<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
December 5, 1997
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-1
Item 7. Financial Statements and Exhibits
On November 20, 1997, BRC Holdings, Inc. ("BRC" or the "Company") and its
wholly-owned subsidiary Business Records Corporation consummated the
divestiture of its business of providing goods and services utilized by public
authorities in the conduct of elections. The agreements executed in
connection with this divestiture provided for the sale of the assets and
operations of the election business to two companies: American Information
Systems, Inc. ("AIS") and the Sequoia Pacific Systems division of the Smurfit
Packaging Corporation ("Sequoia"). Pursuant to the Asset Purchase Agreement
executed with AIS, BRC received consideration consisting of $27.8 million in
cash and a $14.1 million promissory note. Under the Asset Purchase Agreement
executed with Sequoia, BRC received a cash payment of $5.4 million. The
specific terms of these agreements have been disclosed in the Current Report
on Form 8-K filed on December 3, 1997.
The Company's pro forma balance sheet as of September 30, 1997 is presented on
the following page to reflect the sale and divestiture as if it had occurred
at that time. No pro forma income statements have been presented since the
operations divested in this transaction were classified as discontinued
operations in the Company's historical financial statements.
<PAGE> P-2
BRC HOLDINGS, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
(Unaudited)
September 30, 1997
Pro Forma
Historical Adjustments Pro Forma
ASSETS
Current assets:
Cash and cash equivalents. . . . . $ 15,148,000 $ 33,233,000(a) $ 48,381,000
Short-term investments . . . . . . 24,067,000 24,067,000
Accounts receivable, net . . . . . 21,980,000 21,980,000
Current portion of installment
and notes receivable . . . . . . 6,237,000 6,237,000
Inventories . . . . . . . . . . . 1,685,000 1,685,000
Deferred tax asset . . . . . . . . 2,637,000 329,000(e) 2,966,000
Other current assets . . . . . . . 2,176,000 2,176,000
Total current assets . . . . . . 73,930,000 33,562,000 107,492,000
Property, plant and equipment. . . 39,936,000 39,936,000
Less accumulated depreciation. . (28,946,000) (28,946,000)
10,990,000 10,990,000
Long-term investments. . . . . . . 34,350,000 34,350,000
Long-term installment and notes
receivable . . . . . . . . . . . 12,819,000 9,149,000(b) 21,968,000
Purchased software and databases,
net. . . . . . . . . . . . . . . 326,000 326,000
Goodwill and intangibles, net. . . 28,140,000 28,140,000
Other assets . . . . . . . . . . . 3,202,000 3,202,000
Net assets of discontinued
operations . . . . . . . . . . . 12,199,000 (12,199,000)(c) ---
Total assets . . . . . . . . . . . $175,956,000 $ 30,512,000 $206,468,000
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable. . . . . . . . . $ 2,503,000 $ 2,503,000
Accrued liabilities . . . . . . . 18,940,000 12,111,000(d) 31,051,000
Current portion of capital lease
obligations. . . . . . . . . . . 336,000 336,000
Total current liabilities. . . . 21,779,000 12,111,000 33,890,000
Long-term capital lease
obligations. . . . . . . . . . . 219,000 219,000
Deferred tax liability . . . . . . 1,792,000 190,000(e) 1,982,000
Shareholders' Equity:
Common stock . . . . . . . . . . . 719,000 719,000
Additional paid-in capital . . . . 80,414,000 80,414,000
Retained earnings. . . . . . . . . 80,494,000 18,211,000(f) 98,705,000
Treasury stock . . . . . . . . . . (9,461,000) (9,461,000)
Total shareholders' equity . . . 152,166,000 18,211,000 170,377,000
Total liabilities and shareholders'
equity . . . . . . . . . . . . . $175,956,000 $ 30,512,000 $206,468,000
<PAGE> P-3
Pro forma Adjustments
The pro forma adjustments related to the pro forma condensed balance sheet
have been estimated based upon the Company's best estimates at this time and
represent adjustments directly attributable to the transaction. With the
exception of cash proceeds recorded in connection with the transaction, all
pro forma adjustments are subject to change pending further evaluation, and
based upon the conclusion of the Company's annual audit for the year ending
December 31, 1997. The explanations for such adjustments are as follows:
(a) Represents the cash proceeds from the divestiture of the Company's
election business unit.
(b) To reflect the discounted value of a $14.1 million promissory note due
from AIS in connection with the divestiture. The discounting of the
promissory note is necessary to reflect liquidity and credit risks
inherent in the note and to more accurately reflect its estimated fair
value. The valuation of the promissory note is a preliminary estimate,
based on information currently available to management, subject to
change pending further analysis of the note.
(c) Represents the disposition of the net assets of the Company's
discontinued election operations.
(d) In connection with the divestiture, the Company has recorded an
estimated income tax payable of $11.3 million and certain accrued
liabilities of $0.8 million. Accrued liabilities include expenses
related to the consummation of the transaction and the transition of
the business including severance and vacation pay pertaining to
employees, legal costs and other estimated transition expenses. The
provision for income taxes was computed assuming a 40% effective tax
rate.
(e) To reflect changes in deferred taxes associated with timing differences
between the Company's tax provision for financial accounting purposes
and the payments estimated to be required for income tax purposes.
(f) To reflect the estimated net after-tax gain associated with the
Company's divestiture of the Election business.
<PAGE> P-4
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: December 5, 1997 /s/Thomas E. Kiraly
Thomas E. Kiraly
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
