-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uoqmr7ksJdUZD08Y0nBmhso14tyXGrfQ+3qx45qXhUZFNk8VUokAdSOsm3alHKxr 3rHIRf3L4wHXbMQgKaPr7A== 0000205219-96-000022.txt : 19960814 0000205219-96-000022.hdr.sgml : 19960814 ACCESSION NUMBER: 0000205219-96-000022 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960813 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRC HOLDINGS INC CENTRAL INDEX KEY: 0000205219 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 751533071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-08615 FILM NUMBER: 96610680 BUSINESS ADDRESS: STREET 1: 1111 W MOCKINGBIRD LN STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146881800 MAIL ADDRESS: STREET 1: 1111W MOCKINGBIRD LANE STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75247 FORMER COMPANY: FORMER CONFORMED NAME: BUSINESS RECORDS CORPORATION HOLDING CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CRONUS INDUSTRIES INC DATE OF NAME CHANGE: 19900813 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ Form 10-Q /X/QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 1996 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 0-8615 BRC HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 75-1533071 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1111 West Mockingbird Lane, Suite 1400, Dallas, Texas 75247 (Address of principal executive including zip code) Registrant's telephone number, including area code (214) 688-1800 BUSINESS RECORDS CORPORATION HOLDING COMPANY 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 period 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at June 30, 1996 Common Stock 6,494,223 $.10 Par Value BRC HOLDINGS, INC. INDEX PAGE Part I. Financial Information (Unaudited) Consolidated Condensed Balance Sheets - June 30, 1996 and December 31, 1995 1 Consolidated Condensed Statements of Income - Three Months Ended June 30, 1996 and 1995 2 Consolidated Condensed Statements of Income - Six Months Ended June 30, 1996 and 1995 3 Consolidated Condensed Statements of Cash Flows - Six Months Ended June 30, 1996 and 1995 4 Notes to Consolidated Condensed Financial Statements 5 Management's Discussion and Analysis 7 Part II. Other Information 10 PART I. FINANCIAL INFORMATION BRC HOLDINGS, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) June 30, December 31, 1996 1995 ASSETS Current assets: Cash and cash equivalents. . . . . . . $ 5,236,000 $ 10,059,000 Short-term marketable securities . . . 24,509,000 28,299,000 Accounts and notes receivable, net . . . . . . . . . . . 33,526,000 29,582,000 Inventories (Note 4) . . . . . . . . . 9,177,000 11,750,000 Deferred tax asset . . . . . . . . . . 4,855,000 4,980,000 Other current assets . . . . . . . . . 1,896,000 3,195,000 Total current assets . . . . . . . . 79,199,000 87,865,000 Property, plant & equipment. . . . . . 59,132,000 59,022,000 Less accumulated depreciation . . . . (43,096,000) (42,141,000) 16,036,000 16,881,000 Long-term marketable securities. . . . 20,762,000 7,891,000 Long-term installment receivables. . . 14,379,000 10,194,000 Purchased software and databases, net. . . . . . . . . . . . 4,400,000 4,049,000 Goodwill and intangibles, net. . . . . 32,349,000 33,414,000 Other assets . . . . . . . . . . . . . 1,501,000 1,685,000 Total assets . . . . . . . . . . . . . $168,626,000 $161,979,000 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities: Accounts payable . . . . . . . . . . . $ 3,008,000 $ 3,326,000 Accrued liabilities. . . . . . . . . . 18,918,000 19,543,000 Current portion of notes and capital leases . . . . . . 696,000 793,000 Total current liabilities. . . . . . 22,622,000 23,662,000 Long-term notes and capital leases . . 68,000 579,000 Deferred tax payable . . . . . . . . . 3,670,000 3,920,000 Shareholders' Equity: Common stock . . . . . . . . . . . . . 650,000 645,000 Additional paid-in capital . . . . . . 59,044,000 57,702,000 Retained earnings. . . . . . . . . . . 82,572,000 75,471,000 Total shareholders' equity . . . . 142,266,000 133,818,000 Total liabilities and shareholders' equity. . . . . . . . . $168,626,000 $161,979,000 See accompanying Notes to the Consolidated Condensed Financial Statements. The 1995 financial statements have been restated to include the results of an acquisition which was accounted for under the pooling of interests method (see Note 5). BRC HOLDINGS, INC. CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) Three Months Ended June 30, 1996 1995 Revenues . . . . . . . . . . . . . . . $ 37,775,000 $ 32,657,000 Cost of products and services. . . . . 24,886,000 24,652,000 Selling, general and administrative. . 7,048,000 5,637,000 31,934,000 30,289,000 Operating profit . . . . . . . . . . . 5,841,000 2,368,000 Other income . . . . . . . . . . . . . --- 823,000 Interest income, net . . . . . . . . . 781,000 738,000 Income before income tax . . . . . . . 6,622,000 3,929,000 Income tax provision . . . . . . . . . 2,629,000 1,571,000 Net income . . . . . . . . . . . . . . $ 3,993,000 $ 2,358,000 Earnings per common and common equivalent share: Net income. . . . . . . . . . . . . $ .60 $ .36 Average shares. . . . . . . . . . . 6,755,000 6,517,000 Earnings per share assuming full dilution: Net income . . . . . . . . . . . . $ .60 $ .36 Average shares (Note 6). . . . . . 6,755,000 6,547,000 Cash dividends per share . . . . . . . $ --- $ --- See accompanying Notes to the Consolidated Condensed Financial Statements. The 1995 financial statements have been restated to include the results of an acquisition which was accounted for under the pooling of interests method (see Note 5). BRC HOLDINGS, INC. CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) Six Months Ended June 30, 1996 1995 Revenues . . . . . . . . . . . . . . . $ 75,421,000 $ 65,445,000 Cost of products and services. . . . . 51,832,000 48,111,000 Selling, general and administrative. . 13,264,000 11,188,000 65,096,000 59,299,000 Operating profit . . . . . . . . . . . 10,325,000 6,146,000 Other income . . . . . . . . . . . . --- 823,000 Interest income, net . . . . . . . . . 1,511,000 1,450,000 Income before income tax . . . . . . . 11,836,000 8,419,000 Income tax provision . . . . . . . . . 4,735,000 3,368,000 Net income . . . . . . . . . . . . . . $ 7,101,000 $ 5,051,000 Earnings per common and common equivalent share: Net income. . . . . . . . . . . . . $ 1.07 $ .78 Average shares. . . . . . . . . . . 6,744,000 6,444,000 Earnings per share assuming full dilution: Net income . . . . . . . . . . . . $ 1.07 $ .77 Average shares (Note 6). . . . . . 6,744,000 6,555,000 Cash dividends per share . . . . . . . $ --- $ --- See accompanying Notes to the Consolidated Condensed Financial Statements. The 1995 financial statements have been restated to include the results of an acquisition which was accounted for under the pooling of interests method (see Note 5). BRC HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, 1996 1995 Cash flows from operating activities: Net income . . . . . . . . . . . . . . . . . . . $ 7,101,000 $ 5,051,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization. . . . . . . . . 5,427,000 5,523,000 Loss (gain) on sale of assets. . . . . . . . . (36,000) --- Changes in assets and liabilities: (Increase) decrease in accounts receivable . (2,706,000) (1,496,000) (Increase) decrease in inventories . . . . . 2,573,000 (4,745,000) (Increase) decrease in other assets. . . . . 1,085,000 400,000 Increase (decrease) in accounts payable. . . (318,000) 1,489,000 Increase (decrease) in other liabilities . . (647,000) (4,696,000) Total adjustments. . . . . . . . . . . . . . . 5,378,000 (3,525,000) Net cash provided by operating activities. . . . . 12,479,000 1,526,000 Cash flows from investing activities: Capital expenditures . . . . . . . . . . . . . . (3,525,000) (3,092,000) Marketable securities purchased. . . . . . . . . (31,291,000) (31,396,000) Marketable securities redeemed . . . . . . . . . 21,975,000 7,434,000 Proceeds from sale of assets . . . . . . . . . . 56,000 --- Additions to installment receivables . . . . . . (6,756,000) (712,000) Proceeds from installment receivables. . . . . . 1,727,000 1,314,000 Net cash (used in) provided by investing activities. . . . . . . . . . . . . . . (17,814,000) (26,452,000) Cash flows from financing activities: Principal payments on notes and capital leases . (608,000) (876,000) Issuance of common stock . . . . . . . . . . . . 1,120,000 4,831,000 Repurchases of stock and other . . . . . . . . . --- (604,000) Net cash provided by financing activities. . . . . 512,000 3,351,000 Increase (decrease) in cash and cash equivalents . (4,823,000) (21,575,000) Cash and cash equivalents at beginning of period . $10,059,000 $21,946,000 Cash and cash equivalents at end of period . . . . $ 5,236,000 $ 371,000 Supplemental disclosures -- Cash payments during the first six months of 1996 for income taxes and interest were $3,337,000 and $59,000, respectively. Cash payments during the first six months of 1995 for income taxes and interest were $4,013,000 and $250,000, respectively. See accompanying Notes to the Consolidated Condensed Financial Statements. The 1995 financial statements have been restated to include the results of an acquisition which was accounted for under the pooling of interests method (see Note 5). BRC HOLDINGS, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) 1. The interim consolidated condensed financial statements included herein have been prepared by BRC Holdings, Inc. (the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to such rules and regulations. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company's 1995 annual report on Form 10-K. In the opinion of management, the consolidated condensed financial statements contain all adjustments necessary to present fairly the financial position as of June 30, 1996 and the results of operations for the three and six months ended June 30, 1996 and 1995, and cash flows for the six months ended June 30, 1996 and 1995. These adjustments include recurring accruals and a pro rata portion of certain estimated expenses. Management believes that the procedures followed in preparing these consolidated condensed financial statements are reasonable under the circumstances, but the accuracy of the amounts in the financial statements are in some respects dependent upon facts that will exist and procedures that will be performed by the Company later in the fiscal year. 2. The provision for income tax is based on the estimated annual effective rate. Certain reclassifications between current income tax and deferred income tax may be necessary at December 31, 1996 to reflect the annual computation of differences between book and tax income. 3. The results of operations for the six months ended June 30, 1996 are not necessarily indicative of the results to be expected for the full year. 4. Inventories consisted of the following: June 30, December 31, 1996 1995 Finished goods . . . . . . . . $ 3,273,000 $ 4,187,000 Work in progress . . . . . . . 2,033,000 3,023,000 Raw materials and supplies . . 3,871,000 4,540,000 Net inventories. . . . . . . . $ 9,177,000 $11,750,000 5. During the third quarter of 1995, the Company consummated the merger of Clinical Resource Systems, Inc. (CRS), with a wholly-owned subsidiary of the Company. Under the terms of the agreement, the Company issued 121,112 shares of its common stock in exchange for all of the record and beneficial interest held by CRS security holders. Of the total number of shares issued, 1,761 shares were returned to the Company pursuant to a share escrow arrangement established for the general representations and warranties associated with the merger agreement. Additionally, outstanding options to acquire CRS common stock were converted to options to acquire 14,381 shares of the Company's common stock. CRS, headquartered in Austin, Texas, provides specialized software to hospital emergency rooms. This transaction was accounted for as a pooling of interests. Accordingly, the Company's 1995 financial statements were restated to include the results of CRS for all periods presented. Combined and separate results of BRC and CRS during the periods preceding the merger were as follows: (Unaudited) (Unaudited) Three Months Ended Six Months Ended June 30, 1995 June 30, 1995 Revenue BRC. . . . . . . $32,491,000 $ 64,946,000 CRS. . . . . . . 166,000 499,000 Total. . . . . $32,657,000 $ 65,445,000 Net Income (Loss): BRC. . . . . . . $ 2,402,000 $ 5,114,000 CRS. . . . . . . (44,000) (63,000) Total. . . . . $ 2,358,000 $ 5,051,000 Combined financial results presented above include adjustments and reclassifications made to conform the accounting policies of the two companies. There were no material income adjustments or intercompany transactions between the two companies for the periods presented. 6. Earnings per share, assuming full dilution, for the three months ended June 30, 1996 and 1995, were computed based on the weighted average number of common and common equivalent shares outstanding for a total of 6,755,000 and 6,547,000 shares, respectively. In addition, for purposes of computing earnings per share at June 30, 1996, assumed excess funds after debt retirement were invested and added back to income, net of tax, in the amount of $53,000. Earnings per share, assuming full dilution, for the six months ended June 30, 1996 was computed based on the weighted average number of common and common equivalent shares outstanding for a total of 6,744,000 shares. In addition, for purposes of computing earnings per share, assumed excess funds after debt retirement were invested and added back to income, net of tax, in the amount of $101,000. Earnings per share, assuming full dilution, for the six months ended June 30, 1995 was computed based upon conversion of a note to an officer/director and the weighted average number of common and common equivalent shares outstanding for a total of 6,555,000 shares. In addition, for purposes of computing earnings per share at June 30, 1995, interest expense on the convertible note was added back to income, net of tax, in the amount of $20,000. MANAGEMENT'S DISCUSSION AND ANALYSIS Except for the historical information contained herein, the matters discussed may include forward-looking statements that involve risks and uncertainties. The Company's actual results may differ materially from those discussed in the forward-looking statements. Potential risks and uncertainties include market responses to pricing pressures, changes in product and service mix, results from litigation, the timely development and acceptance of new products and services, changes in customer preferences and inventory risks due to shifts in market demand. As a result, the actual results realized by the Company could differ materially from the statements made herein. Stockholders of the Company are cautioned not to place undue reliance on the forward-looking statements made herein. Three Months Ended June 30, 1996 and 1995 Revenues for the second quarter of 1996 were $5.1 million, or 16%, higher than those reported during the same period last year. This growth relates primarily to increased sales of election products and services. A significant portion of the Company's revenues from election products and services are subject to a two year business cycle. Due to a greater number of public elections being held in even-numbered years, revenues from these products and services are typically higher in even-numbered "election" years as compared to odd-numbered "non-election" years. The increase in revenues during the second quarter is reflective of such a cycle. Due primarily to the foregoing, revenues from election products and services increased by $6.2 million, or 88%, when compared to the previous year. Of this $6.2 million increase, full service election revenues were $4.8 million, an increase of $4.1 million over the second quarter of 1995. Results were particularly strong in the Company's Birmingham, Alabama, election supplies and printing operation. This business unit contributed $4.2 million in full service revenues during the quarter. Correspondingly, the Company also reflected sales of ballots, booths and other election supplies totaling $3.4 million, an increase of $1.9 million over the second quarter of 1995. Revenues from technology outsourcing services increased by $0.6 million, or 4%, over the same period last year. The majority of this increase relates to the sale of additional services to existing health care customers. The Sisters of Providence Health System and the Company have commenced discussions concerning the termination or renegotiation of existing contracts with the Company. These discussions did not have an impact on second quarter 1996 revenues and the outcome of these negotiations cannot be ascertained at this time. Total revenues from this customer's contracts were $3.3 million for the three months ended June 30, 1996 and $12.3 million for the twelve months ended June 30, 1996. The Company's revenues associated with governmental records management were down $0.5 million, or 9%, as compared to the same period last year. The decrease relates primarily to the discontinuance of government records management services to the Office of Recorder, Cook County, Illinois ("Cook County") during the fourth quarter of 1995. Cook County accounted for $0.5 million in revenues during the second quarter of 1995. Other decreases in revenues from governmental records management are associated with the sale of certain of the Company's customer accounts in the Texas region during the third quarter of 1995. These decreases in revenues were offset by sales of new services and increases in transaction volumes. Revenues from other products and services decreased $1.3 million as compared to the same period last year. This decrease was due to the discontinuance of a tape media sale and repair business, as well as the sale in December of 1995, of a business unit engaged in reselling public records data to nationwide credit bureaus and other providers of information retrieval services. The Company's gross margins reported for the quarters ended June 30, 1996 and 1995, were 34% and 25%, respectively. The primary cause of this increase in the Company's gross profit margin relates to higher utilization of overhead and fixed expenses associated with increased business volumes and corresponding revenues from the Company's election business. Selling, general and administrative expenses for the quarter ended June 30, 1996 increased by $1.4 million, or 25%, when compared to the same period last year. Selling, general and administrative expenses rose from 17% of revenues during the second quarter of 1995 to 19% of revenues during the second quarter of 1996. The primary causes of this increase can be attributed to increased commission expense incurred as a result of additional election-related sales, increases in expenses associated with the Company's employee benefit plans, and increased contract labor expenses. Six Months Ended June 30, 1996 and 1995 Year-to-date revenues for the first six months of 1996 were $10.0 million, or 15%, higher than those reported during the same period last year. This increase relates primarily to increased sales of election products and services. As stated in the foregoing section, a significant portion of the Company's revenues from election products and services are subject to a two year business cycle. Revenues from these products and services are typically higher in even-numbered "election" years as opposed to odd-numbered "non-election" years. Revenues from election products and services increased by $12.9 million, or 95%, when compared to the same period of the previous year. Sales of election systems were $8.0 million during the first half of 1996, an increase of $2.7 million, or 51%, when compared to the previous year. Sales of election systems during the first half of 1996 included a $4.2 million sale to Maricopa County, Arizona. Due to increased public election activity, the Company also experienced significant increases in the ballots, booths and supplies sales areas, which grew to $7.7 million during the period, an increase of $4.6 million over the six months ended June 30, 1995. The Company's inventories decreased by $2.6 million, as compared to December 31, 1995 balances, due primarily to the sale of election systems during the first six months of 1996. Technology outsourcing services reflected revenue growth of $1.0 million, or 3%, when compared to the first six months of 1995. In addition to increased service revenues from existing accounts, the Company also experienced increased sales of automated emergency department systems and vision care-related software as compared to the first six months of 1995. Governmental records management revenues decreased $1.4 million, or 13%, as compared to the same period last year. As mentioned in the previous section, the discontinuance of services to Cook County, Illinois in late 1995 primarily attributed to this decrease. Cook County accounted for $1.1 million in revenues during the first six months of 1995. The Company also sold other government records management accounts during the third quarter of 1995. Revenues from other products and services decreased $2.5 million, or 29%, as compared to the first six months of 1995. As noted in the previous discussion, in 1995, the Company sold a business unit and discontinued a tape media sale and repair business. The Company's gross margin increased to 31% during the first half of 1996 as compared to 26% for the same period in 1995. This increase primarily relates to higher utilization of the Company's fixed and overhead expenses associated with election products and services revenue, which increased during 1996. Sales, general and administrative expenses increased $2.1 million in 1996 when compared to that of the same period in 1995. As discussed in the previous section, the primary causes of this increase relate to increased commission expenses associated with increased sales of election products and services, increased employee benefits expense and additional use of contract labor. Liquidity and Capital Resources At June 30, 1996, the Company had net working capital (total current assets minus total current liabilities) of $56.6 million. This represents a decrease of $7.6 million as compared to the Company's working capital as of December 31, 1995. Cash and cash equivalents and short term investments decreased a total of $8.6 million due primarily to a shift in the Company's investment portfolio to long-term marketable securities. Due primarily to increased revenues during the first six months of 1996, accounts and notes receivable increased a total of $3.9 million while inventories decreased $2.6 million. This decrease in working capital also included the utilization of a $1.0 million federal income tax receivable during the first quarter of 1996. The Company's total current assets were 3.5 times total current liabilities. Net cash provided by operating activities increased by $10.9 million as compared to the same period last year. This change primarily relates to the use of $4.7 million for the production of election equipment in the first half of 1995, as compared to a $2.6 million reduction in inventories related to election products sold during the first half of 1996. In addition, $4.7 million was used to satisfy accrued and other liabilities in the first half of 1995 as compared to $0.6 million for the first half of 1996. Cash flows from investing activities reflect a net increase of $8.6 million as compared to the same period last year. This change is a result of a $14.5 million increase in the amount of marketable securities redeemed in 1996 as compared to 1995. A net increase in installment receivables of $6.0 million as compared to the same period last year was primarily related to the Company's financing of election equipment sold in the first half of 1996. Cash flows from financing activities reflect a net decrease of $2.8 million as compared to the previous year. This change primarily relates to fewer transactions in 1996 relating to the exercise of employee stock options. The Company currently anticipates continuing positive cash flows from operations and additions to capital associated with employee stock option exercises during the short-term. Long-term cash flow trends may be affected by acquisitions, changes in industry trends or other factors which cannot be estimated at this time. The Company believes that its cash and investment balances are sufficient to meet currently foreseeable working capital commitments. The Company does not currently maintain an active line of credit. PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders An annual meeting of the stockholders of the Company was held on May 16, 1996. At the meeting, the stockholders elected five persons to serve as directors until the next annual meeting of stockholders, approved the Company's name change from Business Records Corporation Holding Company to BRC Holdings, Inc., approved an increase in the number of common shares authorized for issuance by the Company, and approved the adoption of a stock option plan for non-employee directors. The table below sets forth the number of votes cast for, against or withheld, as well as the number of abstentions and nonvotes, as to each such matter including a separate tabulation with respect to each nominee for office. Number Number of of Votes Number of Votes Abstention Matter Voted Upon Cast For Against or Withheld and Nonvotes A. Nominees for Director: Perry E. Esping 5,891,702 131,392 -0- L.D. Brinkman 5,698,326 324,768 -0- Robert E. Masterson 5,888,180 134,914 -0- David H. Monnich 5,695,746 327,348 -0- Paul T. Stoffel 5,891,702 131,392 -0- B. Company's Name Change: 5,983,927 29,719 9,448 C. Increase Number of Common Shares Authorized: 5,776,861 234,796 11,437 D. Stock Option Plan for Non-Employee Directors: 5,477,700 521,901 23,493 Item 6. Exhibits and Reports on Form 8-K A. Exhibits 11. Computation of Earnings per Share a. For the Three Months Ended June 30, 1996 and 1995. b. For the Six Months Ended June 30, 1996 and 1995. 27. Financial Data Schedule for the Six Months Ended June 30, 1996. (Pursuant to Item 601(c)(iv) of Regulation S-X, the Financial Data Schedule is not deemed to be "filed" for purpose of Section 11 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended.) Item 6. Exhibits and Reports on Form 8-K (Continued) B. Reports on Form 8-K During the period from April 1, 1996 through June 30, 1996, the Company filed the following current report on Form 8-K. Date of Report Item(s) Reported May 21, 1996 - Name change from Business Records Corporation Holding Company to BRC Holdings, Inc. 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. BRC HOLDINGS, INC. (Registrant) By Date: August 13, 1996 /s/ P. E. Esping P. E. Esping Chairman, Chief Executive Officer and Director (Principal Executive Officer) Date: August 13, 1996 /s/ J. L. Morrison J. L. Morrison President and Chief Operating Officer Date: August 13, 1996 /s/ Thomas E. Kiraly Thomas E. Kiraly Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) EXHIBIT 11a BRC HOLDINGS, INC. COMPUTATION OF EARNINGS PER SHARE Three Months Ended June 30, 1996 1995 Primary: Net income . . . . . . . . . . . . . . . . . $3,993,000 $2,358,000 Add net interest income earnings on investments, net of tax . . . . . . . . . 53,000 --- Adjusted net income . . . . . . . . . . $4,046,000 $2,358,000 Weighted average number of shares outstanding . . . . . . . . . . . . . . . . 6,477,000 6,359,000 Additional weighted average shares from assumed exercise of dilutive stock options, net of shares assumed to be repurchased with proceeds at average market price during the period . . . . . . . . . . 278,000 158,000 6,755,000 6,517,000 Primary earnings per share . . . . . . . . . $ .60 $ .36 Assuming full dilution: Net income . . . . . . . . . . . . . . . . . $3,993,000 $2,358,000 Add net interest income earnings on investments, net of tax . . . . . . . . . 53,000 --- Adjusted net income . . . . . . . . . . $4,046,000 $2,358,000 Weighted average number of shares outstanding. . . . . . . . . . . . . 6,477,000 6,359,000 Additional weighted average shares from assumed exercise of dilutive stock options, net of shares assumed to be repurchased with proceeds at the greater of average market price during the period or period end market price . . . . . 278,000 188,000 6,755,000 6,547,000 Fully diluted earnings per share . . . . . . $ .60 $ .36 EXHIBIT 11b BRC HOLDINGS, INC. COMPUTATION OF EARNINGS PER SHARE Six Months Ended June 30, 1996 1995 Primary: Net income . . . . . . . . . . . . . . . . . $7,101,000 $5,051,000 Add net interest income earnings on investments, net of tax . . . . . . . . . 101,000 --- Adjusted net income . . . . . . . . . . $7,202,000 $5,051,000 Weighted average number of shares outstanding . . . . . . . . . . . . . . . . 6,466,000 6,269,000 Additional weighted average shares from assumed exercise of dilutive stock options, net of shares assumed to be repurchased with proceeds at average market price during the period . . . . . . . . . . 278,000 175,000 6,744,000 6,444,000 Primary earnings per share . . . . . . . . . $ 1.07 $ .78 Assuming full dilution: Net income . . . . . . . . . . . . . . . . . $7,101,000 $5,051,000 Add net interest income earnings on investments, net of tax . . . . . . . . . 101,000 --- Add interest expense on convertible notes and debentures, net of tax. . . . . . . . . . . --- 20,000 Adjusted net income . . . . . . . . . . $7,202,000 $5,071,000 Weighted average number of shares outstanding. . . . . . . . . . . . . 6,466,000 6,269,000 Additional weighted average shares from assumed exercise of dilutive stock options, net of shares assumed to be repurchased with proceeds at the greater of average market price during the period or period end market price . . . . . 278,000 191,000 Additional weighted average shares from assumed conversion of notes and conversion of debentures. . . . . . . . --- 95,000 6,744,000 6,555,000 Fully diluted earnings per share . . . . . . $ 1.07 $ .77 EX-27 2
5 FINANCIAL DATA SCHEDULE This schedule contains summary financial information extracted from Form 10-Q financial statements filed for the period ending June 30, 1996 and is qualified in its entirety by reference to such financial statements. 1000 6-MOS DEC-31-1996 JUN-30-1996 5236 24509 33526 0 9177 79199 59132 43096 168626 22622 68 650 0 0 141616 168626 0 75421 0 51832 13264 0 0 11836 4735 7107 0 0 0 7107 1.07 1.07
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