<PAGE>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
November 20, 1996
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)
<PAGE> p-ii
Item 5. Other Events.
On September 5, 1996, BRC Holdings, Inc. ("BRC") consummated the merger of The
Pace Group, Inc. ("The Pace Group"), with a wholly-owned subsidiary of BRC.
Under the terms of the agreement, BRC issued 432,835 shares of its common stock
in a tax-free exchange for all of the record and beneficial interests held by
The Pace Group security holders. The Pace Group headquartered in Dallas,
Texas, provides consulting, development and management services to purchasers
and providers of health care services. BRC accounted for the transaction as a
pooling of interests.
The combined revenues and net loss for BRC and The Pace Group for the ten
months ended October 31, 1996 were as follows:
(Unaudited)
Ten months ended
October 31, 1996
Revenues:
BRC . . . . . . . . . . . $119,584,000
The Pace Group. . . . . . 8,054,000
Total . . . . . . . $127,638,000
Net income (loss):
BRC . . . . . . . . . . . $ (3,815,000)
The Pace Group. . . . . . 864,000
Total . . . . . . . $ (2,951,000)
See accompanying Notes.
<PAGE> p-iii
BRC HOLDINGS, INC.
NOTES TO THE COMBINED OPERATING RESULTS
(Unaudited)
1. The combined operating results included herein have been prepared by BRC
Holdings, Inc. (the "Company" or "BRC") without audit. Certain
information and footnote disclosures normally included in financial
statements have been condensed or omitted. These combined operating
results should be read in conjunction with the consolidated condensed
financial statements and related notes contained in the Company's 1996
report on Form 10-Q for the period ended September 30, 1996 and 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 combined operating results contain all adjustments necessary to
present fairly the results of operations of the Company for the ten
months ended October 31, 1996. These adjustments include recurring
accruals and a pro rata portion of certain estimated expenses.
Management believes the procedures followed in preparing these combined
operating results are reasonable under the circumstances, but the accuracy
of the amounts in the operating results 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 results of operations for the ten months ended October 31, 1996 are
not necessarily indicative of the results to be expected for the full
year.
3. Results of operations for the ten months ended October 31, 1996 include
a $15,266,000 pre-tax charge to earnings, primarily associated with the
write-off of goodwill and other intangible assets of the Company's
"HealthSource" technology outsourcing business unit within its Health Care
division. The charge was determined in accordance with Statement of
Financial Accounting Standards No. 121, "Accounting for Long-lived Assets"
("SFAS No. 121"). The charge was a result of the cancellation of certain
customer contracts with the Sisters of Providence Health System.
<PAGE> p-iv
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: November 20, 1996 J. L. Morrison
President and Chief Operating Officer
DATE: November 20, 1996 Thomas E. Kiraly
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
