449  |   |             |   | 10,016  |  
|Net cash used in discontinued operations                                        |  |                              | (4,613 | ) |             |   | (21,243 | )
|                                                                                |  |                              |        |   |             |   |         |  
|Net cash used in operating activities                                           |  |                              | (2,164 | ) |             |   | (11,227 | )
|                                                                                |  |                             
|Investing activities:                                                           |  |                              |        |   |             |   |         |  
|                                                                                |  |                             
|Purchases of property and equipment                                             |  |                              | (373   | ) |             |   | (76     | )
|Proceeds from asset sales                                                       |  |                              | 15     |   |             |   | 34      |  
|                                                                                |  |                              |        |   |             |   |         |  
|Net cash used in continuing operations                                          |  |                              | (358   | ) |             |   | (42     | )
|Net cash (used in) provided by discontinued operations                          |  |                              | (6,433 | ) |             |   | 67,152  |  
|                                                                                |  |                              |        |   |             |   |         |  
|Net cash (used in) provided by investing activities                             |  |                              | (6,791 | ) |             |   | 67,110  |  
|                                                                                |  |                             
|Financing activities:                                                           |  |                              |        |   |             |   |         |  
|                                                                                |  |                             
|Net proceeds from borrowings on revolving line of credit                        |  |                              | 18,150 |   |             |   | 10,075  |  
|Net repayments of borrowings on debt                                            |  |                              | (7,889 | ) |             |   | (65,943 | )
|Debt issue costs                                                                |  |                              | (613   | ) |             |   |        |  
|                                                                                |  |                              |        |   |             |   |         |  
|Net cash provided by (used in) continuing operations                            |  |                              | 9,648  |   |             |   | (55,868 | )
|                                                                                |  |                              |        |   |             |   |         |  
|Net cash provided by (used in) financing activities                             |  |                              | 9,648  |   |             |   | (55,868 | )
|                                                                                |  |                              |        |   |             |   |         |  
|Increase in cash and cash equivalents                                           |  |                              | 693    |   |             |   | 15      |  
|                                                                                |  |                             
|Cash and cash equivalents, beginning of period                                  |  |                              | 173    |   |             |   | 166     |  
|                                                                                |  |                              |        |   |             |   |         |  
|Cash and cash equivalents, end of period                                        |  | $                            | 866    |   |             | $ | 181     |  
|                                                                                |  |                              |        |   |             |   |         |  

See notes to condensed consolidated financial statements.



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TRIPLE CROWN MEDIA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(amounts in thousands, except share and per share data)

NOTE 1  BASIS
OF PRESENTATION

The accompanying unaudited condensed and consolidated financial statements of Triple Crown Media, Inc., or the Company, have been
prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included. Operating
results for the three and six-month periods ended December 31, 2007 are not necessarily indicative of the results that may be expected for the year ending June 30, 2008. For further information, refer to the consolidated financial
statements and footnotes thereto included in our Annual Report on Form 10-K for the twelve months ended June 30, 2007.

Organization and
Business Description  Until December 30, 2005, the Company was comprised of the newspaper publishing and wireless businesses owned and operated by Gray Television, Inc., or Gray, operating as wholly owned subsidiaries or divisions
of Gray.

On December 30, 2005, Gray distributed to each common stockholder of Grays common stock one share of our common stock for every
ten shares of Gray common stock held by the Gray common stockholder and one share of our common stock for every ten shares of Gray Class A common stock held by the Gray Class A common stockholder. As a result, the Company became a
separate, stand-alone entity, independent of Gray. We refer to this transaction as the Spin-off.

Immediately following the Spin-off, and also on
December 30, 2005, Bull Run Corporation was merged into a wholly-owned subsidiary of the Company, in a transaction referred to as the Merger. Under the terms of the Merger, each Bull Run common stockholder received .0289 shares of our common
stock in exchange for each share of Bull Run common stock owned by the Bull Run common stockholder; holders of Bull Runs series D preferred stock and a certain holder of Bull Runs series E preferred stock received shares of our series A
redeemable, convertible preferred stock for their shares of Bull Run preferred stock and accrued dividends thereon; certain other holders of Bull Runs series E preferred stock had their shares redeemed in cash at the liquidation value of those
shares; the holder of Bull Run series F preferred stock received shares of our common stock for his shares of Bull Run preferred stock and accrued dividends thereon; and a significant stockholder of Bull Run who had advanced cash to Bull Run prior
to the Merger received shares of our series B redeemable preferred stock in exchange for settlement of Bull Runs liabilities payable to him.

Following the consummation of the Merger on December 30, 2005, the Company was comprised of the Newspaper Publishing and Wireless segments formerly owned and operated by Gray, plus the Collegiate Marketing and Production Services
segment and Association Management Services segment acquired in the Merger, both of which are operated by a wholly owned subsidiary, Host Communications, Inc., or Host.

The Company sold its Wireless business, operated as GrayLink, LLC, on June 22, 2007. In addition, the Company sold Host and Pinnacle Sports Productions, LLC, or Pinnacle, comprising its Collegiate Marketing and Association
Management businesses on November 15, 2007. Accordingly, the Company has reclassified the results of operations and financial position of these segments to discontinued operations in this Form 10-Q. Subsequent to November 15, 2007,
the Companys sole remaining operating segment is comprised of its newspaper publishing businesses.

Hereinafter, all references to Triple Crown
Media, Inc., the Company, TCM, we, us, or our in these footnotes refer to the combined and consolidated businesses.



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Stock-Based Compensation  Effective January 1, 2006, we account for stock-based
compensation using Statement of Financial Accounting Standards (SFAS) No. 123(R), Accounting for Stock-Based Compensation (SFAS 123(R)), as amended, which results in the recognition of compensation expense
for stock-based compensation. The Company adopted SFAS 123(R) using the modified prospective method, which requires measurement of compensation cost for all stock-based awards at fair value on the date of grant and recognition of compensation over
the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes valuation model. The recognized expense is net of expected forfeitures and restatement of prior periods is not required. The fair
value of restricted stock is determined based on the number of shares granted and the quoted market price of the Companys common stock.

Valuation and Impairment Testing of Intangible Assets  In accordance with SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142), the Company does not amortize goodwill and certain
intangible assets with indefinite useful lives. Instead, SFAS 142 requires that we review goodwill and intangible assets deemed to have indefinite useful lives for impairment on at least an annual basis. The Company performs the annual impairment
review during the fourth quarter of each fiscal year or whenever events or changes in circumstances indicate that such assets might be impaired.

Intangible assets are comprised of goodwill that is required to be considered an indefinite-lived asset. Other separately identified definite-lived intangible assets include customer relationships, trademarks and tradenames. These assets
are being amortized over their estimated useful lives. Customer relationships are amortized using the straight-line method over a period of 5 to 15 years, based on the estimated future economic benefit. Trademarks and tradenames are being amortized
over 6 and 15 years, respectively, using a straight-line method, which approximates the estimated future economic benefit. For the three and six months ended December 31, 2007, we recorded amortization expense of $0.1 million and $0.3 million
in connection with our definite-lived intangible assets.

We recorded a goodwill impairment charge of $23.7 million to reduce the carrying value of
the Host and Pinnacle businesses to fair value less cost to sell during the first quarter of fiscal year 2008.

Accounting for Derivatives
 We use interest rate swap agreements to hedge exposure to interest rate fluctuations on our variable rate debt, designating these swaps as cash flow hedges of anticipated interest payments. These hedging activities may be transacted
with one or more highly-rated institutions, reducing our exposure to credit risk in the event of nonperformance by the counter-party to the swap agreement.

The fair value of any swap agreement will be recognized on the balance sheet as an asset or liability, with the offset recorded in accumulated other comprehensive income net of income taxes. Any changes in the market value of any swaps are
adjusted to the asset or liability account and recorded net of the related income taxes in other comprehensive income, except to the extent that swap is considered ineffective. To the extent that any swap is considered ineffective, changes in market
value of such swap are recognized as a component of interest expense in the period of the change.

In February 2006, we entered into an interest rate
swap agreement effective in June 2006 and terminating in March 2009. Under the agreement, we converted an initial notional amount of $60 million of floating rate debt (currently bearing interest at LIBOR plus the currently applicable margin) to
fixed rate debt, bearing interest at 5.05% plus the applicable margin. We are currently hedging the entire remaining principal of this debt in accordance with our hedge agreement.

Earnings Per Share  Basic earnings per share excludes any dilutive effects of stock options, convertible preferred stock and accrued preferred
stock dividends potentially paid in common stock. In periods where they are anti-dilutive, such amounts are excluded from the calculation of dilutive earnings per share.

The number of shares used to calculate basic earnings per share in the consolidated statements of operations for the three and six months ended December 31, 2007 of 4,872,816 and 5,230,262, where as such amount for the
three and six months ended December 31, 2006 were 5,230,262 and 5,199,637. The basis was the weighted average number of shares outstanding for such periods.

The number of shares used to calculate diluted earnings per share in the condensed and consolidated statement of operations for the three and six months ended December 31, 2007 of 5,319,000 and 5,297,000 shares, respectively,
were calculated by adding the dilutive effects of stock based compensation programs. The effect of outstanding in-the-money stock options was calculated using the treasury stock method. All outstanding options during this period were in-the-money
and thus used in the calculation of diluted earnings per share.



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Seasonality  Our Newspaper Publishing business is generally consistent throughout the year and
does not fluctuate significantly from quarter to quarter. Included in Discontinued Operations is our Collegiate Marketing and Production Services business. Our Collegiate Marketing and Production Services business was seasonal in nature. We derived
a significant portion of our income from collegiate football and collegiate basketball.

Reclassifications Certain amounts
included in the consolidated financial statements for prior years have been reclassified from their original presentation to conform with the current year presentation. See Note 5 for discussion of discontinued operations associated with the sale of
Host and Pinnacle.

NOTE 2  TRANSACTIONS WITH AFFILIATED COMPANIES

Insurance Contract with Georgia Casualty & Surety Co.  We obtained certain workers compensation insurance coverage under an insurance contract with Georgia Casualty & Surety Co.,
which is a wholly owned subsidiary of Atlantic American Corporation, a publicly traded company in which J. Mack Robinson (significant shareholder) and certain of his affiliates have a substantial ownership interest, and a company of which Hilton H.
Howell, a member of our board of directors and Mr. Robinsons son-in-law, is an executive officer. For the three and six months ended December 31, 2007, our workers compensation insurance expense attributable to our insurance
contract with Georgia Casualty was approximately $10 and $30, respectively, and for the three and six months ended December 31, 2006, our workers compensation insurance expense attributable to our insurance contract with Georgia Casualty
was approximately $26 and $160, respectively.

NOTE 3  LONG-TERM DEBT AND LIQUIDITY

Long-term debt outstanding as of June 30, 2007 and December 31, 2007 consists of the following (amounts in thousands):



|                                     |  |              |         |                  |   |       
|------------------------------------ |  | ------------ | ------- | ---------------- | - | ------
|                                     |  | June 30,2007 |         | December 31,2007
|First lien senior term loan          |  | $            | 87,170  |                  | $ | 20,328
|Second lien senior term loan         |  |              | 30,000  |                  |   | 30,000
|First lien revolving credit facility |  |              | 7,600   |                  |   | 18,575
|                                     |  |              |         |                  |   |       
|                                     |  | $            | 124,770 |                  | $ | 68,903
|                                     |  |              |         |                  |   |       

On December 30, 2005, we entered into (i) a First Lien Senior Secured Credit Agreement and
(ii) a Second Lien Senior Secured Credit Agreement with Wachovia Bank, National Association (Wachovia), among others. The First Lien Secured Credit Agreement provides for a senior secured revolving credit facility in the aggregate
principal amount of $20 million, which matures on December 30, 2009 (which we refer to as the First Lien Revolving Credit Facility) and a senior secured term loan facility with an original aggregate principal amount of $90 million,
which matures on June 30, 2010 (which we refer to as the First Lien Term Loan Facility and, together with the First Lien Revolving Credit Facility, the First Lien Credit Facility). The Second Lien Credit Agreement
provides for a senior secured term loan facility in the aggregate principal amount of up to $30 million, which matures on December 30, 2010 (which we refer to as the Second Lien Credit Facility and, together with the First Lien
Credit Facility, collectively as the Credit Facilities). The Credit Facilities are secured by the assets of TCM and all of its subsidiaries. Proceeds of the Credit Facilities were used to fund a $40 million cash distribution to Gray in
connection with the Spin-off, refinance all of Bull Runs long-term debt in connection with the Merger, pay the cash portion of the Merger consideration, and pay transaction costs. In connection with the sale proceeds from Host, we paid
approximately $66.0 million of our First Lien Term Loan.



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On September 18, 2006, we amended the Credit Facilities in conjunction with our acquisition of Pinnacle Sports
Promotions, LLC. Pursuant to the amendments, amounts under the First Lien Revolving Credit Facility may be borrowed, repaid and reborrowed by the Company from time to time until maturity. Interest for borrowings under the First Lien Revolving Credit
Facility was based, at our option, on either (a) 2.25% per annum plus the higher of (1) the prime rate of interest announced or established by Wachovia from time to time and (2) the Federal funds rate plus 0.50% per annum
(the Base Rate) or (b) 3.25% per annum plus the applicable London Interbank Offered Rate (LIBOR) rate for Eurocurrency borrowings. Until amended on February 15, 2008, interest for borrowings under the First
Lien Term Credit Facility was based, at our option, on either (a) 2.50% per annum plus the higher of (1) the prime rate of interest announced or established by Wachovia from time to time, and (2) the Base Rate or
(b) 3.50% per annum plus the applicable LIBOR rate for Eurocurrency borrowings, subject to adjustment based on our credit ratings assigned to the Second Lien Credit Facility by Standard & Poors and Moodys. Interest for
borrowings under the Second Lien Credit Facility was based upon (a) 8.50% per annum above the Base Rate or (b) 9.50% per annum above the applicable LIBOR rate for Eurocurrency borrowings, subject to adjustment based on our credit
ratings assigned by Standard & Poors and Moodys.

Amounts drawn on the First Lien Revolving Credit Facility as of June 30, 2007
and December 31, 2007 were $7.6 million and $18.6 million, respectively. As of December 31, 2007 we had $1.1 million available under our revolving credit facility.

Our Credit Facilities contain affirmative and negative covenants and financial ratios customary for financings of this type, including, among other things, limits
on the incurrence of debt or liens, a limit on the making of dividends or distributions, provision for mandatory prepayments under certain conditions, limitations on transactions with affiliates and investments, a limit on the ratio of debt to
earnings before interest, income taxes, depreciation, and amortization, as adjusted for certain non-cash and nonrecurring items (which we refer to as EBITDA), a limit on the ratio of EBITDA to fixed charges, and a limit to the ratio of
EBITDA to all cash interest expense on all debt. The Credit Facilities contain events of default customary for facilities of this type (with customary grace periods, as applicable) and provide that, upon the occurrence of an event of default, the
interest rate on all outstanding obligations will be increased and payment of all outstanding loans may be accelerated and/or the lenders commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy
related events of default, all amounts payable under the Credit Agreements shall automatically become immediately due and payable, and the lenders commitments will automatically terminate.

On November 9, 2007, we entered into the third amendment to our Credit Facilities due, in part, to our failure to meet our financial covenants. Pursuant to
the amendments, our lenders agreed to temporarily suspend, on a retroactive basis, the requirement for us to comply with all financial covenants contained therein for the period September 30, 2007 through November 15, 2007. Subsequent to
the consummation of the Host and Pinnacle transactions, we were required to remain in compliance with our leverage covenants. We were in compliance with our covenants as of December 31, 2007, however, our forecasts indicated that we would not
be in compliance with future covenants and accordingly, we sought to further amend our covenants.

On February 15, 2008, we executed our Fourth
Amendment to the First Lien Term Loan Facility, Pursuant to these amendments, borrowings associated with Base Rate and Eurodollar advances will be charged interest at rates of 4.50% and 5.50% per annum, respectively, provided that the Base Rate
and Eurodollar Rate cannot fall below 4.00% and 3.00%, respectively. The amendments also provided for a reduction in the First Lien Leverage, Leverage, Fixed Charge Coverage, and Interest Coverage Ratios for each quarter ending through
September 30, 2009. Capital expenditures cannot exceed $500,000 for any four consecutive quarters. We currently anticipate meeting our future covenants based on our current forecasts.

On February 15, 2008, we executed our Fourth Amendment to the Second Lien Credit Facility, Pursuant to these amendments, borrowings associated with Base Rate
and Eurodollar advances will be charged interest at rates of 11.00% and 12.00% per annum, respectively, provided that the Base Rate and Eurodollar Rate cannot fall below 4.00% and 3.00%, respectively. The amendments also provided for a
reduction in the Leverage Ratio for each quarter ending through September 30, 2009. Capital expenditures cannot exceed $500,000 for any four consecutive quarters. We currently anticipate meeting our future covenants based on our current
forecasts.



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The sale of Host and Pinnacle generated $67.9 million of cash which was primarily used to pay down our First Lien
Term Loan, after paying transaction related costs. As of December 31, 2007, we had $1.1 million available under our line of credit. As of February, 13, 2008 we have $1.7 million of available borrowing capacity under our line of credit. We
expect our operating cash flow to provide adequate sources of capital to fund our working capital needs, however, we do not anticipate having adequate cash on hand to satisfy our debt obligations as they become due in 2009 and 2010. In order to meet
these obligations, the Company will be required to restructure its current credit facilities or refinance with another lender. Should we be unsuccessful in renegotiating these facilities, we will attempt to derive capital from alternate sources
which may include any of the following: public equity offering, private placement, the issuance of additional shares of preferred stock or other means not yet identified. No absolute assurance can be made that we will be successful in these efforts.

NOTE 4  INCOME TAXES

The differences between the
federal statutory tax rate of 34% and the effective tax rate of 71% and 105% for the three and six months ended December 31, 2006, respectively, and (253)% and (80)% for the three and six months ended December 31, 2007, respectively, are
principally due to nondeductible goodwill impairment associated with the sale of Host, change in the Companys valuation allowance and state income taxes, and for 2006, interest expense related to our Series B preferred stock and other
permanent differences, such as travel and entertainment expenses, which are not fully deductible for tax purposes. The effective income tax rates for the three and six months ended December 31, 2006 include an approximate $0.1 million
adjustment to state income taxes payable. We currently believe our effective income tax rate for the year ended June 30, 2008 will be approximately (80)%, excluding potential effects of changes in judgments as to the potential realization of
deferred tax assets and state income tax adjustments. Permanent differences are expected to represent a high percentage of our income before income taxes for the current fiscal year. Income before income taxes is estimated based on expected
operating performance which may vary from actual operating performance. As a result, our effective tax rate for the fiscal year may vary significantly from the effective tax rate for the three and six months ended December 31, 2007. The Company
also maintains an income tax payable primarily due to the Companys alternative minimum taxes, as well as state tax exposures.

SFAS
No. 109, Accounting for Income Taxes, (SFAS No. 109) requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized.
A review of all available positive and negative evidence was considered in judging the likelihood of realizing tax benefits. Forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as
cumulative losses in recent years. Cumulative losses are one of the most difficult pieces of negative evidence to overcome in the absence of sufficient existing orders and backlog. During the second quarter of fiscal 2008, it became evident that our
forecasts without Host and Pinnacle would not meet previously calculated projections. That, combined with recent cumulative net losses, represented sufficient negative evidence that was difficult for positive evidence to overcome under the
evaluation guidance of SFAS No. 109. As a result, we concluded that it was appropriate in the second quarter of fiscal 2008 to establish a full valuation allowance for our net deferred tax assets. The effect was to reverse the benefit of net
deferred tax assets that were generated in prior years financial statements. These tax benefits will be available, prior to the expiration of carryforwards, to reduce future income tax expense resulting from earnings or increases in deferred
tax liabilities. During the second quarter of fiscal 2008, we recorded a noncash charge of $5.8 million to provide a full valuation allowance on our net deferred tax assets.

The Company adopted the provisions of FASB Interpretation 48, Accounting for Uncertainty in Income Taxes (FIN 48), on
July 1, 2007. Previously, we had accounted for tax contingencies in accordance with SFAS 5, Accounting for Contingencies.As required by FIN 48, which clarifies SFAS 109, we recognize the financial statement benefit
of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial
statements is the largest benefit that has a greater than 50



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percent likelihood of being realized upon ultimate settlement with the relevant tax authority. We would recognize interest accrued related to unrecognized tax benefits
in interest expense and penalties in operating expenses for all periods presented.

At the adoption date, we applied FIN 48 to all tax positions
for which the statute of limitations remained open and determined there were no unrecognized tax positions for which a liability would be required as of July 1, 2007. There have been no significant changes in unrecognized tax benefits since
July 1, 2007.

NOTE 5  DISCONTINUED OPERATIONS

GrayLink, LLC

On June 15, 2007, we entered into an agreement to sell substantially all of the
assets and liabilities of our GrayLink Wireless business segment to a third party, effective June 22, 2007. Accordingly, the results of operations of the Wireless business segment for the three and six months ended December 31, 2006 have
been reclassified to discontinued operations.

Summary operating results for GrayLink, LLC are as follows (amounts in thousands):



|                                  |  |                                     |       |   |                                   |   |       |  
|--------------------------------- |  | ----------------------------------- | ----- | - | --------------------------------- | - | ----- | -
|                                  |  | Three Months EndedDecember 31, 2006 |       |   | Six Months EndedDecember 31, 2006 |  
|Operating revenues                |  | $                                   | 1,470 |   |                                   | $ | 3,060 |  
|(Loss) income before taxes        |  |                                     | (65   | ) |                                   |   | 86    |  
|Income tax benefit (expense)      |  |                                     | 26    |   |                                   |   | (34   | )
|(Loss) income, net of tax benefit |  |                                     | (39   | ) |                                   |   | 52    |  

Host Communications, Inc.; Pinnacle Sports Production, LLC

On September 28, 2007 the Company committed to a plan to sell Host and Pinnacle comprising its Collegiate Marketing and Association Management businesses.
During the first quarter ended September 30, 2007 the Company recorded a goodwill impairment charge of $23.7 million to reduce the carrying value of these businesses to fair value less cost to sell.

On November 15, 2007 the Company completed its sale of Host Pinnacle comprising its Collegiate Marketing and Association Management businesses for. The gross
sales price was $74.3 million with $67.9 received at closing and $1.4 million held in escrow subject to working capital settlement provisions and $5.0 million held in escrow subject to indemnity settlement provisions. The Company has recorded a $5.1
receivable in other long term assets, of which $0.1 relates to the working capital settlement provisions and $5.0 relates to the indemnity provisions, as management believes the probability of collecting these amounts from escrow is highly probable.

Summary operating results for Host and Pinnacle were as follows (amounts in thousands):



|                           |  |                                     |        |   |                                     |   |         |  
|-------------------------- |  | ----------------------------------- | ------ | - | ----------------------------------- | - | ------- | -
|                           |  | Three Months EndedDecember 31, 2006 |        |   | Three Months EndedDecember 31, 2007 |  
|Operating revenues         |  | $                                   | 33,615 |   |                                     | $ | 21,164  |  
|Income before taxes        |  |                                     | 3,619  |   |                                     |   | (174    | )
|Income tax expense         |  |                                     | (4,059 | ) |                                     |   | (19,612 | )
|Loss, net of tax           |  |                                     | (440   | ) |                                     |   | (19,786 | )
|                           |  |                                    
|                           |  | Six Months EndedDecember 31, 2006   |        |   | Six Months EndedDecember 31, 2007   |  
|Operating revenues         |  | $                                   | 49,148 |   |                                     | $ | 39,147  |  
|Income (loss) before taxes |  |                                     | 3,908  |   |                                     |   | (24,398 | )
|Income tax expense         |  |                                     | (4,107 | ) |                                     |   | (19,400 | )
|Income (loss), net of tax  |  |                                     | (199   | ) |                                     |   | (43,798 | )



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The assets and liabilities of discontinued operations primarily represent the assets and liabilities of Host and
Pinnacle. Included in current liabilities are accrued expenses related to the discontinued operations of Graylink of $333, and the assets and liabilities of discontinued operations at June 30, 2007 are as follows:



|                           |  |               |       
|-------------------------- |  | ------------- | ------
|                           |  | June 30, 2007
|Current assets             |  | $             | 9,805 
|Property & equipment, net  |  |               | 5,665 
|Goodwill                   |  |               | 69,329
|Definite lived intangibles |  |               | 18,264
|Other non-current assets   |  |               | 12,054
|Current liabilities        |  |               | 22,356
|Non-current liabilities    |  |               | 3,215 

The liabilities of discontinued operations at December 31, 2007 primarily consisted of $152 of accrued
expenses associated with Graylink.

NOTE 6  PREFERRED STOCK

As of December 31, 2007, 20,890 shares of our series A redeemable, convertible preferred stock (which we refer to as Series A Preferred Stock) were outstanding, having an aggregate face value of $20.9 million and a carrying value of
$17.3 million at December 31, 2007, all of which are convertible into shares of our common stock (a) at the holders option, at any time after December 30, 2006, or (b) at our option, upon a change of control or liquidation
event at a conversion price equal to a 40% premium above $16.54 per share. Each holder of the Series A Preferred Stock is entitled to receive dividends at an annual rate of $40 per share in cash or in additional shares of Series A Preferred Stock,
at our option. We currently do not anticipate that cash dividends will be paid for the foreseeable future. The liquidation and redemption price of the Series A Preferred Stock is $1,000 per share and dividends are cumulative. We have the option to
redeem the Series A Preferred Stock at any time after December 30, 2010 at the liquidation value, which includes accrued dividends, but in any case we are required to redeem all outstanding shares of Series A Preferred Stock on or prior to
August 2, 2020. As of December 31, 2007, all outstanding shares of Series A Preferred Stock were held by Mr. J Mack Robinson, who also beneficially owns approximately 10% of our outstanding common stock.

As of December 31, 2007, 6,050 shares of our series B convertible preferred stock (which we refer to as Series B Preferred Stock) were outstanding, having an
aggregate face value of $6.1 million and a carrying value of $4.6 million at December 31, 2007, all of which are convertible into shares of our common stock at our option, upon a change of control or liquidation event at a conversion price
equal to a 40% premium above $16.54 per share. The holder of the Series B Preferred Stock is entitled to receive dividends at an annual rate of $60 per share in cash or in additional shares of Series B Preferred Stock, at our option. We currently do
not anticipate that cash dividends will be paid for the foreseeable future. The liquidation and redemption price of the Series B Preferred Stock is $1,000 per share and dividends are cumulative. We have the option to redeem the Series B Preferred
Stock at any time after December 31, 2010 at the liquidation value, which includes accrued dividends, but in any case we are required to redeem all outstanding shares of Series B Preferred Stock on or prior to August 2, 2021. As of
December 31, 2007, all shares of Series B Preferred Stock were held by Mr. Robinson.



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All shares of preferred stock rank, as to payment of dividends and as to distribution of assets upon liquidation or
dissolution of our Company, on a parity with all other currently issued preferred stock and any preferred stock issued by us in the future, and senior to our currently issued common stock and common stock issued in the future. The difference between
the carrying value and face value of each series of preferred stock will be accreted using the interest method through the applicable mandatory redemption date of the series of preferred stock. Accordingly, for the three and six months ended
December 31, 2007, accretion in the amount of approximately $63 and $126 was recognized as a component of Series A Preferred Stock dividends accrued, respectively and $113 and $227 was recognized as interest expense related to Series B
Preferred Stock, respectively.

NOTE 7  OTHER COMPREHENSIVE INCOME (LOSS)

A reconciliation of net income (loss) to comprehensive income (loss) follows (amounts in thousands):



|                                                                                                          |  |                                |     |      |                              |         |      |  |   |      |   |  |   |         |  
|--------------------------------------------------------------------------------------------------------- |  | ------------------------------ | --- | ---- | ---------------------------- | ------- | ---- |  | - | ---- | - |  | - | ------- | -
|                                                                                                          |  | Three Months EndedDecember 31, |     |      | Six Months EndedDecember 31, |        
|                                                                                                          |  | 2006                           |     | 2007 |                              |         | 2006 |  |   | 2007 |  
|Net income (loss)                                                                                         |  | $                              | 689 |      | $                            | (24,734 | )    |  | $ | (56  | ) |  | $ | (50,956 | )
|Other comprehensive income (loss), change in the valuation of an interest rate swap agreement, net of tax |  |                                | 57  |      |                              | (525    | )    |  |   | (397 | ) |  |   | (843    | )
|                                                                                                          |  |                                |     |      |                              |         |      |  |   |      |   |  |   |         |  
|Comprehensive income (loss)                                                                               |  | $                              | 746 |      | $                            | (25,259 | )    |  | $ | (453 | ) |  | $ | (51,799 | )
|                                                                                                          |  |                                |     |      |                              |         |      |  |   |      |   |  |   |         |  

We entered into an interest rate swap agreement in February 2006, effective June 6, 2006, to manage our
debt profile. Changes in the value of this interest rate swap agreement, as determined by the interest rates as of the beginning and end of each reporting period, results in comprehensive income or loss during the life of the swap agreement.

NOTE 8  EMPLOYEE BENEFIT PLANS

Stock Options
and Other Equity Compensation Plans  In November 2005, we adopted our 2005 Long Term Incentive Plan, referred to as the 2005 Incentive Plan. We have reserved 1.0 million shares of our common stock under the 2005 Incentive Plan for
the issuance of stock options, restricted stock awards, stock appreciation rights and performance awards, pursuant to which certain options were granted. The terms and conditions of such awards are determined at the sole discretion of our board of
directors or a committee designated by the Board to administer the plan. We provide previously unissued shares of our common stock to a participant upon a participants exercise of vested options. Of the 1.0 million shares authorized,
approximately 0.3 million shares are available for future grants as of December 31, 2007.

Effective January 1, 2006, we account for
stock-based compensation under SFAS No. 123(R), Share-Based Payment, a revision of SFAS No. 123, Accounting for Stock-Based Compensation and superseding APB Opinion No. 25, Accounting for Stock Issued to
Employees. which requires us to expense the fair value of grants made under the stock option program over the vesting period of each individual option agreement. Awards that are granted after the effective date of SFAS No. 123(R) are
valued and non-cash share-based compensation expense is recognized in the consolidated statements of operations in accordance with SFAS No. 123(R). No non-vested awards were granted before the effective date of SFAS
No. 123(R). We recognize non-cash share-based compensation expense ratably over the requisite service period which generally equals the vesting period of options, adjusted for expected forfeitures.



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In accordance with SFAS 123(R), we recognized non-cash share-based compensation expenses as follows (amounts in
thousands):



|                                          |  |                                     |     |                                   |   |    
|----------------------------------------- |  | ----------------------------------- | --- | --------------------------------- | - | ---
|                                          |  | Three MonthsEndedDecember 31,2007   |     | Six MonthsEndedDecember 31,2007  
|Non-Cash Share-Based Compensation Expense |  |                                     |     |                                   |   |    
|Stock Options                             |  | $                                   | 117 |                                   | $ | 180
|Restricted Stock                          |  |                                     | 106 |                                   |   | 211
|                                          |  |                                     |     |                                   |   |    
|Non-Cash Stock Compensation Expense       |  | $                                   | 223 |                                   | $ | 391
|                                          |  |                                     |     |                                   |   |    
|                                          |  |                                    
|                                          |  | Three Months EndedDecember 31, 2006 |     | Six Months EndedDecember 31, 2006
|Non-Cash Share-Based Compensation Expense |  |                                     |     |                                   |   |    
|Stock Options                             |  | $                                   | 92  |                                   | $ | 186
|Restricted Stock                          |  |                                     | 14  |                                   |   | 27 
|                                          |  |                                     |     |                                   |   |    
|Non-Cash Stock Compensation Expense       |  | $                                   | 106 |                                   | $ | 213
|                                          |  |                                     |     |                                   |   |    

The non-cash share-based compensation expenses were based on the fair values of the stock options and
restricted stock. For the three and six months ended December 31, 2007, the expense was included in the unaudited consolidated statements of operations as corporate and administrative expenses. These expenses exclude restricted stock charges
recorded in discontinued operations. See below for further disclosure.

We value stock options using the Black-Scholes option-pricing model, which
was developed for use in estimating the fair value of traded options that are fully transferable and have no vesting restrictions. In determining the expected term, we separate groups of employees that have historically exhibited similar
behavior with regard to option exercises and post-vesting cancellations. The option-pricing model requires the input of highly subjective assumptions, such as those listed below. The volatility rates are based on historical stock prices.
The expected life of options granted are based on historical data, which, as of December 31, 2007 is a partial option life cycle, adjusted for the remaining option life cycle by assuming ratable exercise of any unexercised vested options over
the remaining term. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The total expense to be recorded in future periods will depend on several variables, including the number of share-based
awards.

The fair values of options granted were estimated on the date of grant using the following assumptions:



|           |  |                                   |   |  |                     |  |                       |   |  |                       |  
|---------- |  | --------------------------------- | - |  | ------------------- |  | --------------------- | - |  | --------------------- | -
|Grant Date |  | WeightedAverageExpectedVolatility |   |  | ExpectedLife(Years) |  | ExpectedDividendYield |   |  | Risk-FreeInterestRate |  
|4/27/2006  |  | 33.6                              | % |  | 5.75                |  | 0                     | % |  | 4.79                  | %
|11/29/2006 |  | 33.6                              | % |  | 5.75                |  | 0                     | % |  | 4.51                  | %

The strike price of options granted April 27, 2006 and November 29, 2006 were $5.43 and $6.90,
respectively. The weighted-average grant date fair value of options granted April 27, 2006 and November 29, 2006 were $2.25 and $2.79 per share, respectively. Shares granted April 27, 2006 vest 33% annually as of each June 30
from June 30, 2007 through 2009. Shares granted November 29, 2006 vest 33% annually as of each November 29 from November 29, 2007 through 2009. As of December 31, 2007, there was approximately $0.1 million in non-cash
share-based compensation cost related to non-vested awards not yet recognized in our consolidated statements of operations. This cost is expected to be recognized over a weighted-average period of 1.1 years. For the three months ending
December 31, 2007, 119,680 shares were forfeited, and no options were exercised.

As a result of the Merger and the resulting exchange of
options to purchase Bull Run common stock for options to purchase shares of our common stock, certain of our employees hold options to acquire shares of our common stock at exercise prices ranging from $40.14 to $1,513.85 per share. All of these
options were fully vested as of the date of the Merger. As of December 31, 2007, options for 4,057 shares were outstanding, having a weighted average exercise price of $446.58 per share and a weighted average remaining life of 3.9 years. During
the three and six months ended December 31, 2007, options for 169 and 0 shares, respectively, were forfeited having weighted average exercise prices of $164.67 per share.



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In connection with the grant of restricted stock, the fair market value of our common stock on the date the awards
were granted, net of expected forfeitures, represents unrecognized deferred share-based compensation, which is being amortized on a straight-line basis over the probable vesting periods of the underlying awards. In February 2006, each of the seven
members of our board of directors received an award of 5,000 shares of our common stock, subject to a vesting schedule whereby 1,000 shares vest annually as of each December 31 from December 31, 2006 through 2010. On February 21,
2007, pursuant to an employment agreement with our Chief Executive Officer, 120,000 shares of restricted stock were granted to Thomas J. Stultz subject to a vesting schedule whereby 30,000 shares vest annually as of each February 21 from
February 21, 2008 through 2011 and 55,000 shares of restricted stock were granted on July 1, 2007 which will vest on February 21, 2012. On November 15, 2007 the Company and Tom Stultz entered into a severance and consulting
agreement. Accordingly, the Company recorded a $1.3 million charge to discontinued operations to account for the accelerated vesting of the restricted stock previously granted. This agreement also contained other provisions in which the Company has
recognized a current period expense in the statement of operations, namely cash compensation in the amount of $0.6 million of which $0.5 million remains unpaid and accrued at December 31, 2007. The accrual amount will be paid on a bi-weekly
basis through September 2008. As of December 31, 2007, $0.1 million of share based compensation expense related to restricted stock remains to be amortized. This remaining cost is expected to be recognized over a weighted average period of 3.4
years.

Employee Benefit Plans  Effective January 1, 2006, we began providing retirement benefits to substantially all of
our employees with one or more years of service, in the form of a plan referred to as the TCM 401k Plan, intended to meet the requirements of section 401(k) of the Internal Revenue Code of 1986. Under the TCM 401k Plan, our employees may contribute
up to the maximum allowable under federal law, and the Company will match up to 50% of the first 6% contributed by the employee, in the form of contributions of our common stock.

Total contributions under the TCM 401k Plan following the Spin-off, recorded by us as a non-cash expense, totaled approximately $0.1 million and $0.2 million for
the three and six months ended December 31, 2007.

NOTE 9  COMMITMENTS AND CONTINGENCIES

Legal Matters  We are subject to legal proceedings and claims that arise in the normal course of business. In our opinion, the amount of
ultimate liability, if any, with respect to these actions will not materially affect our financial position or results of operations.

Indemnification  Pursuant to various agreements facilitating the Spin-off, we agreed to indemnify Gray in certain circumstances for potential tax liabilities imposed upon Gray due to any action or inaction by us that
causes the Spin-off to not qualify as a tax free transaction to Gray and/or to Grays shareholders. In our opinion, the amount of ultimate liability, if any, with respect to this indemnification will not materially affect our financial position
or results of operations.

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Overview

All references to we, us, or our refer to the consolidated businesses. For information related to the
Spin-Off and Merger, refer to Note 1 to the condensed and consolidated financial statements contained in Item 1 of this Quarterly Report on Form 10-Q.

Following the consummation of the Merger on December 30, 2005, we were comprised of the Newspaper Publishing and Wireless segments formerly owned and operated by Gray, plus the Collegiate Marketing and Production Services segment and
Association Management Services segment acquired in the Merger, both of which are operated by a wholly owned subsidiary, Host Communications, Inc., or Host.

We derive revenue from our Newspaper Publishing operations primarily from three sources: retail advertising, circulation and classified advertising.



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Our Newspaper Publishing operations advertising contracts are generally entered into annually and provide for
a commitment as to the volume of advertising to be purchased by an advertiser during the year. Our newspaper publishing operations advertising revenues are primarily generated from local advertising and are generally highest in the second and
fourth calendar quarters of each year due to the Easter, Thanksgiving and Christmas holidays.

We sold our Wireless business, operated as GrayLink,
LLC, on June 22, 2007. In addition, we sold Host and Pinnacle Sports Productions, LLC, or Pinnacle, on November 15, 2007 comprising our Collegiate Marketing and Association Management businesses. Accordingly, we have reclassified the
results of operations and financial position of these segments to discontinued operations in this Form 10-Q.

Industry-wide, newspaper
subscriber circulation levels have been slowly declining. From December 31, 2006 to December 31, 2007, our aggregate daily circulation has declined approximately 5.6%.

Our Newspaper Publishing operations primary operating expenses are employee compensation, related benefits and newsprint costs. Our Newspaper Publishing
operations have experienced significant variability in its newsprint costs in recent years. Historically, for the newspaper publishing industry, the price of newsprint has been cyclical and volatile. The industry average price for the three and six
months ended December 31, 2007 was $568 and $669 per metric ton, respectively. Prices fluctuate based on factors that include both foreign and domestic production capacity and consumption. Price fluctuations can have a significant effect on our
results of operations. We seek to manage the effects of increases in prices of newsprint through a combination of technology improvements, page width and page count reductions, inventory management and advertising and circulation price increases. In
addition, newspaper production costs are variable based on circulation and advertising volumes.

Amounts are in thousands, except share and per share
data.

Revenues

Set forth below are
the principal types of revenues derived by our operations for the three and six months ended December 31, 2006 and 2007 and the percentage contribution of each to our total revenues (dollars in thousands):



|               |  |                                 |        |   |                               |   |        |      |        |  |       |        |  |   |        |  |        |   |   |   |        |  |       |  
|-------------- |  | ------------------------------- | ------ | - | ----------------------------- | - | ------ | ---- | ------ |  | ----- | ------ |  | - | ------ |  | ------ | - | - | - | ------ |  | ----- | -
|               |  | Three Months Ended December 31, |        |   | Six Months Ended December 31, |  
|               |  | 2006                            |        |   | 2007                          |   |        | 2006 |        |  | 2007  |       
|               |  | Amount                          |        | % |                               |   | Amount |      | %      |  |       | Amount |  | % |        |  | Amount |   | % |  
|Publishing:    |  |                                 |        |   |                               |   |        |      |        |  |       |        |  |   |        |  |        |   |   |   |        |  |       |  
|Retail         |  | $                               | 7,696  |   | 59.1                          | % |        | $    | 7,167  |  | 57.5  | %      |  | $ | 13,942 |  | 55.8   | % |   | $ | 13,411 |  | 54.9  | %
|Classifieds    |  |                                 | 3,831  |   | 29.4                          | % |        |      | 3,710  |  | 29.7  | %      |  |   | 8,108  |  | 32.4   | % |   |   | 7,842  |  | 32.1  | %
|Circulation    |  |                                 | 1,087  |   | 8.4                           | % |        |      | 1,213  |  | 9.7   | %      |  |   | 2,185  |  | 8.7    | % |   |   | 2,415  |  | 9.9   | %
|Other          |  |                                 | 401    |   | 3.1                           | % |        |      | 393    |  | 3.1   | %      |  |   | 765    |  | 3.1    | % |   |   | 773    |  | 3.1   | %
|               |  |                                 |        |   |                               |   |        |      |        |  |       |        |  |   |        |  |        |   |   |   |        |  |       |  
|Total Revenues |  | $                               | 13,015 |   | 100.0                         | % |        | $    | 12,483 |  | 100.0 | %      |  | $ | 25,000 |  | 100.0  | % |   | $ | 24,441 |  | 100.0 | %
|               |  |                                 |        |   |                               |   |        |      |        |  |       |        |  |   |        |  |        |   |   |   |        |  |       |  

Results of Operations

Three and Six Months Ended December 31, 2007 compared to Three and Six Months Ended December 31, 2006

The following
analysis of our financial condition and results of operations should be read in conjunction with our financial statements for the three and six months ended December 31, 2006 and 2007, which are contained herein.

Revenues. Total revenues for the three months ended December 31, 2007 decreased from approximately $13.0 million for the three months ended
December 31, 2006 to approximately $12.5 million. For the six months ended December 31, 2007, total revenues decreased to $24.4 million from $25 million for the six months ended December 31, 2006. Decreases for both the three and six
month periods can be attributed to four areas of advertising. Retail spending has been decreased and in some cases completely cut by several major advertisers resulting in a decrease of 5% for the six-month period ended December 31, 2007. The
real estate and automotive sectors have significantly cut their advertising spending (24% and



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29%, respectively). Help wanted advertising has also decreased 18%. The decreases were partially offset by an increase in legal
advertising (36%) due to the continued increase in home foreclosures. Such differences have been primarily attributable to the current nationwide economic conditions.

Operating expenses. Operating expenses for the three months ended December 31, 2007 decreased from approximately $8.8 million for the three months
ended December 31, 2006 to approximately $8.4 million. For the six months ended December 31, 2007, operating expense decreased to approximately $17.0 million from $17.4 million for the six months ended December 31, 2006.

Newsprint expenses decreased 31% to approximately $1.1 million for the three months ended December 31, 2007 and 25% to approximately $2.4 million for the
six months ended December 31, 2007. Total usage was approximately 2,500 and 2,250 metric tons for the three months ended December 31, 2006 and 2007, respectively, and 5,300 and 4,800 metric tons for the six months ended December 31,
2006 and 2007, respectively. Our average cost of newsprint has declined from $645 per metric ton used during the three months ended December 31, 2006 to $523 per metric ton used during the three months ended December 31, 2007. The decrease
in tonnage is primarily attributable to the decrease in advertising revenue.

Newspaper Publishing payroll expenses decreased 5% and 2% to
approximately $3.8 million and $7.6 million for the three and six months ended December 31, 2007, respectively, compared to the comparable periods in the prior year, primarily due to reduced compensation due to reduced personnel. We also
approved bonuses in 2006 when we transitioned from a calendar year to a fiscal year.

Newspaper Publishing transportation service costs, which are
primarily outsourced, increased 8% and 18% to approximately $1.3 million and $2.7 million in the three and six months ended December 31, 2007, respectively, compared to approximately $1.2 million and $2.3 million for the three and six months
ended December 31, 2006, respectively. The increase is primarily due to a change in the circulation pay process at the Albany Herald. Prior to January 2007 Albany carriers purchased papers for delivery at a wholesale rate from the Herald,
resulting in lower revenue and expense recognition. Subsequently, the paper now recognizes a retail rate in revenue and expense based on a rate per number of papers delivered. It also reflects general increases in fuel costs, which resulted in
higher rates paid to independent contractors.

Corporate and administrative expenses for the three months ended December 31, 2007 were
approximately $1.2 million compared to $1.3 million for the comparable period last year. The reduction was primarily due to reduction in staffing and general corporate expenses in connection with the sale of Host. For the six months ended
December 31, 2007 corporate and administrative expenses were $2.5 million compared to expenses for the six months ended December 31, 2006 of approximately $2.4 million. This increase was due primarily to an increase in non-cash share-based
compensation and corporate legal fees partially offset by the reduction in corporate staffing and expenses in connection with the sale of Host.

Depreciation of property and equipment totaled approximately $0.3 million and $0.6 million for the three and six months ended December 31, 2007, respectively, compared to approximately $0.3 million and $0.6 million for the three and
six months ended December 31, 2006, respectively.

Amortization expense in connection with definite-lived intangible assets was approximately
$0.1 million and $0.3 million during the three and six months ended December 31, 2007, respectively, and approximately $0.1 million and $0.3 million during the three and six months ended December 31, 2006, respectively.

Interest expense. Interest expense for the three and six months ended December 31, 2007 was approximately $3.1 million and $6.7 million, respectively.
Interest expense incurred in connection with our Credit Facilities was approximately $3.4 million and $6.7 million for the three and six months ended December 31, 2006, respectively. Interest expense related to our Series B preferred stock, a
noncash expense, was approximately $0.1 million and $0.2 million for same periods, respectively.

Debt issue cost amortization. Amortization
of costs incurred in connection with our Credit Facilities (as defined herein) were approximately $0.3 million and $0.6 million for the three and six months ended December 31, 2007, respectively, compared to $0.3 million and $0.6 million for
the three and six months ended December 31, 2006, respectively. Such costs are being amortized over four years.



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Income tax expense. For the three and six months ended December 31, 2007, income tax expense was
approximately $2.6 million. The effective tax rate was approximately (253%) and (80%) for the three and six months ended December 31, 2007, respectively. Income tax benefit was approximately $2,372 and $3,018 for the three and six
months ended December 31, 2006, respectively. The effective tax rate for the three and six months ended December 31, 2006 was approximately 71% and 105%, respectively. We currently believe our effective income tax rate for the year ending
June 30, 2008, or fiscal 2008, will be approximately (80)%, excluding potential effects of changes in judgments as to the potential realization of deferred tax assets and state income tax adjustments. Income before income taxes is estimated
based on expected operating performance which may vary from actual operating performance. As a result, our effective tax rate for our fiscal year may vary significantly from the effective tax rate for the three and six months ended December 31,
2007.

This negative effective tax rate was caused predominantly by the sale of Host and Pinnacle, which was accounted for as a loss for GAAP
accounting purposes but a gain for tax purposes. The main component of this difference was related to goodwill at Host and Pinnacle, which had a book basis for GAAP but no tax basis. Another significant factor contributing to the negative
tax rate this quarter was the increase in the valuation allowance of $5.8 million to fully reserve our net deferred tax assets.

SFAS No. 109, Accounting for Income Taxes, requires that a valuation allowance be
established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence was considered in judging the likelihood of realizing tax benefits.
Forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years. Cumulative losses are one of the most difficult pieces of negative evidence to overcome in the
absence of sufficient existing orders and backlog. During the second quarter of fiscal 2008, it became evident that our forecasts without Host and Pinnacle would not meet previously calculated projections. That, combined with recent cumulative net
losses, represented sufficient negative evidence that was difficult for positive evidence to overcome under the evaluation guidance of SFAS No. 109. As a result, we concluded that was appropriate in the second quarter of fiscal 2008 to
establish a full valuation allowance for our net deferred tax assets. The effect was to reverse the benefit of net deferred tax assets that were generated in prior years. These tax benefits will be available, prior to the expiration of
carryforwards, to reduce future income tax expense resulting from earnings or increases in deferred tax liabilities. During the 2ndquarter of fiscal 2008, we recorded
a noncash charge of $5.8 million to provide a full valuation allowance on our net deferred tax assets.

Net loss available to common shareholders.Our net loss available to common shareholders of approximately $51.5 million for the six months ended December 31, 2007 reflects the loss incurred in the sale of Host and Pinnacle, and the valuation allowance associated with deferred tax
assets.

Liquidity and Capital Resources

General

The following tables present data that we believe is helpful in evaluating our liquidity and capital resources (amounts in thousands):



|                                                       |  |                              |        |   |      |   |         |  
|------------------------------------------------------ |  | ---------------------------- | ------ | - | ---- | - | ------- | -
|                                                       |  | Six Months EndedDecember 31, |       
|                                                       |  | 2006                         |        |   | 2007 |  
|Net cash provided by continuing operations             |  | $                            | 2,449  |   |      | $ | 10,016  |  
|Net cash used in discontinued operations               |  |                              | (4,613 | ) |      |   | (21,243 | )
|Net cash (used in) provided by operating activities    |  |                              | (2,164 | ) |      |   | (11,227 | )
|Net cash used in continuing operations                 |  |                              | (358   | ) |      |   | (42     | )
|Net cash (used in) provided by discontinued operations |  |                              | (6,433 | ) |      |   | 67,152  |  
|Net cash (used in) provided by investing activities    |  |                              | (6,791 | ) |      |   | 67,110  |  
|Net cash provided by continuing operations             |  |                              | 9,648  |   |      |   | (55,868 | )
|Net cash used in discontinued operations               |  |                              | 0      |   |      |   | 0       |  
|Net cash provided by (used in) financing activities    |  |                              | 9,648  |   |      |   | (55,868 | )
|                                                       |  |                              |        |   |      |   |         |  
|Net increase in cash and cash equivalents              |  | $                            | 693    |   |      | $ | 15      |  
|                                                       |  |                              |        |   |      |   |         |  



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|                                          |  |              |         |                  |   |       
|----------------------------------------- |  | ------------ | ------- | ---------------- | - | ------
|                                          |  | June 30,2007 |         | December 31,2007
|Cash and cash equivalents                 |  | $            | 166     |                  | $ | 181   
|Long-term debt, including current portion |  | $            | 124,770 |                  | $ | 68,903

Six Months Ended December 31, 2007 compared to Six Months Ended December 31, 2006

Net cash used in operating activities decreased approximately $9.1 million, compared to approximately $2.2 million, primarily due to the goodwill
impairment charge associated with the sale of Host and Pinnacle, offset by the valuation allowance associated with the deferred tax assets. Other receivables increased $5.1 million due to the escrow amount associated with the sale of Host and
Pinnacle, and the Company incurred income taxes payable and accrued interest of $2.6 million and $1.4 million for the six months ended December 31, 2007.

Net cash provided by investing activities increased approximately $73.9 million, compared to $6.8 million primarily due to the sale proceeds from Host and Pinnacle.

Net cash used in financing activities decreased approximately $65.5 million due to $66.0 million paid on the First Senior Term Loan (as defined herein), partially
offset by net borrowings on the revolving line of credit of $10.1 million. See Note 3 to the condensed and consolidated financial statements of this quarterly report on Form 10-Q for further discussions.

Off-Balance Sheet Arrangements

We have various
operating lease commitments for equipment and real estate used for office space and production facilities.

We may use interest rate swap agreements
to convert some of our variable rate debt to a fixed rate basis, thus hedging against interest rate fluctuations. These hedging activities may be transacted with one or more highly rated institutions, reducing the exposure to credit risk in the
event of nonperformance by the counterparty to the swap agreement. In February 2006, we entered into an interest rate swap agreement effective in June 2006 and terminating in March 2009. Under the agreement, we have converted a notional amount of
$60 million of floating rate debt (currently bearing interest at LIBOR plus the currently applicable margin of 3.50%) to fixed rate debt, bearing interest at 5.05% plus the applicable margin.



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Contractual Obligations as of December 31, 2007(amounts in thousands):



|                                |  |                       |        |       |   |          |  |          |        |                  |   |     |  |   |    
|------------------------------- |  | --------------------- | ------ | ----- | - | -------- |  | -------- | ------ | ---------------- | - | --- |  | - | ---
|(Dollars in thousands)          |  | Payment Due by Period
|Contractual Obligations         |  | Total                 |        | Year1 |   | Years2-3 |  | Years4-5 |        | More Than5 Years
|Long-term debt obligations      |  | $                     | 68,903 |       | $ | 18,575   |  | $        | 50,328 |                  | $ |    |  | $ |   
|Interest obligations (1)        |  |                       | 23,456 |       |   | 7,834    |  |          | 15,622 |                  |   |    |  |   |   
|Operating lease obligations (2) |  |                       | 1,956  |       |   | 243      |  |          | 722    |                  |   | 611 |  |   | 380
|                                |  |                       |        |       |   |          |  |          |        |                  |   |     |  |   |    
|                                |  | $                     | 94,315 |       | $ | 26,652   |  | $        | 66,672 |                  | $ | 611 |  | $ | 380
|                                |  |                       |        |       |   |          |  |          |        |                  |   |     |  |   |    



|(1) | Interest obligations assume the LIBOR rate in effect as of December 31, 2007, 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 $2.0 million as of December 31, 2007.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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 2019.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dividends on Series A Preferred Stock and Series B Preferred Stock are payable annually at an annual
rate of $40 and $60 per share, respectively, in cash or issuance of the respective preferred stock, at our option. If we were to fund dividends accruing during the twelve months ending December 31, 2007 in cash, the total obligation would be
approximately $1.2 million based on the number of shares of Series A and Series B Preferred Stock outstanding as of December 31, 2007.

We
currently anticipate that the cash requirements for capital expenditures, operating lease commitments and working capital with respect to the Newspaper Publishing business over the next few years will be generally consistent, in the aggregate, with
historical levels and would likely be funded from cash provided by operating activities. In the aggregate, total capital expenditures are not expected to exceed $0.5 million for the twelve months ending December 31, 2008.

On December 30, 2005, we entered into a senior secured credit facility, with Wachovia Bank, National Association (Wachovia), among others, for debt
financing in an aggregate principal amount of up to $140 million, consisting of a 4-year $20 million revolving credit facility (the First Lien Revolving Credit Facility), a 4.5-year $90 million first lien term loan (the First Lien
Term Loan Facility and, together with the First Lien Revolving Credit Facility, the First Lien Credit Facility) and a 5-year $30 million second lien term loan (the Second Lien Credit Facility and, together with the
First Lien Credit Facility, the Credit Facilities). The interest rate is based on the bank lenders base rate (generally reflecting the lenders prime rate) or LIBOR plus in each case a specified margin, and for revolving and
First Lien Term Loan Facility advances, the margin is based upon our debt leverage ratio as defined in the agreement. On September 18, 2006, we amended the Credit Facilities in conjunction with our acquisition of Pinnacle. Pursuant to the amendment,
amounts under the First Lien Revolving Credit Facility may be borrowed, repaid and reborrowed by us from time to time until maturity. Interest for borrowings under the First Lien Revolving Credit Facility was based, at our option, on either (a)
2.25% per annum plus the higher of (1) the prime rate of interest announced or established by Wachovia from time to time and (2) the Federal funds rate plus 0.50% per annum (the Base Rate) or until amended on February 15, 2008 (b) 3.25%
per annum plus the applicable London Interbank Offered Rate (LIBOR) rate for Eurocurrency borrowings. Until amended on February 15, 2008 interest for borrowings under the First Lien Term Credit Facility was based, at our option, on
either (a) 2.50% per annum plus the higher of (1) the prime rate of interest announced or established by Wachovia from time to time, and (2) the Federal funds rate plus 0.50% per annum (the Base Rate) or (b) 3.25% per annum plus the
applicable LIBOR rate for Eurocurrency borrowings. Interest for borrowings under the Second Lien Credit Facility was based upon (a) 8.50% per annum above the Base Rate or (b) 9.50% per annum above the applicable LIBOR rate for



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Eurocurrency borrowings, subject to adjustment based on our credit ratings assigned by Standards & Poors and Moodys.
As of December 31, 2007, the interest rates on the First Lien Term Loan Facility and the Second Lien Term Loan Facility, were approximately 8.4% and 14.4%, respectively.

The credit facility is collateralized by substantially all of our assets. The agreement contains certain restrictive provisions which include, but are not limited
to (a) requiring us to maintain certain financial ratios and (b) limit our ability to (i) incur additional indebtedness; (ii) make certain acquisitions or investments; (iii) sell assets; or (iv) make other restricted
payments, including dividends, as defined in the agreement.

With the consummation of the Merger and the refinancing on February 15, 2008, the
cash required to service the anticipated debt described above increased substantially. The First Lien Term Loan Facility requires amortization of $0.3 million per quarter. We expect future amortization to increase as a result of the $0.5 incurred
refinancing the credit facility on February 15, 2008. We are currently analyzing the effects this amendment will have on our capitalized debt costs. Aggregate interest expense on the First Lien Term Loan Facility and the Second Lien Term Loan
Facility is currently anticipated to initially be approximately $7.0 million to $8.0 million per year. The cash required to service the debt is currently expected to be funded from cash generated by operating activities. We have access to the $20
million First Lien Revolving Credit Facility to support cash liquidity needs, subject to debt leverage ratio requirements tested as of the end of each quarterly period. At December 31, 2007, our term loans were fully funded and $18.9 million
was borrowed under the revolving credit facility, of which there was $1.1 available under the revolving credit facilities. At present time, we do not anticipate that operating cash flows will be sufficient to pay the remaining term facilities, as
they become due in 2009 and 2010. See further discussion in Working Capital and Liquidity below.

On November 9, 2007, we entered into the third
amendment to our Credit Facilities due, in part, to our failure to meet our financial covenants. Pursuant to the amendments, our lenders agreed to temporarily suspend, on a retroactive basis, the requirement for us to comply with all financial
covenants contained therein for the period September 30, 2007 through November 15, 2007. Subsequent to the consummation of the Host and Pinnacle transactions, we were required to remain in compliance with our leverage covenants. We were in
compliance with our covenants as of December 31, 2007, however, our forecasts indicated that we would not be in compliance with future covenants and accordingly, we sought to further amend our covenants.

On February 15, 2008, we executed our Fourth Amendment to the First Lien Term Loan Facility, Pursuant to these amendments, borrowings associated with Base
Rate and Eurodollar advances will be charged interest at rates of 4.50% and 5.50% per annum, respectively, provided that the Base Rate and Eurodollar Rate cannot fall below 4.00% and 3.00%, respectively. The amendments also provided for a
reduction in the First Lien Leverage, Leverage, Fixed Charge Coverage, and Interest Coverage Ratios for each quarter ending through September 30, 2009. Capital expenditures cannot exceed $500,000 for any four consecutive quarters. We currently
anticipate meeting our future covenants based on our current forecasts.

On February 15, 2008, we executed our Fourth Amendment to the Second
Lien Credit Facility, Pursuant to these amendments, borrowings associated with Base Rate and Eurodollar advances will be charged interest at rates of 11.00% and 12.00% per annum, respectively, provided that the Base Rate and Eurodollar Rate
cannot fall below 4.00% and 3.00%, respectively. The amendments also provide for a reduction in the Leverage Ratio for each quarter ending through September 30, 2009. Capital expenditures cannot exceed $500,000 for any four consecutive
quarters. We currently anticipate meeting our future covenants based on our current forecasts.

Working Capital and Liquidity

As of December 31, 2007, the deficit in working capital of approximately $21.0 million is approximately $102.9 million lower than the
working capital of approximately $81.9 million as of June 30, 2007. The decrease is primarily due to the reduction of net current assets as a result of the sale of Graylink and Host and Pinnacle along with the remaining payment terms of our
debt instruments. While our balance sheet



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indicates we have negative working capital of $21.0 million, approximately $18.6 million of the deficit relates to the line of credit. This is classified as current
due to its subjective acceleration clause; however, at this time we do not expect we will need to settle this liability until its maturity in 2009. Furthermore, our interest rate hedge liability in the amount of $0.8 million is not reasonably
expected to be settled within the next year. Thus, we expect our operating cash flow to provide adequate sources of capital to fund our working capital needs. However, we do not anticipate having adequate cash on hand to satisfy our debt obligations
as they become due in 2009 and 2010. In order to meet these obligations, we will be required to restructure our credit facilities or refinance with another lender. Should we be unsuccessful in renegotiating these facilities, we will need to derive
capital from alternate sources which may include any of the following: public equity offering, private placement, the issuance of additional shares or preferred stock or other means not yet identified. No absolute assurances can be made that we will
be successful in these efforts.

We entered into the fourth amendment to our credit facilities in 2007 to ensure our future compliance with
covenants. We expect the fees for this amendment to be $500,000 which will adversely affect our working capital situation in the third quarter. As disclosed above, the amendment increased our interest rates, provided further limits on capital
expenditures and reset our covenant compliance thresholds to better match our projected forecasts and budgets. The amendment did not change the maturity dates of our credit facility.

Certain Relationships

Insurance Contract with Georgia Casualty & Surety Co.  We obtained
certain workers compensation insurance coverage under an insurance contract with Georgia Casualty & Surety Co., which is a wholly owned subsidiary of Atlantic American Corporation, a publicly traded company in which J. Mack Robinson
(a significant shareholder of our Company) and certain of his affiliates have a substantial ownership interest, and a company of which Hilton H. Howell, a member of our board of directors and Mr. Robinsons son-in-law, is an executive
officer. For the three and six months ended December 31, 2007, our workers compensation insurance expense attributable to our insurance contract with Georgia Casualty was approximately $10 and $30 respectively.

Critical Accounting Policies

The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America requires management to make judgments and estimations that affect the amounts reported in the financial statements and accompanying notes. Actual results could
differ from those estimates. We consider the following accounting policies to be critical policies that require judgments or estimates in their application where variances in those judgments or estimates could make a significant difference to future
reported results.

Revenue Recognition

Newspaper Publishing revenue is generated primarily from circulation and advertising revenue. Advertising revenue is billed to the customer and recognized when the advertisement is published. We bill our customers in advance for newspaper
subscriptions and the related revenues are recognized over the period the service is provided on a straight-line basis.

The allowance for doubtful
accounts represents our best estimate of the accounts receivable that will be ultimately collected, based on, among other things, historical collection experience, a review of the current aging status of customer receivables, and a review of
specific information for those customers that are deemed to be higher risk. We evaluate the adequacy of the allowance for doubtful accounts on at least a quarterly basis. Unfavorable changes in economic conditions might impact the amounts ultimately
collected from advertisers and corporate sponsors and therefore may result in an inadequate allowance.



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Valuation and Impairment Testing of Intangible Assets

In accordance with Statement of Financial Accounting Standards, (SFAS) No. 142, Goodwill and Other Intangible Assets (SFAS
142), we do not amortize goodwill and certain intangible assets with indefinite useful lives. Instead, SFAS 142 requires that we review goodwill and intangible assets deemed to have indefinite useful lives on at least an annual basis. We
perform our annual impairment review during the fourth quarter of each fiscal year or whenever events or changes in circumstances indicate that such assets might be impaired.

Intangible assets are comprised of goodwill that is required to be considered an indefinite-lived asset. Other separately identified definite-lived intangible
assets include customer relationships, trademarks and tradenames. These assets are being amortized over their estimated useful lives. Customer relationships are amortized using the straight-line method over a period of 5 to 15 years, based on the
estimated future economic benefit. Trademarks and tradenames are being amortized over 6 and 15 years, respectively, using a straight-line method, which approximates the estimated future economic benefit. For the three and six months ended
December 31, 2007, we recorded amortization expense of $0.1 million and $0.3 million, respectively, in connection with our definite-lived intangible assets.

The impairment analysis is based on our estimates of the net present value of future cash flows derived from each reporting unit in order to determine the estimated market value. The determination of estimated market value
requires significant management judgment including estimating operating cash flow to be derived in each reporting unit for several years, changes in working capital, capital expenditures and the selection of an appropriate discount rate. A future
reduction in the estimated net present value of future cash flows derived from an affected reporting unit could result in an impairment charge, Factors potentially leading to a reduction of the estimated net present value of future cash flows could
include (i) the loss of a significant customer or contract, (ii) significantly less favorable terms of new contracts and contract renewals, and (iii) prolonged economic downturns affecting advertising spending.

For purposes of testing goodwill impairment, each of the Gwinnett Daily Post, Rockdale/Newton Citizen, and the Jonesboro Group are each considered a separate
reporting unit. There is no recorded goodwill associated with the Albany Herald.

We recorded a goodwill impairment charge of $23.7 million to reduce
the carrying value of the Host and Pinnacle businesses to fair value less cost to sell during the first quarter of fiscal year 2008.

We review each
reporting unit for possible goodwill impairment by comparing the estimated market value of each respective reporting unit to the carrying value of that reporting units net assets. If the estimated market values exceed the net assets, no
goodwill impairment is deemed to exist. If the fair value of the reporting unit does not exceed the carrying value of that reporting units net assets, goodwill impairment is deemed to exist. We then perform, on a notional basis, a purchase
price allocation applying the guidance of SFAS No. 141, Business Combinations (SFAS 141) by allocating the reporting units fair value to the fair value of all tangible and identifiable intangible assets residual
fair value representing the implied fair value of goodwill of that reporting unit. The carrying value of goodwill for the reporting unit is written down to this implied value.

Goodwill and intangibles, net of accumulated amortization, were approximately $25.4 million as of June 30, 2007 and $25.1 million as of December 31,
2007, of which, goodwill was approximately $18.4 million as of each date, respectively. The carrying value of goodwill and acquired intangibles, net of accumulated amortization, represented approximately 53% of our total assets as of
December 31, 2007.

Deferred Income Taxes

Deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on certain
deferred tax assets if it is more likely than not that some or all of these deferred tax assets will not be realized. We do not anticipate that all of our available net operating loss carryforward amounts for tax purposes obtained in the Merger will
ultimately be realized, due to their expiration or other limitations on



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utilization. As a result, as of December 31, 2007, we have recognized a full valuation allowance on our net operating loss as
well as all of our other net deferred tax assets. If and when we revise our estimate of the benefit expected to be derived from the net operating loss and other net deferred tax assets, the valuation allowance may be modified. Increases in the
valuation allowance could increase the tax provision or decrease the tax benefit recognized in the period of the change in estimate. The net operating loss carryforwards for federal tax purposes begin to expire in 2018.

SFAS No. 109, Accounting for Income Taxes, (SFAS No. 109) requires that a valuation allowance be established when it is
more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence was considered in judging the likelihood of realizing tax benefits. Forming a conclusion
that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years. Cumulative losses is one of the most difficult pieces of negative evidence to overcome in the absence of sufficient
existing orders and backlog (versus forecasted future orders) supporting a return to profitability. During the second quarter of fiscal 2008, it became evident that our forecasts and profitability would not meet previously calculated projections.
This lessened the weight that we could assign to future prospects for returning to consistent profitability. That, combined with recent cumulative net losses, represented sufficient negative evidence that was difficult for positive evidence to
overcome under the evaluation guidance of SFAS No. 109. As a result, we concluded that is was appropriate in the second quarter of fiscal 2008 to establish a full valuation allowance for our net deferred tax assets. The effect was to reverse
the benefit of net deferred tax assets that were recorded in prior years financial statements. These tax benefits will be available, prior to the expiration of carryforwards, to reduce future income tax expense resulting from earnings or
increases in deferred tax liabilities. During the second quarter of fiscal 2008, we recorded a noncash charge of $5.8 million to provide a full valuation allowance for net deferred tax assets.

Transactions with Related Parties

Since the
Spin-off and the Merger, the terms of all material transactions involving related persons or entities have been on terms similar to those of our transactions with independent parties, or in cases where we have not entered into similar transactions
with unrelated parties, on terms that were believed to be representative of those that would likely be negotiated with independent parties. All material transactions with related parties will be reviewed and approved by our independent directors.

Recent Accounting Pronouncements

The Company adopted the
provisions of FASB Interpretation 48, Accounting for Uncertainty in Income Taxes (FIN 48), on July 1, 2007. Previously, we had accounted for tax contingencies in accordance with SFAS 5, Accounting for
Contingencies.As required by FIN 48, which clarifies SFAS No. 109, Accounting for Income Taxes, we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority
would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood
of being realized upon ultimate settlement with the relevant tax authority. We would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses for all periods presented.

At the adoption date, we applied FIN 48 to all tax positions for which the statute of limitations remained open and determined there were no unrecognized tax
benefits for which a liability would be required as of July 1, 2007. There have been no material changes in unrecognized tax benefits since July 1, 2007.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). This standard establishes a framework for measuring fair value and also provides guidance for an
expanded set of disclosure requirements related to fair value. We expect to adopt SFAS No. 157 effective for the fiscal year ending June 30, 2009, or fiscal 2009, and are continuing to evaluate the impact of SFAS No. 157 on our
consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities, including an amendment of FASB Statement No. 115 (SFAS



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No. 159). SFAS No. 159 permits companies to choose to measure certain financial instruments and other items at fair
value, with unrealized gains and losses on items for which the fair value option has been elected reported in earnings at each subsequent reporting date. We are continuing to review the provisions of SFAS No. 159, which is effective in the
first quarter of fiscal 2009, and currently do not expect this new accounting standard to have a significant impact on the consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 R, Business Combinations (SFAS No. 141 R). This standard improves the comparability of information that a reporting entity provides in financial reports about
a business combination and its effects. SFAS No. 141 R recognizes and measures identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree. SFAS No. 141 R also recognizes and measures the goodwill
acquired in the business combination or a gain from a bargain purchase and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. We expect to
adopt SFAS No. 141 R effective for fiscal 2009.

Interest Rate and Market Rate Risk

We are exposed to changes in interest rates due to our financing of our acquisitions, investments and operations. Interest rate risk is present with both fixed and
floating rate debt. Based on our debt profile as of December 31, 2007, a 100 basis point increase in market interest rates would increase interest expense and decrease pretax income (or increase pretax loss) by approximately $0.5 million
annually. This amount was determined based on our floating rate debt. This amount does not include the effects of certain potential results of increased interest rates, such as reduced level of overall economic activity or other actions management
may take to mitigate the risk. Furthermore, this sensitivity analysis does not assume changes in our financial structure that could occur if interest rates were higher.

In February 2006, we entered into an interest rate swap agreement effective in June 2006 and terminating in March 2009. Under the agreement, we converted an initial notional amount of $60 million of floating rate debt
(currently bearing interest at LIBOR plus the currently applicable margin) to fixed rate debt, bearing interest at 5.05% plus the applicable margin. We are currently hedging the entire remaining principle of this debt in accordance with our hedge
agreement.

Forward-Looking Statements

This Quarterly
Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this report, the words believes, expects, anticipates,
estimates and similar words and expressions are generally intended to identify forward-looking statements. Statements that describe our future strategic plans, goals or objectives are also forward-looking statements. Readers of this
report are cautioned that any forward-looking statements, including those regarding the intent, belief or current expectations of our management, are not guarantees of future performance, results or events, and involve risks and uncertainties. The
forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to update such forward-looking statements to reflect subsequent events or circumstances. Actual results and events may differ
materially from those in the forward-looking statements as a result of various factors, including the factors disclosed in Item 1A of our Annual Report on Form 10-K for the twelve months ended June 30, 2007.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

See Interest Rate and Market Rate Risk
in Item 2 of this Form 10-Q.



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Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, referenced herein
as the Exchange Act. These disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or furnish under the Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely
decisions regarding required disclosure.

We carried out, under the supervision and with the participation of our management, including our Chief
Executive Officer and our Chief Financial Officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures performed pursuant to Rule 13a-15 under the Exchange Act. Based on their evaluation, our
Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, 2007, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or
furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect our internal control over
financial reporting.

PART II. OTHER INFORMATION

Item 1. Risk Factors

There have not been any material changes in the risk factors disclosed in our Annual Report on
Form 10-K for the twelve months ended June 30, 2007 in Part I, Item 1A, Risk Factors, except as otherwise indicated below. You should carefully consider such risk factors (including the risk factor indicated below), any of which, could
have a material adverse effect on our financial condition and results of operations.

We may not have adequate cash on hand to satisfy our debt
obligations as they become due in 2009 and 2010.

Although we expect our operating cash flow to provide adequate sources of capital to fund our
working capital needs, we do not currently have adequate cash on hand to satisfy our debt obligations as they become due in 2009 and 2010. In order to meet these obligations, we will be required to restructure our credit facilities or refinance with
another lender. Should we be unsuccessful in renegotiating these facilities, we will need to derive capital from alternate sources which may include any of the following: public equity offering, private placement, the issuance of additional shares
or preferred stock or other means not yet identified. No absolute assurance can be made that we will be successful in these efforts.

Item 2. - Submission of Matters to a Vote of Security Holders



|(a) | The Company held its 2007 Annual Meeting of Shareholders on November 28, 2007.
|--- | ------------------------------------------------------------------------------



|(b) | The following matters were voted upon at the meeting:
|--- | -----------------------------------------------------



| | (i) | The first item considered was the election of our six directors to serve on our Board of Directors until the 2008 annual meeting of shareholders, and the results of such voting were as
follows:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                           |  |           |  |         
|-------------------------- |  | --------- |  | --------
|Nominees                   |  | Votes For |  | Withheld
|Robert S. Prather          |  | 4,878,057 |  | 2       
|Gerald N. Agranoff         |  | 4,870,740 |  | 7,319   
|James W. Busby             |  | 4,870,732 |  | 7,327   
|Hilton H. Howell, Jr.      |  | 4,877,961 |  | 98      
|Monte C. Johnson           |  | 4,870,140 |  | 7,919   
|George E. Nick Nicholson |  | 4,877,550 |  | 500     



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| | (ii) | The second item considered was a proposal to ratify BDO Seidman, LLP as our independent auditor for fiscal 2008, which was approved with 4,970,153 shares voted in favor of such proposal,
1,614 shares voted against such proposal, and holders of 1,517 shares abstaining.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 3. Exhibits



|             |  |                                                           
|------------ |  | ----------------------------------------------------------
|Exhibit 31.1 |  | Rule 13 (a)  14(a) Certificate of Chief Executive Officer
|             | 
|Exhibit 31.2 |  | Rule 13 (a)  14(a) Certificate of Chief Financial Officer
|             | 
|Exhibit 32.1 |  | Section 1350 Certificate of Chief Executive Officer       
|             | 
|Exhibit 32.2 |  | Section 1350 Certificate of Chief Financial Officer       



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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: February 19, 2008 |  |  |  | by:                      |  | /s/ MARK G. MEIKLE                                 
|                        |  |  |  |                          |  | Mark G. Meikle                                     
|                        |  |  |  |                          |  | Executive Vice President and ChiefFinancial Officer



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