-----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, FnllEsXHv8zGb6zAsEKRHoSQRCeqaJPkc+K8DllljNZujTpI94wBNZEEFO6ID1eq dCa7NXdiy28Tnc4dzLW8wA== 0000205219-97-000020.txt : 19971208 0000205219-97-000020.hdr.sgml : 19971208 ACCESSION NUMBER: 0000205219-97-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971205 ITEM INFORMATION: FILED AS OF DATE: 19971205 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: 8-K SEC ACT: SEC FILE NUMBER: 000-08615 FILM NUMBER: 97733364 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 8-K 1 P-i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 5, 1997 Date of Report (Date of earliest event reported) BRC HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-8615 75-1533071 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1111 W. Mockingbird Lane Suite 1500 Dallas, Texas 75247 (Address of Principal Executive Offices) (Zip Code) (214) 688-1800 (Registrant's Telephone Number, Including Area Code) P-1 Item 7. Financial Statements and Exhibits On November 20, 1997, BRC Holdings, Inc. ("BRC" or the "Company") and its wholly-owned subsidiary Business Records Corporation consummated the divestiture of its business of providing goods and services utilized by public authorities in the conduct of elections. The agreements executed in connection with this divestiture provided for the sale of the assets and operations of the election business to two companies: American Information Systems, Inc. ("AIS") and the Sequoia Pacific Systems division of the Smurfit Packaging Corporation ("Sequoia"). Pursuant to the Asset Purchase Agreement executed with AIS, BRC received consideration consisting of $27.8 million in cash and a $14.1 million promissory note. Under the Asset Purchase Agreement executed with Sequoia, BRC received a cash payment of $5.4 million. The specific terms of these agreements have been disclosed in the Current Report on Form 8-K filed on December 3, 1997. The Company's pro forma balance sheet as of September 30, 1997 is presented on the following page to reflect the sale and divestiture as if it had occurred at that time. No pro forma income statements have been presented since the operations divested in this transaction were classified as discontinued operations in the Company's historical financial statements. P-2 BRC HOLDINGS, INC. CONSOLIDATED CONDENSED BALANCE SHEET (Unaudited) September 30, 1997 Pro Forma Historical Adjustments Pro Forma ASSETS Current assets: Cash and cash equivalents. . . . . $ 15,148,000 $ 33,233,000(a) $ 48,381,000 Short-term investments . . . . . . 24,067,000 24,067,000 Accounts receivable, net . . . . . 21,980,000 21,980,000 Current portion of installment and notes receivable . . . . . . 6,237,000 6,237,000 Inventories . . . . . . . . . . . 1,685,000 1,685,000 Deferred tax asset . . . . . . . . 2,637,000 329,000(e) 2,966,000 Other current assets . . . . . . . 2,176,000 2,176,000 Total current assets . . . . . . 73,930,000 33,562,000 107,492,000 Property, plant and equipment. . . 39,936,000 39,936,000 Less accumulated depreciation. . (28,946,000) (28,946,000) 10,990,000 10,990,000 Long-term investments. . . . . . . 34,350,000 34,350,000 Long-term installment and notes receivable . . . . . . . . . . . 12,819,000 9,149,000(b) 21,968,000 Purchased software and databases, net. . . . . . . . . . . . . . . 326,000 326,000 Goodwill and intangibles, net. . . 28,140,000 28,140,000 Other assets . . . . . . . . . . . 3,202,000 3,202,000 Net assets of discontinued operations . . . . . . . . . . . 12,199,000 (12,199,000)(c) --- Total assets . . . . . . . . . . . $175,956,000 $ 30,512,000 $206,468,000 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Accounts payable. . . . . . . . . $ 2,503,000 $ 2,503,000 Accrued liabilities . . . . . . . 18,940,000 12,111,000(d) 31,051,000 Current portion of capital lease obligations. . . . . . . . . . . 336,000 336,000 Total current liabilities. . . . 21,779,000 12,111,000 33,890,000 Long-term capital lease obligations. . . . . . . . . . . 219,000 219,000 Deferred tax liability . . . . . . 1,792,000 190,000(e) 1,982,000 Shareholders' Equity: Common stock . . . . . . . . . . . 719,000 719,000 Additional paid-in capital . . . . 80,414,000 80,414,000 Retained earnings. . . . . . . . . 80,494,000 18,211,000(f) 98,705,000 Treasury stock . . . . . . . . . . (9,461,000) (9,461,000) Total shareholders' equity . . . 152,166,000 18,211,000 170,377,000 Total liabilities and shareholders' equity . . . . . . . . . . . . . $175,956,000 $ 30,512,000 $206,468,000 P-3 Pro forma Adjustments The pro forma adjustments related to the pro forma condensed balance sheet have been estimated based upon the Company's best estimates at this time and represent adjustments directly attributable to the transaction. With the exception of cash proceeds recorded in connection with the transaction, all pro forma adjustments are subject to change pending further evaluation, and based upon the conclusion of the Company's annual audit for the year ending December 31, 1997. The explanations for such adjustments are as follows: (a) Represents the cash proceeds from the divestiture of the Company's election business unit. (b) To reflect the discounted value of a $14.1 million promissory note due from AIS in connection with the divestiture. The discounting of the promissory note is necessary to reflect liquidity and credit risks inherent in the note and to more accurately reflect its estimated fair value. The valuation of the promissory note is a preliminary estimate, based on information currently available to management, subject to change pending further analysis of the note. (c) Represents the disposition of the net assets of the Company's discontinued election operations. (d) In connection with the divestiture, the Company has recorded an estimated income tax payable of $11.3 million and certain accrued liabilities of $0.8 million. Accrued liabilities include expenses related to the consummation of the transaction and the transition of the business including severance and vacation pay pertaining to employees, legal costs and other estimated transition expenses. The provision for income taxes was computed assuming a 40% effective tax rate. (e) To reflect changes in deferred taxes associated with timing differences between the Company's tax provision for financial accounting purposes and the payments estimated to be required for income tax purposes. (f) To reflect the estimated net after-tax gain associated with the Company's divestiture of the Election business. P-4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BRC HOLDINGS, INC. (Registrant) By DATE: December 5, 1997 /s/Thomas E. Kiraly Thomas E. Kiraly Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----