-----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, FM4QUVxsvs9jifx8XfHpfb/RqiyLY0tfaRyEEe5imJyiWkDPdSyRoWkooTvLsTiR NuYpRmTw5XK3c6+fMpdT6Q== 0000891092-03-001550.txt : 20030716 0000891092-03-001550.hdr.sgml : 20030716 20030716091904 ACCESSION NUMBER: 0000891092-03-001550 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030716 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BULL RUN CORP CENTRAL INDEX KEY: 0000319697 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 911117599 STATE OF INCORPORATION: GA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09385 FILM NUMBER: 03788318 BUSINESS ADDRESS: STREET 1: 4370 PEACHTREE RD NE CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4042668333 MAIL ADDRESS: STREET 1: 4310 PEACHTREE ROAD N.E. CITY: ATLANTA STATE: GA ZIP: 30319 FORMER COMPANY: FORMER CONFORMED NAME: BULL RUN GOLD MINES LTD DATE OF NAME CHANGE: 19920703 8-K 1 e15193_8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2003 BULL RUN CORPORATION (Exact name of registrant as specified in its charter) GEORGIA 0-9385 58-2458679 - --------------- ---------------- ------------------ (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 4370 PEACHTREE ROAD, ATLANTA, GEORGIA 30319 ------------------------------------------- (Address of principal executive offices) (Zip Code) (404) 266-8333 -------------- (Registrant's telephone number, including area code) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits - Exhibit 99 - Press release dated July 16, 2003 Item 9. Regulation FD Disclosure The information set forth under this Item 9 is being furnished pursuant to "Item 12. Results of Operations and Financial Condition" of Form 8-K in accordance with interim guidance provided by the Securities and Exchange Commission in Release Nos. 33-8216 and 34-47583. Such information, including the Exhibit attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. On July 16, 2003, Bull Run Corporation issued a press release reporting its financial results for the third quarter and nine months ended May 31, 2003. A copy of the press release is hereby attached hereto as Exhibit 99 and incorporated herein by reference. 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 hereunto duly authorized. Date: July 16, 2003 BULL RUN CORPORATION By: /s/ FREDERICK J. ERICKSON --------------------------------- Frederick J. Erickson Vice President - Finance, Chief Financial Officer, Treasurer and Assistant Secretary 2 EX-99 3 e15193_ex99.txt PRESS RELEASE Exhibit 99 Bull Run Corporation Announces Third Quarter Results Operating Results of Host Communications, Bull Run's Wholly Owned Subsidiary, Significantly Improved Over Prior Year ATLANTA, July 16 /PRNewswire-FirstCall/ -- Bull Run Corporation (Nasdaq: BULL) today announced that its wholly-owned operating subsidiary, Host Communications, Inc., continued to generate significantly improved operating results for the third fiscal quarter ended May 31, 2003 compared to the same period last year. Bull Run, through Host Communications, provides affinity, multimedia, promotional and event management services to universities, athletic conferences, corporations and associations. For the nine months ended May 31, 2003, Bull Run reported income from operations of $3,810,000 compared to a loss from operations of $(8,151,000) for the same period last year. The current year-to-date results include nonrecurring consulting income of $5,267,000. For the three months ended May 31, 2003, Bull Run reduced its loss from operations to $(738,000) from $(5,069,000) for the same period last year. Operating income generated by the Company's Host Communications operating unit improved by more than $4.2 million for the quarter ended May 31, 2003 compared to the same period last year, and by more than $6.1 million for the nine months ended May 31, 2003 compared to the prior year. The improvement in Host's operating results was achieved through the restructuring and elimination of certain contractual obligations and relationships, as well as other cost reduction initiatives taken during the prior fiscal year. Total revenue was $18,154,000 and $66,889,000 for the three months and nine months ended May 31, 2003, respectively, compared to $32,416,000 and $92,163,000 for the same respective periods in the prior year. Total revenue has declined in the current year primarily as a result of the restructure and elimination of certain contracts, which produced unfavorable operating results in the prior year. The Company is subject to certain non-operating, non-cash charges and adjustments. During the Company's current fiscal year, Gray Television, Inc. issued shares of its common stock at a per share price that was less than the Company's carrying value per share of Gray common stock owned by the Company. As a result, the Company incurred a non-cash loss on its investment in Gray of $(2,339,000). The issuance of shares by Gray facilitated Gray's acquisition of sixteen additional television stations, increasing the total number of television stations owned by Gray to 29 stations serving 25 markets. Of Gray's 29 stations, 23 rank #1 in local news audience and 22 rank #1 in overall audience in their respective markets. The Company currently owns 4% of the outstanding common stock of Gray, representing 18% of the voting power. Other non-operating non-cash losses, net of gains, totaled $(2,040,000) and $(6,227,000) for the three months and nine months ended May 31, 2003, respectively, compared to $(3,866,000) and $(10,101,000) for the same respective periods in the prior year. As a result of the improved operating performance and the reduction in the amount of non-operating non-cash charges, the Company's resulting net loss for the three months and nine months ended May 31, 2003 of $(4,659,000) and $(10,945,000), respectively, compared to the prior year's net loss of $(7,396,000) and $(16,764,000) for the same respective periods. Forward-Looking Statements Certain statements in this press release are "forward looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guaranties of future performance and actual results may differ materially from those forecasted. Contacts: Robert S. Prather, Jr., Bull Run's President & Chief Executive Officer, at (404) 266-8333, or Gordon D. Whitener, Chief Executive Officer of Host Communications, Inc., at (859) 226-4356 Summarized financial results for the quarter and nine months ended May 31, 2003 and 2002 follow: BULL RUN CORPORATION Comparative Results of Operations (Unaudited) (in thousands, except per share amounts) Three Months Ended Nine Months Ended May 31, May 31, 2003 2002 2003 2002 Revenue from services rendered $18,154 $32,416 $66,889 $92,163 Operating costs and expenses: Direct operating costs for services rendered 11,873 29,404 42,718 75,954 Selling, general and administrative 6,715 7,770 19,449 23,392 Amortization of acquisition intangibles 304 311 912 968 18,892 37,485 63,079 100,314 Income (loss) from operations (738) (5,069) 3,810 (8,151) Equity in earnings (losses) of affiliated companies 40 (200) (153) (2,034) Net change in value of certain derivative instruments 155 (446) (1,708) (3,305) Loss on issuance of shares by affiliate (2,339) Gain (loss) on investment dispositions and investment valuation adjustments (1,650) (2,572) (2,627) 492 Debt issue cost amortization (585) (648) (1,739) (2,190) Interest and other, net (1,881) (2,216) (6,189) (6,705) Loss before income taxes and cumulative effect adjustment (4,659) (11,151) (10,945) (21,893) Income tax benefit 3,755 7,749 Loss before cumulative effect adjustment (4,659) (7,396) (10,945) (14,144) Proportionate share of affiliate's cumulative effect of accounting change (2,620) Net loss (4,659) (7,396) (10,945) (16,764) Preferred dividends (288) (121) (828) (309) Net loss available to common stockholders $(4,947) $(7,517) $(11,773) $(17,073) Loss per share available to common stockholders, basic and diluted: Loss before cumulative effect adjustment $(1.25) $(2.03) $(3.03) $(3.96) Cumulative effect of accounting change (0.72) Net loss available to common stockholders $(1.25) $(2.03) $(3.03) $(4.68) Weighted average number of shares outstanding, basic and diluted 3,971 3,697 3,890 3,648 Page 2 -----END PRIVACY-ENHANCED MESSAGE-----