<PAGE> p-i UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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)
None
(Former name, former address and former fiscal year, if changed since last
report)
Background Information
This Form 8-K/A is amending and restating in its entirety the Form 8-K filed
by BRC Holdings, Inc. ("BRC") dated November 20, 1996 (the "Original Filing").
In the Original Filing, BRC reported combined revenues and net income for BRC
and The Pace Group, Inc. ("The Pace Group") for the ten months ended October
31, 1996. These results were reported based upon accounting for the September
5, 1996 merger of The Pace Group with a wholly-owned subsidiary of BRC as a
pooling of interests. Subsequent to the Original Filing, BRC filed on a
separate Form 8-K, dated December 15, 1996, a press release announcing its
agreement to divest its election systems business unit. Consequently, BRC's
continued treatment of the merger with The Pace Group as a pooling of interest
is not consistent with Accounting Principles Board Opinion No. 16, "Business
Combinations". Therefore, BRC submits this Current Report on Form 8-K/A to
reflect the combined revenues and net income of BRC and The Pace Group for the
ten months ended October 31, 1996, treating the merger as a purchase for
accounting purposes.
<PAGE> P-2
The Original Filing is amended and restated in its entirety to reflect the
following:
Item 5. Other Events.
On September 5, 1996, BRC consummated the merger of 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 purchase for accounting purposes.
The combined revenues and net loss for BRC and The Pace Group for the ten
months ended October 31, 1996 were as follows:
<PAGE> p-ii (Unaudited, Restated)
Ten months ended
October 31, 1996
Revenues:
BRC . . . . . . . . . . . $119,584,000
The Pace Group. . . . . . 1,697,000
Total . . . . . . . $121,281,000
Net income (loss):
BRC . . . . . . . . . . . $ (3,831,000)
The Pace Group. . . . . . 170,000
Total . . . . . . . $ (3,661,000)
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/A 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".
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: February 24, 1997 [S] J. L. Morrison
J. L. Morrison
President and Chief Operating
Officer
DATE: February 24, 1997 [S] Thomas E. Kiraly
Thomas E. Kiraly
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
