<PAGE> P-i
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
Form 10-Q
/X/QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended March 31, 1998
OR
/ /Transition Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
For the Transition Period From ___________ To ___________
Commission File Number 0-8615
BRC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1533071
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1111 West Mockingbird Lane, Suite 1400, Dallas, Texas 75247
(Address of principal executive including zip code)
Registrant's telephone number, including area code (214) 688-1800
None
Former name, former address and former fiscal year, if changed since last
report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at March 31, 1998
Common Stock 14,153,228
$.10 Par Value
<PAGE>P-ii
BRC HOLDINGS, INC.
INDEX
PAGE
Part I. Financial Information (Unaudited)
Consolidated Condensed Balance
Sheets - March 31, 1998 and
December 31, 1997 1
Consolidated Condensed Statements of
Income - Three Months Ended March 31,
1998 and 1997 2
Consolidated Statements of Shareholders'
Equity - March 31, 1998 3
Consolidated Condensed Statements of
Cash Flows - Three Months Ended March 31,
1998 and 1997 4
Notes to Consolidated Condensed Financial
Statements 5
Management's Discussion and Analysis 8
<PAGE>P-1
PART I. FINANCIAL INFORMATION
BRC HOLDINGS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
March 31, December 31,
1998 1997
ASSETS
Current assets:
Cash and cash equivalents. . . . . . . $ 2,126,000 $ 6,464,000
Short-term investments . . . . . . . . 37,475,000 25,084,000
Accounts receivable, net . . . . . . . 25,088,000 21,094,000
Current portion of installment and
notes receivable. . . . . . . . . . . 5,975,000 5,539,000
Inventories (Note 3) . . . . . . . . . 1,580,000 1,585,000
Deferred tax asset . . . . . . . . . . 4,496,000 4,623,000
Other current assets . . . . . . . . . 4,632,000 3,277,000
Total current assets . . . . . . . . 81,372,000 67,666,000
Property, plant and equipment. . . . . 38,081,000 39,268,000
Less accumulated depreciation . . . . (26,952,000) (28,084,000)
11,129,000 11,184,000
Long-term investments. . . . . . . . . 58,992,000 77,833,000
Long-term installment and notes
receivable . . . . . . . . . . . . . 18,481,000 19,398,000
Purchased software and databases, net. 1,529,000 151,000
Goodwill and intangibles, net. . . . . 26,914,000 22,867,000
Other assets . . . . . . . . . . . . . 2,872,000 3,011,000
Total assets . . . . . . . . . . . . . $201,289,000 $202,110,000
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable. . . . . . . . . . . $ 2,273,000 $ 2,671,000
Accrued liabilities . . . . . . . . . 20,473,000 18,692,000
Accrued income taxes. . . . . . . . . 1,538,000 11,148,000
Current portion of capital lease
obligations. . . . . . . . . . . . . 308,000 304,000
Total current liabilities. . . . . . 24,592,000 32,815,000
Long-term capital lease obligations. . 79,000 144,000
Deferred tax liability . . . . . . . . 1,650,000 1,723,000
Shareholders' Equity:
Common stock . . . . . . . . . . . . . 728,000 719,000
Additional paid-in capital . . . . . . 84,155,000 80,414,000
Retained earnings. . . . . . . . . . . 96,856,000 94,397,000
Treasury stock (Note 6). . . . . . . . (6,771,000) (8,102,000)
Total shareholders' equity . . . . . 174,968,000 167,428,000
Total liabilities and shareholders'
equity . . . . . . . . . . . . . . . $201,289,000 $202,110,000
See accompanying Notes to the Consolidated Condensed Financial Statements.
<PAGE>P-2
BRC HOLDINGS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended March 31,
1998 1997
Revenues . . . . . . . . . . . . . . $ 28,201,000 $ 25,379,000
Cost of products and services. . . . 20,896,000 18,019,000
Selling, general and administrative. 5,733,000 5,218,000
26,629,000 23,237,000
Operating profit . . . . . . . . . . 1,572,000 2,142,000
Interest income, net . . . . . . . . 2,284,000 957,000
Income from continuing operations
before income taxes . . . . . . . . 3,856,000 3,099,000
Income taxes . . . . . . . . . . . . 1,541,000 1,233,000
Income from continuing operations. . 2,315,000 1,866,000
Income (loss) from discontinued
operations (Note 5) (net of income
taxes of $(30,000) in 1997 and
606,000 in 1996). . . . . . . . . . 46,000 (787,000)
Net income . . . . . . . . . . . . . $ 2,361,000 $ 1,079,000
Earnings per share (Note 7):
Primary:
Income from continuing operations. $ .17 $ .13
Income (loss) from discontinued
operations. . . . . . . . . . . . --- (.05)
$ .17 $ .08
Average shares. . . . . . . . . . . 14,017,000 14,311,000
Diluted:
Income from continuing operations. $ .16 $ .12
Income (loss) from discontinued
operations. . . . . . . . . . . . --- (.05)
$ .16 $ .07
Average shares. . . . . . . . . . . 14,346,000 14,636,000
Cash dividends per share . . . . . . $ --- $ ---
See accompanying Notes to the Consolidated Condensed Financial Statements.
<PAGE>P-3
BRC HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Common Additional
Stock $.10 Paid-In Retained Treasury
par Value Capital Earnings Stock
<S> <C> <C> <C> <C>
Balance at December 31, 1996 $ 716,000 $79,375,000 $74,105,000 $ ---
Net income. . . . . . . . . . --- --- 20,250,000 ---
Purchase of common stock for.
treasury . . . . . . . . . . --- --- --- (10,225,000)
Exercise of stock options . . 3,000 845,000 (154,000) 2,123,000
Stock option tax benefits . . --- 194,000 196,000 ---
Balance at December 31, 1997 719,000 80,414,000 94,397,000 (8,102,000)
Net income. . . . . . . . . . --- --- 2,361,000 ---
Exercise of stock options . . --- --- (13,000) 1,331,000
Stock option tax benefits . . --- --- 111,000 ---
Stock issued for acquisition.
(Note 4). . . . . . . . . . 9,000 3,741,000 --- ---
Balance at March 31, 1998 $ 728,000 $84,155,000 $96,856,000 $ (6,771,000)
</TABLE>
<PAGE>P-4
BRC HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . $ 2,361,000 $ 1,079,000
Adjustments to reconcile net income to net
cash provided by continuing operations:
Loss (income) from discontinued operations . . . (46,000) 787,000
Depreciation . . . . . . . . . . . . . . . . . . 1,228,000 1,359,000
Amortization . . . . . . . . . . . . . . . . . . 588,000 642,000
Amortization of bond discount. . . . . . . . . . (158,000) (166,000)
Loss on sale of assets . . . . . . . . . . . . . 47,000 258,000
Deferred income tax. . . . . . . . . . . . . . . . 55,000 85,000
Changes in assets and liabilities:
Accounts receivable. . . . . . . . . . . . . . . 194,000 (1,504,000)
Inventories. . . . . . . . . . . . . . . . . . . 4,000 138,000
Other assets . . . . . . . . . . . . . . . . . . (862,000) 617,000
Accounts payable . . . . . . . . . . . . . . . . (512,000) (342,000)
Other liabilities. . . . . . . . . . . . . . . . 1,219,000 1,658,000
Net cash provided by continuing operations . . . . 4,118,000 4,611,000
Net cash provided by discontinued operations . . . 46,000 3,036,000
Cash used for payment of taxes on divestiture. . (12,482,000) ---
Net cash provided by (used in) operating activities. (8,318,000) 7,647,000
Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . . . . (959,000) (870,000)
Capital expenditures of discontinued operations. . --- (24,000)
Purchase of investments. . . . . . . . . . . . . . (1,215,000) (19,302,000)
Redemption of investments. . . . . . . . . . . . . 7,263,000 7,904,000
Acquired business (Note 4) . . . . . . . . . . . . (3,441,000) ---
Additions to installment receivables . . . . . . . (78,000) (616,000)
Proceeds from installment receivables. . . . . . . 1,088,000 1,203,000
Net cash provided by (used in) investing activities. 2,658,000 (11,750,000)
Cash flows from financing activities:
Principal payments on capital leases . . . . . . . 4,000 (106,000)
Issuance of common stock . . . . . . . . . . . . . 1,318,000 848,000
Purchases of treasury stock. . . . . . . . . . . . --- (3,272,000)
Net cash provided by (used in) financing activities. 1,322,000 (2,530,000)
Decrease in cash and cash equivalents. . . . . . . . (4,338,000) (6,588,000)
Cash and cash equivalents at beginning of period . . $ 6,464,000 $ 7,089,000
Cash and cash equivalents at end of period . . . . . $ 2,126,000 $ 501,000
</TABLE>
Supplemental disclosures -- Cash payments during the first three months of 1998
for income taxes and interest were $10,767,000 and $61,000, respectively. Cash
payments (receipts) during the first three months of 1997 for income taxes and
interest were $(115,000) and $3,000, respectively.
See accompanying Notes to the Consolidated Condensed Financial Statements.
<PAGE>P-5
BRC HOLDINGS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. The interim consolidated condensed financial statements included herein
have been prepared by BRC Holdings, Inc. (the "Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in financial statements have been condensed or omitted pursuant
to such rules and regulations. These consolidated condensed financial
statements should be read in conjunction with the consolidated financial
statements and related notes contained in the Company's 1997 annual report
on Form 10-K. In the opinion of management, the consolidated condensed
financial statements contain all adjustments necessary to present fairly
the financial position as of March 31, 1988 and the results of operations
and cash flows for the three months ended March 31, 1998 and 1997. These
adjustments include recurring accruals and a pro rata portion of certain
estimated expenses. The results of operations for the three months ended
March 31, 1998 are not necessarily indicative of the results to be
expected for the full year. Management believes that the procedures
followed in preparing these consolidated condensed financial statements
are reasonable under the circumstances, but the accuracy of the amounts in
the financial statements are in some respects dependent upon facts that
will exist and procedures that will be performed by the Company later in
the fiscal year.
Revenue Recognition - In October 1997, Statement of Position 97-2,
"Software Revenue Recognition" ("SOP 97-2") was issued and addresses
software revenue recognition matters primarily from a conceptual level
and does not include specific implementation guidance. SOP 97-2
supersedes SOP 97-1 and is effective for transactions entered into for
fiscal years beginning after December 15, 1997. However, on March 31,
1998, Statement of Position 98-4 ("SOP 98-4") was issued, which defers
for one year the effective date of certain provisions of SOP 97-2. The
Company believes it is currently in compliance with the standard
established by SOP 97-2.
Comprehensive Income - In June 1997, Statement of Financial Accounting
Standards No. 130, "Comprehensive Income" was issued. This statement was
adopted by the Company effective January 1, 1998. The Company has no
comprehensive income to report for the periods presented. The Company
will show any future comprehensive income amounts as a component of the
Consolidated Statements of Shareholder's Equity.
2. The provision for income tax is based on the estimated annual rate.
Certain reclassifications of the March 31, 1998 balances between current
income tax and deferred income tax may be necessary at year end to reflect
the annual computation of differences between book and tax income.
3. Inventories consist of the following:
March 31, December 31,
1998 1997
Finished goods. . . . . . . $ 1,360,000 $ 1,438,000
Raw materials and supplies. 220,000 147,000
Net inventories . . . . . . $ 1,580,000 $ 1,585,000
<PAGE>P-6
4. On February 28, 1998, a subsidiary of the Company purchased the assets and
operations of MIDS, Inc. ("MIDS"), a Tucson, Arizona-based provider of
specialized case management and quality measurement software and related
services for the healthcare industry. MIDS was purchased for $3.4 million
in cash and $3.8 million in common stock. In connection with the
purchase, the Company recorded $4.6 million in goodwill which will be
amortized over 25 years. MIDS had annual revenues of approximately $5.4
million in 1997.
5. On November 20, 1997, the Company consummated its sale of the assets of
its election business to Election Systems and Software, Inc. ("ES&S") a
privately-held information systems company headquartered in Omaha,
Nebraska. As a result of the sale, the Company entered into transition
agreements to operate the Berkeley, California and Rockford, Illinois
facilities for a maximum period of two years. Under its agreements, BRC
is to be reimbursed for costs it incurs during these transition periods.
Accordingly, the Company has continued to reflect the activity of these
operations as a discontinued operation. The Company had no material net
assets of discontinued operations as of March 31, 1998.
As contingent compensation for the sale of the business, and as a part of
the foregoing transactions, the Company may receive a commission of up to
$2.0 million associated with the sale of computerized vote tabulation
equipment to a specific customer account by April 30, 1999. In addition,
the Company was granted the right to act as a sales representative with
respect to sales of certain election equipment to jurisdictions within the
continent of Africa for a period not to exceed seventy-five months from
December 31, 1997. Given the uncertainty as to the outcome of activities
related to these retained rights, it cannot be ascertained whether the
Company will receive any future amounts related thereto.
6. During 1997, the Company repurchased 255,000 shares of its common stock,
in open market transactions, at an average price of $33.53 per share, and
50,000 shares of its common stock in a privately negotiated purchase at
$33.50 per share. During 1998 and 1997, common stock was issued from
treasury upon exercise of 39,841 and 64,496 employee stock options,
respectively. In connection with these exercise transactions, the
difference between the aggregate option exercise proceeds and the
Company's basis in the treasury stock of $12,752 and $154,000 was charged
to retained earnings during the first quarter of 1998 and for the year
ended December 31, 1997, respectively. At March 31, 1998, the Company
reflected treasury stock of $6,771,000.
7. The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings per Share" ("SFAS 128") which establishes standards for
computing and presenting earnings per share ("EPS"). This statement
requires dual presentation of basic and diluted EPS on the face of the
income statement for entities with complex capital structures and requires
a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS
computation. Basic EPS excludes the effect of potentially dilutive
securities while diluted EPS reflects the potential dilution that would
occur if securities or other contracts to issue common stock were
exercised, converted into or resulted in the issuance of common stock. In
addition, the statement requires restatement of all prior-period EPS data.
As such, EPS figures for 1997 have been restated.
<PAGE>P-7
The following sets forth the weighted-average number of shares outstanding
computation:
Basic EPS
Basic EPS data was calculated using the number of weighted-average shares
outstanding of 14,017,000 and 14,311,000 for March 31, 1998 and 1997,
respectively. Basic EPS is calculated by dividing net income by the
weighted-average number of shares outstanding.
Diluted EPS
March 31,
1998 1997
Weighted-average shares. . . . . . 14,017,000 14,311,000
Incremental shares from assumed
conversions of stock options . . 329,000 325,000
Adjusted weighted-average shares . 14,346,000 14,636,000
On March 3, 1998, the Board of Directors of the Company voted to issue a
100% common stock dividend to shareholders of record on March 20, 1998.
The distribution date for the common stock was April 6, 1998. As a
result, 1997 weighted-average shares and EPS data have been retroactively
restated.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General Considerations
Except for the historical information contained herein, the matters discussed
may include forward-looking statements which involve risks and uncertainties.
The Company's actual results may differ materially from those discussed in the
forward-looking statements. Potential risks and uncertainties include market
responses to pricing, competitive factors and pricing pressures, changes in
product and service mix required by the Company's customers, results of
litigation, the timely development and acceptance of new products and services,
changes in customer preferences, inventory risks due to shifts in market demand
and costs and liabilities associated with the compliance of the Company
provided computer software and hardware with the Year 2000 date convention.
Consequently, the actual results realized by the Company could differ
materially from the statements made herein.
Discontinued Operations
On November 20, 1997, 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.
In connection with the divestiture, the Company agreed to operate its Berkeley,
California and Rockford, Illinois facilities for the benefit of the acquirers
through transition periods potentially extending to November 1999.
Accordingly, the Company has continued to reflect the activity of these
operations as a discontinued operation during the periods ended December 31,
1997 and March 31, 1998. See Note 5 to the unaudited consolidated condensed
financial statements.
<PAGE>P-8
Revenues from election products and services constituted approximately 1% of
the Company's combined revenues from continuing and discontinued operations
during the first quarter of 1998, as compared to 15% of such revenues during
the first quarter of 1997.
Acquisitions
In February, 1998, the Company's wholly-owned subsidiary, The Pace Group,
acquired the assets and operations of MIDS, Inc. ("MIDS") for $7.2 million.
MIDS is a Tucson, Arizona-based provider of specialized case management and
quality measurement software and related services for the healthcare industry.
MIDS had revenues of approximately $5.4 million in 1997. The purchase price
consisted of $3.4 million in cash and $3.8 million in the Company's common
stock. See Note 5 to the unaudited consolidated condensed financial
statements.
Other Considerations
The Company believes that the successful completion of its various efforts to
become Year 2000 compliant by the year 2000 is largely dependent on the
availability of labor resources. While the Company has not experienced
significant problems with the availability of labor resources to date, it has
been publicly speculated that labor resources are not adequate to address
reprogramming requirements and needs of the entire economy. Assuming the
continued availability of resources, the Company does not anticipate a
significant risk associated with the completion of its Year 2000 projects. At
this time, and based upon current labor costs, the Company has estimated its
internal costs to address Year 2000 issues at $5.5 million. These costs are
exclusive of the costs associated with the Company's sales, marketing and other
costs related to the start up of its millennium technology services business.
Three Months Ended March 31, 1998 and 1997
Revenues from continuing operations for the first quarter of 1998 were $2.8
million, or 11%, greater than those reported during the first quarter of 1997.
Technology outsourcing services revenues increased $3.6 million, or 25%, in
the first quarter of 1998 when compared to the first quarter of 1997, while
consulting services revenues decreased by $0.8 million, or 23%. Millennium
services reported initial revenues of $0.8 million.
The increase in technology outsourcing services revenues of $3.6 million during
the first quarter of 1998 is primarily related to revenues generated from new
on-site systems management contracts with the cities of Carrollton, Texas and
Riverside, California. These contracts and additional special project revenues
generated an increase in combined revenues of $2.5 million over the first
quarter of 1997. In addition, combined revenues totaling $2.1 million were
reported by the Company's MCSI and CSI business units which were acquired in
1997 subsequent to the first quarter. These revenue increases were offset
somewhat by decreases in revenues from outsourcing services provided to health
care accounts. This decrease can be attributed to the attrition of on-site
systems management contracts during 1997 and 1996 which have not been replaced,
and the Company's strategy of focusing efforts to achieve revenue growth from
other products and services including government technology outsourcing and
other health care information systems areas.
<PAGE>P-9
Government records management revenues increased $0.4 million, or 7%, during
the first quarter of 1998 when compared to the first quarter of 1997. This
increase is attributed to additional sales of indexing and micrographic
services. In addition, the Company's Enduro Binders business unit sales
increased during the first quarter of 1998 by $0.1 million, or 7%, over the
first quarter of 1997. Enduro provides custom record binders primarily to the
government sector.
Consulting services revenues decreased $0.8 million, or 23%, in the first
quarter of 1998 as compared to the same period last year. This decrease is a
result of the completion of several large, non-recurring consulting engagements
by The Pace Group during 1997. Revenues associated with these completed
engagements totaled $1.3 million in the first quarter of 1997. This decrease
in consulting services revenues was partially offset by revenues of $0.5
million generated by MIDS in March 1998.
During 1997 the Company sold its title services business which accounted for
other revenues during the first quarter of 1997 of $1.2 million.
The Company's gross margins for the first quarters of 1998 and 1997 were 26%
and 29%, respectively. This decrease in margins can be attributed to lower
margins in the consulting services business where first quarter 1998 revenues
dropped by 23% when compared to the first quarter of 1997, without a
corresponding reduction of costs. Additionally, comparative contribution
margins from services sold to health care customers decreased as the Company's
services to higher margin outsourcing accounts was replaced by lower margin
services from MCSI and CSI. During the quarter, the Company also incurred
increased one-time costs associated with a special project for certain
governmental software client.
Selling, general and administrative expenses decreased from 20% of revenues in
the first quarter of 1997 to 19% of revenues during the first quarter of 1998.
In the first quarter of 1997, the Company incurred significant additional
administrative cost associated with the divestiture of the election business
which was sold in November 1997.
Liquidity and Capital Resources
At March 31, 1998, the Company had net working capital (total current assets
minus total current liabilities) of $56.8 million. This represents an increase
of $21.9 million in the Company's working capital since December 31, 1997.
This relates primarily to an $8.1 million increase in cash equivalents and
short-term investments necessary to meet current cash outlays; a $4.0 million
increase in accounts receivable primarily related to the acquisition of MIDS in
February 1998; and a $9.6 million reduction in accrued income taxes primarily
related to the payment of taxes associated with the sale of the elections
business. The Company's total current assets were 3.3 times total current
liabilities.
<PAGE>P-10
Net cash provided by operating activities from continuing operations during
the first quarter of 1998 decreased by $4.1 million when compared to the first
quarter of 1997. This change is primarily due to a decrease in other
liabilities associated with the payment of liabilities accrued at December 31,
1997 of $2.3 million. In addition, other assets increased $1.0 million with
the prepayment of millennium consulting services offset by decreases in
accounts receivable of $0.7 million associated with the sale of the title
business in July, 1997. The Company also reflected a reduction in employee
related receivables of $0.7 million. Net cash used in operating activities of
discontinued operations consisted of income taxes paid in connection with the
gain on divestiture of the election business of $8.9 million.
Cash flows used in investing activities of continuing operations decreased
$14.4 million in the first quarter of 1998 when compared to the first quarter
of 1997. This change is primarily a result of an $18.1 million decrease in
long-term marketable securities offset by a $3.4 million cash outlay used in
the acquisition of MIDS.
Cash flows used in financing activities decreased $3.9 million as compared to
the first quarter of 1997. In the first quarter of 1997 the Company purchased
$3.3 million in treasury stock, while no such treasury stock purchases were
made in the first quarter of 1998. In addition, cash flows from exercises of
employee stock options increased $0.5 in the first quarter of 1998 when
compared to the first quarter of 1997.
Due to continuing positive cash flows from existing operations and anticipated
continuing exercises of stock options, the Company generally foresees
experiencing positive cash flows during the coming year.
During the upcoming year, the Company may seek acquisitions or mergers to
further its strategic and financial objectives. There can be no assurance,
however, that suitable acquisitions will be located or that any proposed
transaction will be consummated. To the extent the Company identifies an
appropriate acquisition candidate and consummates a transaction, the Company's
cash flows and financial position could be materially affected. Additionally,
the Company's short-term cash flows could be affected in a materially adverse
manner in the event of an unforeseen change in business conditions, material
loss associated with legal proceedings or other such events.
The Company is not currently subject to any material indebtedness or aware of
any liabilities which would cause it to believe it will be subject to a
materially adverse long-term liquidity position. Due to the foregoing, and its
working capital position, the Company does not maintain any active lines of
credit.
<PAGE>P-11
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 thereunto duly authorized.
BRC HOLDINGS, INC.
(Registrant)
By
Date: May 14, 1998 P. E. Esping
Chairman, Chief Executive Officer
and Director (Principal Executive
Officer)
Date: May 14, 1998 J. L. Morrison
President and Chief Operating Officer
Date: May 14, 1998 Thomas E. Kiraly
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted from Form 10-Q
financial statements filed for the period ending March 31, 1998 and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 2126
<SECURITIES> 37475
<RECEIVABLES> 31063
<ALLOWANCES> 0
<INVENTORY> 1580
<CURRENT-ASSETS> 81372
<PP&E> 38081
<DEPRECIATION> 26952
<TOTAL-ASSETS> 201289
<CURRENT-LIABILITIES> 24592
<BONDS> 0
<COMMON> 728
0
0
<OTHER-SE> 174240
<TOTAL-LIABILITY-AND-EQUITY> 201289
<SALES> 0
<TOTAL-REVENUES> 28201
<CGS> 0
<TOTAL-COSTS> 20896
<OTHER-EXPENSES> 5733
<LOSS-PROVISION> 0
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</TABLE>
