-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rcGN/EXx9IffE/2SQUOgOxCn1rlHTqCIgqefJzeKGRNad4vT+4OZN+M1cMnEGppl Y6ftyutpRrGeP4BzPjeWsg== 0000950168-95-000506.txt : 19950613 0000950168-95-000506.hdr.sgml : 19950613 ACCESSION NUMBER: 0000950168-95-000506 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950329 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950612 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BULL RUN CORP CENTRAL INDEX KEY: 0000319697 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 911117599 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-09385 FILM NUMBER: 95546460 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/A 1 DATASOUTH--BULL RUN 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A-1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 29, 1995 BULL RUN CORPORATION (Exact name of registrant as specified in its charter) GEORGIA 0-9385 91-1117599 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 4370 PEACHTREE ROAD, N.E., ATLANTA, GEORGIA 30319 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (404) 266-8333 N/A (Former name or former address, if changed since last report.) Page 1 of 23 pages Item 7 of Form 8-K is hereby amended as follows: Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired See the Index to Financial Information following the signature page hereto. (b) Pro Forma Financial Information See the Index to Financial Information following the signature page hereto. 2 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: June 9, 1995 BULL RUN CORPORATION By: /s/ Frederick J. Erickson Frederick J. Erickson Vice President - Finance, Chief Financial Officer, Treasurer and Assistant Secretary 3 INDEX TO FINANCIAL STATEMENTS Audited Financial Statements of Capital Sports Properties, Inc. as of and for the years ended December 31, 1994 and 1993, and the period from December 8, 1992 (inception) to December 31, 1992 . . F-2 Financial Statements of Capital Sports Properties, Inc. as of and for the three months ended March 31, 1995 (Unaudited) . . . . . . . F-11 Pro Forma Condensed Consolidated Statements of Operations of Bull Run Corporation (Unaudited) . . . . . . . . . . . . . . . . . F-19 F-1 CAPITAL SPORTS PROPERTIES, INC. (formerly HCI Acquisition Corporation) Financial Statements Years Ended December 31, 1994 and 1993 and For the Period December 8, 1992 (inception) to December 31, 1992 (With Independent Auditors' Report Thereon) F-2 Independent Auditors' Report The Board of Directors Capital Sports Properties, Inc.: We have audited the accompanying balance sheets of Capital Sports Properties, Inc. (formerly HCI Acquisition Corporation) as of December 31, 1994 and 1993, and the related statements of earnings, changes in stockholders' equity and cash flows for the years then ended and for the period from December 8, 1992 (inception) to December 31, 1992. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Capital Sports Properties, Inc. as of December 31, 1994 and 1993, and the results of its operations and its cash flows for the years then ended and for the period from December 8, 1992 (inception) to December 31, 1992 in conformity with generally accepted accounting principles. /s/ KPMG Peat Marwick LLP June 9, 1995 F-3 CAPITAL SPORTS PROPERTIES, INC. (formerly HCI Acquisition Corporation) Balance Sheets December 31, 1994 and 1993 Assets 1994 1993 Investments (note 3) $ 5,000,000 5,000,000 Accrued dividends receivable (note 3) 817,534 417,534 $ 5,817,534 5,417,534 Liabilities and Stockholders' Equity Accrued income taxes $ 48,838 23,834 Deferred income taxes (notes 2 and 5) 8,557 5,475 Total liabilities 57,395 29,309 Stockholders' equity (note 4): Common stock 1 1 Additional paid-in capital 4,999,999 4,999,999 Retained earnings 760,139 388,225 Total stockholders' equity 5,760,139 5,388,225 $ 5,817,534 5,417,534 See accompanying notes to financial statements. F-4 CAPITAL SPORTS PROPERTIES, INC. (formerly HCI Acquisition Corporation) Statements of Earnings Years Ended December 31, 1994 and 1993 and Period from December 8, 1992 (inception) to December 31, 1992 1994 1993 1992 Dividends (notes 2 and 3) $ 400,000 400,000 17,534 Earnings before income taxes 400,000 400,000 17,534 Income taxes (notes 2 and 5) (28,086) (28,117) (1,192) Net earnings $ 371,914 371,883 16,342 See accompanying notes to financial statements. F-5 CAPITAL SPORTS PROPERTIES, INC. (formerly HCI Acquisition Corporation) Statements of Changes in Stockholders' Equity Years Ended December 31, 1994 and 1993 and Period from December 8, 1992 (inception) to December 31, 1992 Common Additional Retained Stock Paid-in Capital Earnings Total Issue of stock $1 4,999,999 -- 5,000,000 Net earnings -- -- 16,342 16,342 Balance at December 31, 1992 1 4,999,999 16,342 5,016,342 Net earnings -- -- 371,883 371,883 Balance at December 31, 1993 1 4,999,999 388,225 5,388,225 Net earnings -- -- 371,914 371,914 Balance at December 31, 1994 $1 4,999,999 760,139 5,760,139 See accompanying notes to financial statements. F-6 CAPITAL SPORTS PROPERTIES, INC. (formerly HCI Acquisition Corporation) Statements of Cash Flows Years Ended December 31, 1994 and 1993 and Period from December 8, 1992 (inception) to December 31, 1992
1994 1993 1992 Cash flows from operating activities: Net earnings $ 371,914 371,883 16,342 Adjustments to reconcile net earnings to net cash: Accrued dividends receivable (400,000) (400,000) (17,534) Accrued income taxes 25,004 23,834 -- Increase in deferred income taxes 3,082 4,283 1,192 Cash provided by operating activities -- -- -- Cash flows from investing activities: Purchase of investments -- -- (5,000,000) Cash used in investing activities -- -- (5,000,000) Cash flows from financing activities: Issue of stock -- -- 5,000,000 Cash provided by financing activities -- -- 5,000,000 Net increase in cash -- -- -- Cash at beginning of year -- -- -- Cash at end of year $ -- -- -- Supplemental disclosures of cash flow information: Interest paid $ -- -- -- Taxes paid $ -- -- --
See accompanying notes to financial statements. F-7 CAPITAL SPORTS PROPERTIES, INC. (formerly HCI Acquisition Corporation) Notes to Financial Statements December 31, 1994 and 1993 (1) Organization and Description of Business Capital Sports Properties, Inc. (the "Company"), a Delaware corporation, was incorporated on December 8, 1992 as HCI Acquisition Corporation. The Company's name was changed to Capital Sports Properties, Inc. on May 18, 1993. The Company holds an investment in Host Communications, Inc. which provides media and marketing services to universities, athletic conferences, and the National Collegiate Athletic Association. (2) Summary of Significant Accounting Policies Investments The Company accounts for its investment in Host Communications, Inc. on the cost method. Losses are recognized, if appropriate, for any decline in value which is considered other than temporary. Revenue Recognition Dividends on the Company's preferred stock investment are recognized on the accrual basis of accounting. Taxes The Company has entered into a tax sharing agreement with General Electric Capital Corporation ("GE Capital") (see note 4), whereby General Electric Company, the ultimate parent of GE Capital, files a consolidated U.S. federal income tax return which includes the Company. The provisions for estimated taxes payable include the effect of the Company on the consolidated return. (3) Investments On December 15, 1992, the Company acquired 50,000 shares of Series B Cumulative Preferred Stock ("Preferred Stock") issued by Host Communications, Inc. ("Host") and detachable warrants to purchase 447,002 shares of common stock of Host ("Warrants"). F-8 CAPITAL SPORTS PROPERTIES, INC. (formerly HCI Acquisition Corporation) Notes to Financial Statements The Preferred Stock pays an annual dividend of $8.00 per share as declared by Host's Board of Directors. Host may redeem the Preferred Stock at any time, at a price of $100 per share plus a stated premium and if not before, face mandatory redemption on December 15, 1999 for $7,800,000, including cumulative dividends if none have been paid as of that date. The Warrants allow the Company to purchase one share of common stock per warrant at a price of $0.01 per share. The Warrants were exercisable upon issuance by Host and expire on December 15, 2002. The Company may require Host to redeem the Warrants after the earlier of December 15, 1997 or 18 months after an initial public offering of Host's common stock. The fair value of the Preferred Stock, including the Warrants is estimated at $19,326,000 at December 31, 1994. (4) Stockholders' Equity On December 8, 1992 the Company authorized 200 shares of common stock, $0.01 par value per share. On December 15, 1992 the Company issued 88 shares of common stock to GE Capital, and 12 shares of common stock to other investors at $50,000 per share. At December 31, 1994 and 1993 the Company had 100 shares of common stock issued and outstanding. On March 29, 1995, Bull Run Corporation purchased 44 shares of common stock from GE Capital and 6 shares of common stock from the other investors. (5) Income Taxes 1994 1993 1992 Earnings before taxes $ 400,000 400,000 17,534 Federal tax at statutory rate $ 140,000 140,000 5,962 Dividends received deduction (112,000) (112,000) (4,770) Change in income tax rate -- 35 -- Other 86 82 -- Tax expense $ 28,086 28,117 1,192 F-9 CAPITAL SPORTS PROPERTIES, INC. (formerly HCI Acquisition Corporation) Notes to Financial Statements Current and deferred tax provisions were as follows: 1994 1993 1992 Current: Federal $ 25,004 23,834 -- State and local -- -- -- 25,004 23,834 -- Deferred: Federal 3,082 4,283 1,192 State and local -- -- -- 3,082 4,283 1,192 Total $ 28,086 28,117 1,192 F-10 CAPITAL SPORTS PROPERTIES, INC. Financial Statements Three Months Ended March 31, 1995 (Unaudited) F-11 CAPITAL SPORTS PROPERTIES, INC. Balance Sheet March 31, 1995 (Unaudited) Assets Investments (note 3) $ 5,000,000 Accrued dividends receivable (note 3) 917,534 $ 5,917,534 Liabilities and Stockholders' Equity Accrued income taxes $ 55,088 Deferred income taxes (notes 2 and 5) 9,307 Total liabilities 64,395 Stockholders' equity (note 4): Common stock 1 Additional paid-in capital 4,999,999 Retained earnings 853,139 Total stockholders' equity 5,853,139 $ 5,917,534 See accompanying notes to financial statements. F-12 CAPITAL SPORTS PROPERTIES, INC. Statement of Earnings Three Months Ended March 31, 1995 (Unaudited) Dividends (notes 2 and 3) $ 100,000 Earnings before income taxes 100,000 Income taxes (notes 2 and 5) (7,000) Net earnings $ 93,000 See accompanying notes to financial statements. F-13 CAPITAL SPORTS PROPERTIES, INC. Statement of Changes in Stockholders' Equity Three Months Ended March 31, 1995 (Unaudited) Common Additional Retained Stock Paid-in Capital Earnings Total Balance at December 31, 1994 $ 1 4,999,999 760,139 5,760,139 Net earnings -- -- 93,000 93,000 Balance at March 31, 1995 $ 1 4,999,999 853,139 5,853,139 See accompanying notes to financial statements. F-14 CAPITAL SPORTS PROPERTIES, INC. Statement of Cash Flows Three Months Ended March 31, 1995 (Unaudited) Cash flows from operating activities: Net earnings $ 93,000 Adjustments to reconcile net earnings to net cash: Accrued dividends receivable (100,000) Accrued income taxes 6,250 Increase in deferred income taxes 750 Cash provided by operating activities -- Net increase in cash -- Cash at beginning of year -- Cash at end of year $ -- Supplemental disclosures of cash flow information: Interest paid $ -- Taxes paid $ -- See accompanying notes to financial statements. F-15 CAPITAL SPORTS PROPERTIES, INC. Notes to Financial Statements March 31, 1995 (Unaudited) (1) Organization and Description of Business Capital Sports Properties, Inc. (the "Company"), a Delaware corporation, was incorporated on December 8, 1992 as HCI Acquisition Corporation. The Company's name was changed to Capital Sports Properties, Inc. on May 18, 1993. The Company holds an investment in Host Communications, Inc. which provides media and marketing services to universities, athletic conferences, and the National Collegiate Athletic Association. (2) Summary of Significant Accounting Policies Investments The Company accounts for its investment in Host Communications, Inc. on the cost method. Losses are recognized, if appropriate, for any decline in value which is considered other than temporary. Revenue Recognition Dividends on the Company's preferred stock investment are recognized on the accrual basis of accounting. Taxes The Company has entered into a tax sharing agreement with General Electric Capital Corporation ("GE Capital") (see note 4), whereby General Electric Company, the ultimate parent of GE Capital, files a consolidated U.S. federal income tax return which includes the Company. The provisions for estimated taxes payable include the effect of the Company on the consolidated return. (3) Investments On December 15, 1992, the Company acquired 50,000 shares of Series B Cumulative Preferred Stock ("Preferred Stock") issued by Host Communications, Inc. ("Host") and detachable warrants to purchase 447,002 shares of common stock of Host ("Warrants"). F-16 CAPITAL SPORTS PROPERTIES, INC. Notes to Financial Statements The Preferred Stock pays an annual dividend of $8.00 per share as declared by Host's Board of Directors. Host may redeem the Preferred Stock at any time, at a price of $100 per share plus a stated premium and if not before, face mandatory redemption on December 15, 1999 for $7,800,000, including cumulative dividends if none have been paid as of that date. The Warrants allow the Company to purchase one share of common stock per warrant at a price of $0.01 per share. The Warrants were exercisable upon issuance by Host and expire on December 15, 2002. The Company may require Host to redeem the Warrants after the earlier of December 15, 1997 or 18 months after an initial public offering of Host's common stock. The fair value of the Preferred Stock, including the Warrants is estimated at $19,326,000 at March 31, 1995. (4) Stockholders' Equity On December 8, 1992 the Company authorized 200 shares of common stock, $0.01 par value per share. On December 15, 1992 the Company issued 88 shares of common stock to GE Capital, and 12 shares of common stock to other investors at $50,000 per share. At March 31, 1995 the Company had 100 shares of common stock issued and outstanding. On March 29, 1995, Bull Run Corporation purchased 44 shares of common stock from GE Capital and 6 shares of common stock from the other investors. (5) Income Taxes Earnings before taxes $ 100,000 Federal tax at statutory rate $ 35,000 Dividends received deduction (28,000) Tax expense $ 7,000 F-17 CAPITAL SPORTS PROPERTIES, INC. Notes to Financial Statements Current and deferred tax provisions were as follows: Current: Federal $ 6,250 State and local -- 6,250 Deferred: Federal 750 State and local -- 750 Total $ 7,000 F-18 BULL RUN CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) The following unaudited pro forma condensed consolidated statements of operations presents the consolidated statements of operations of Bull Run Corporation ("Bull Run") for the three months ended March 31, 1995 and for the year ended December 31, 1994, as if Bull Run had acquired its investment in Capital Sports Properties, Inc. ("CSP") at the beginning of the fiscal year ended December 31, 1994. The unaudited pro forma condensed consolidated statements of operations of Bull Run also reflect the impact of Bull Run's merger with Datasouth Computer Corporation effective November 29, 1994 as if the merger had occurred at the beginning of the year ended December 31, 1994, and the pro forma impact of the acquisitions since January 1, 1994 of Datasouth's investee, Gray Communications Systems, Inc. ("Gray"). No unaudited pro forma condensed consolidated balance sheet is presented herein since the investment in CSP has already been reflected in Bull Run's consolidated balance sheet as of March 31, 1995. The pro forma condensed consolidated statements of operations should be read in conjunction with the historical financial statements and related notes thereto of Bull Run, which are contained in Bull Run's Quarterly Report on Form 10-QSB for the period ended March 31, 1995 and Annual Report on Form 10-KSB for the year ended December 31, 1994, and the financial statements of CSP included herein. The unaudited pro forma financial information is provided for comparative purposes only, and does not purport to be indicative of the results that actually would have been obtained if the acquisition had been effected on the dates indicated or of those results that may be obtained in the future.
Three Months Ended March 31, 1995 Historical Pro Forma Bull Run Adjustments Pro Forma Revenue from printer operations . . . . . . . . . $ 7,439 $ $ 7,439 Cost of goods sold . . . . . . . . . . . . . . . 5,161 5,161 Gross profit . . . . . . . . . . . . . . . . 2,278 2,278 Other operating revenue . . . . . . . . . . . . . 84 84 Operating expenses . . . . . . . . . . . . . . . (1,831) (1,831) Income from operations . . . . . . . . . . . 531 531 Other income (expense): Equity in earnings of affiliates . . . . . . . 21 (a) 46 67 Interest, net . . . . . . . . . . . . . . . . . (70)(b) (218) (288) Income (loss) before income taxes . . . . . 482 (172) 310 Income tax (provision) benefit . . . . . . . . . (215)(c) 66 (149) Net income (loss) . . . . . . . . . . . . . $ 267 $ (106) $ 161 Earnings per share . . . . . . . . . . . . . . . $ .01 $ .01 Average number of shares outstanding . . . . . . 23,071 23,071
(Amounts in 000's except earnings per share) See notes to pro forma financial information on the next page. F-19 (a) Adjustment to equity in earnings of affiliates to reflect Bull Run's pro forma equity in the earnings of CSP. (b) Adjustment to interest expense to reflect pro forma effects of financing Bull Run's investment in CSP, assuming an average interest rate of 8.5%. (c) Adjustment to the income tax provision to reflect the tax effect of pro forma adjustments to Bull Run's equity in earnings of CSP and Bull Run's interest expense.
Year Ended December 31, 1994 Historical Pro Forma Pro Forma Pro Forma Bull Run Adjustments Bull Run Adjustments Pro Forma Revenue from printer operations . . . . . $ 2,751 (a)$18,995 $21,746 $ $21,746 Cost of goods sold . . . . . . . . . . . 1,853 (a) 13,336 15,189 15,189 Gross profit . . . . . . . . . . . . 898 5,659 6,557 6,557 Other operating revenue . . . . . . . . . 323 323 323 Operating expenses . . . . . . . . . . . (1,174) (a) (4,873) (6,047) (6,047) Income from operations . . . . . . . 47 786 833 833 Other income (expense): Equity in earnings of affiliates . . . 266 (a) (29) 237 (b) 186 423 Interest, net . . . . . . . . . . . . (11) (a) (148) (159)(c) (892) (1,051) Income (loss) before income taxes . 302 609 911 (706) 205 Income tax (provision) benefit . . . . . (86) (a) (159) (245)(d) 141 (104) Net income (loss) . . . . . . . . . $ 216 $ 450 $ 666 $ (565) $ 101 Earnings per share . . . . . . . . . . . $ .02 $ .03 $ .00 Average number of shares outstanding . . 13,534 (a) 8,602 22,136 22,136
(Amounts in 000's except earnings per share) (a) Adjustments to reflect the pro forma effects of the merger of Datasouth into a wholly-owned subsidiary of Bull Run, as follows: - Consolidation of Datasouth's results of operations; - Elimination of Bull Run's pre-merger equity in earnings of Datasouth of $(294); - Elimination of Datasouth's merger expenses of $338; - Amortization of goodwill recognized as a result of the merger of $(270); - Adjustment to Datasouth's equity in earnings of Gray of $(111) as a result of the pro forma effects of Gray's acquisitions; - Adjustment to Bull Run's consolidated income tax provision of $(159) to reflect the merger and pro forma adjustments related to the merger; - Adjustment to average number of shares outstanding to reflect the issuance of Bull Run common stock in connection with the merger. (b) Adjustment to Bull Run's equity in earnings of affiliates to reflect Bull Run's pro forma equity in the earnings of CSP. (c) Adjustment to interest expense to reflect pro forma effects of financing Bull Run's investment in CSP, assuming an average interest rate of 8.5%. (d) Adjustment to the income tax provision to reflect the tax effect of pro forma adjustments to Bull Run's equity in earnings of CSP and interest expense. F-20 -----END PRIVACY-ENHANCED MESSAGE-----