-----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, RfCf+7bNCJ1OB612tfu4yLp4NoKhbtCMNCaZ4Kvp3Fs7Ze9ZChNo1RBkcXr9qfpz uHSzPugrOKMEh/gCNo2q6g== 0000891092-04-005752.txt : 20041130 0000891092-04-005752.hdr.sgml : 20041130 20041130090522 ACCESSION NUMBER: 0000891092-04-005752 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041130 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041130 DATE AS OF CHANGE: 20041130 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: 041173202 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 e19850_6k.txt FORM 8-K 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 Date of Report (Date of earliest event reported): November 30, 2004 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition The information set forth under this Item 2.02 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 November 30, 2004, Bull Run Corporation (the "Company") issued a press release reporting its financial results for the fourth quarter and fiscal year ended August 31, 2004. A copy of the press release is hereby attached as Exhibit 99 and incorporated herein by reference. Item 8.01 Other Events The Company's press release issued on November 30, 2004 also reported that the Company had entered into an agreement to sell assets associated with the Company's discontinued Affinity Events business segment. The transaction is subject to conditions to closing and is expected to close within the next 30 days. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99 - Press Release of Bull Run Corporation issued November 30, 2004 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: November 30, 2004 BULL RUN CORPORATION By: /s/ FREDERICK J. ERICKSON ------------------------- Frederick J. Erickson Vice President - Finance, Chief Financial Officer, Treasurer and Assistant Secretary 2 EX-99.1 2 e19850ex99_1.txt PRESS RELEASE Exhibit 99.1 Bull Run Corporation Announces Fiscal Year Results ATLANTA, Nov. 30 /PRNewswire-FirstCall/ -- Bull Run Corporation (OTC: BULL) today announced a net loss of $14.6 million for its fiscal year ended August 31, 2004, compared to a net loss of $38.0 million for the prior fiscal year. The net loss for the fourth quarter ended August 31, 2004 was $5.5 million, compared to $27.0 million for the comparable period in the prior year. In August 2004, the Company announced that it was discontinuing its Affinity Events business segment to focus on its core, historically-profitable operations, consisting of its Collegiate, Association Management and Printing/Publishing business units. The loss from discontinued operations was $2.8 million in the recently completed quarter, and $7.5 million for the fiscal year ended August 31, 2004. Current fiscal year results were also unfavorably affected by a $3.3 million non-cash goodwill impairment charge. Prior fiscal year results were unfavorably affected by a $30.5 million non- cash goodwill and acquisition intangibles impairment charge and a $5.2 million deferred tax provision to fully reserve the net carrying amount of deferred tax assets, and were favorably affected by a $9.4 million gain on the disposition of investments, net of other non-cash charges associated with investment assets. The Company's operating subsidiary, Host Communications, Inc., generated revenues from continuing operations for the fourth quarter and fiscal year ended August 31, 2004 of $7.2 million and $55.8 million, respectively, compared to $8.5 million and $64.1 million for the fourth quarter and fiscal year ended August 31, 2003, respectively. The decline compared to the prior year was due primarily to the termination of certain of the Company's collegiate contracts at the end of the 2003 fiscal year. The Company has entered into new multi-year contracts for multi-media marketing rights with the University of Arizona and Oklahoma State University which began generating revenue in September 2004, and recently announced a ten-year extension of its multi-media marketing rights agreement with the University of Kentucky. The Company has also recently extended its contract to manage CrossSphere (formerly, the National Tour Association), the nearly 4,000-member global association for the packaged travel industry, for an additional three years though 2007. The Company also recently entered into an agreement to sell assets associated with the Hoop-It-Up 3-on-3 basketball tour and the 3v3 Soccer Shootout tour. These tours were the primary components of the Company's discontinued Affinity Events business segment. The transaction is subject to conditions to closing and is expected to close within the next 30 days. Robert S. Prather, Jr., the Company's President and CEO commented, "With the recent discontinuation and agreement to sell our Events business, we are now poised to focus on our core Collegiate and Association relationships. We are very pleased with what Tom Stultz, our new CEO at HOST, has brought to the Company. Since arriving in August, he has been faced with some tough decisions in order to eliminate losses and reduce overhead costs, while re- establishing key business partner relationships. We are very excited about the addition of our new Collegiate properties and the recent extensions of some key contracts, and we look forward to aggressively pursuing new opportunities with both our existing properties as well as other universities, collegiate conferences and associations." Bull Run, through its wholly-owned operating company, Host Communications, Inc., provides comprehensive sales, marketing, multimedia, special event and convention/hospitality services to NCAA Division I universities and conferences and national/global associations. Bull Run's common stock is quoted on the Pink Sheets ( http://www.pinksheets.com ), a centralized quotation service for OTC securities, using the symbol "BULL". Additional company information and stock quotes are available on the Company's corporate web site at http://www.bullruncorp.com . 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. Summarized financial results for each of the three months and years ended August 31, 2004 and 2003 follow: BULL RUN CORPORATION Comparative Results of Operations (in thousands, except per share amounts) Three Months Ended Year Ended August 31, August 31, 2004 2003 2004 2003 Revenue from services rendered $7,168 $8,546 $55,779 $64,129 Operating costs and expenses: Direct operating costs for services rendered 3,670 5,221 35,699 42,603 Selling, general and administrative 4,784 4,928 18,220 20,397 Amortization and impairment of acquisition intangibles 314 21,316 4,554 22,141 8,768 31,465 58,473 85,141 Loss from operations (1,600) (22,919) (2,694) (21,012) Equity in losses of affiliated companies (51) (204) Loss on issuance of shares by affiliate (2,339) Gain on disposition of investments 17,150 17,150 Reduction in valuation of investments in affiliates (2,562) (5,189) Net change in value of certain derivatives 347 673 1,294 (1,035) Debt issue cost amortization (293) (628) (1,171) (2,367) Interest and other, net (1,162) (2,037) (4,566) (8,226) Pretax loss from continuing operations (2,708) (10,374) (7,137) (23,222) Income tax provision (5,222) (5,222) Loss from continuing operations (2,708) (15,596) (7,137) (28,444) Discontinued operations (2,755) (11,445) (7,474) (9,542) Net loss (5,463) (27,041) (14,611) (37,986) Preferred dividends (579) (321) (2,237) (1,149) Net loss available to common stockholders $(6,042) $(27,362) $(16,848) $(39,135) Loss per share available to common stockholders, basic and diluted: Continuing operations $(0.65) $(3.86) $(2.01) $(7.42) Discontinued operations (0.55) (2.77) (1.60) (2.40) Net loss $(1.20) $(6.63) $(3.61) $(9.82) Weighted average number of common shares outstanding, basic and diluted 5,034 4,129 4,668 3,987 SOURCE Bull Run Corporation -0- 11/30/2004 /CONTACT: Robert S. Prather, Jr., President & Chief Executive Officer, +1-404-266-8333, or Frederick J. Erickson, VP-Finance & Chief Financial Officer, +1-859-226-4376, both of Bull Run Corporation; or Thomas J. Stultz, President & Chief Executive Officer of Host Communications, Inc., +1-859-226-4356/ /Web site: http://www.bullruncorp.com / (BULL) CO: Bull Run Corporation; Host Communications, Inc. ST: Georgia IN: OTC SPT SU: ERN -----END PRIVACY-ENHANCED MESSAGE-----