UNITED STATES 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 THE QUARTERLY PERIOD ENDED JUNE 30, 1998
--------------
OR
- ------ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
----------------------- ------------
COMMISSION FILE NUMBER 0-9385
----------
BULL RUN CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA 91-1117599
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
4370 PEACHTREE ROAD, N.E., ATLANTA, GA 30319
(Address of principal executive offices) (Zip Code)
(404) 266-8333
(Registrant's telephone number, including area code)
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: 22,283,267 shares of Common
Stock, par value $.01 per share, were outstanding as of July 31, 1998.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BULL RUN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30, December 31,
1998 1997
-------- -----------
ASSETS
Current assets:
Cash and cash equivalents............................................ $ 587,965 $ 142,097
Accounts receivable.................................................. 5,375,131 4,599,548
Inventories.......................................................... 5,014,798 3,757,437
Other................................................................ 345,171 193,013
----------- ----------
Total current assets............................................ 11,323,065 8,692,095
Property and equipment, net............................................. 2,831,565 2,637,652
Investment in affiliated companies...................................... 66,598,244 61,550,777
Goodwill................................................................ 7,027,990 3,589,110
Other assets............................................................ 221,993 362,548
----------- ----------
$ 88,002,857 $ 76,832,182
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable and current portion of long-term debt................... $ 3,166,667 $ 2,500,000
Accounts payable..................................................... 3,338,035 2,462,276
Accrued and other liabilities:
Employee compensation and related taxes........................... 389,926 430,397
Interest.......................................................... 603,070 552,720
Other............................................................. 406,763 233,166
---------- -----------
Total current liabilities....................................... 7,904,461 6,178,559
---------- ----------
Long-term debt.......................................................... 51,443,659 41,998,483
---------- ----------
Deferred income taxes................................................... 2,365,653 3,599,267
---------- ----------
Stockholders' equity:
Common stock ($.01 par value, authorized 100,000,000 shares; issued
22,827,727 shares as of June 30, 1998 and 22,582,727 shares
as of December 31, 1997).......................................... 228,277 225,827
Additional paid-in capital........................................... 21,586,812 20,800,566
Retained earnings.................................................... 5,935,487 7,217,650
Treasury stock, at cost (552,960 shares as of
June 30, 1998 and 1,286,510 shares as of
December 31, 1997)................................................ (1,461,492) (3,188,170)
---------- ----------
Total stockholders' equity..................................... 26,289,084 25,055,873
---------- ----------
$ 88,002,857 $ 76,832,182
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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BULL RUN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND RETAINED EARNINGS
(UNAUDITED)
Three Months Ended Six Months Ended
June 30 June 30
---------------------- -------------------
1998 1997 1998 1997
---- ---- ---- ----
Revenue from printer operations........................ $ 7,544,067 $ 5,101,973 $ 14,157,612 $ 10,566,717
Cost of goods sold..................................... 5,666,581 3,788,542 10,636,137 7,725,059
--------- --------- ---------- ---------
Gross profit....................................... 1,877,486 1,313,431 3,521,475 2,841,658
--------- --------- --------- ---------
Consulting fee income.................................. 649,530 8,995 651,660 607,276
-------- ------- --------- ---------
Operating expenses:
Research and development........................... 599,638 610,494 1,154,173 1,094,530
Selling, general and administrative................ 1,539,749 1,146,703 3,113,806 2,255,687
--------- --------- --------- ---------
2,139,387 1,757,197 4,267,979 3,350,217
--------- --------- --------- ---------
Income (loss) from operations.......................... 387,629 (434,771) (94,844) 98,717
Other income (expense):
Equity in earnings (losses) of affiliated
companies...................................... 124,055 36,429 (146,076) (148,025)
Interest and dividend income....................... 275,205 275,764 562,122 551,081
Interest expense................................... (1,070,759) (658,292) (2,109,256) (1,249,459)
---------- -------- ---------- ----------
Income (loss) before income taxes...................... (283,870) (780,870) (1,788,054) (747,686)
Income tax benefit (provision)......................... 84,719 312,050 505,891 298,776
---------- --------- ---------- ---------
Net income (loss)...................................... (199,151) (468,820) (1,282,163) (448,910)
Retained earnings, beginning of period................. 6,134,638 9,010,552 7,217,650 8,990,642
--------- --------- ---------- ---------
Retained earnings, end of period....................... $ 5,935,487 $ 8,541,732 $ 5,935,487 $ 8,541,732
========= ========= ========= =========
Earnings (loss) per share:
Basic............................................... $ (.01) $ (.02) $ (.06) $ (.02)
Diluted............................................. $ (.01) $ (.02) $ (.06) $ (.02)
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See accompanying notes to condensed consolidated financial statements.
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BULL RUN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30
------------------------
1998 1997
---- ----
Cash flows from operating activities:
Net income (loss)...................................................... $ (1,282,163) $ (448,910)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization..................................... 628,652 478,980
Equity in (earnings) losses of affiliated companies............... 146,076 148,025
Accrued preferred dividend income................................. (150,000) (150,000)
Change in operating assets and liabilities:
Accounts receivable........................................... (472,303) (59,474)
Inventories................................................... (718,940) (48,809)
Other current assets.......................................... (121,522) (50,665)
Accounts payable and accrued expenses......................... 596,243 (315,701)
Deferred income taxes......................................... (502,000) (90,000)
--------- --------
Net cash used in operating activities............................. (1,875,957) (536,554)
--------- ---------
Cash flows from investing activities:
Capital expenditures................................................... (222,920) (184,243)
Investment in affiliated companies..................................... (5,071,094)
Acquisition of printer manufacturer, net of cash
acquired........................................................ (2,008,086)
Dividends received from affiliated company............................. 27,551 72,696
---------- --------
Net cash used in investing activities............................. (7,274,549) (111,547)
--------- --------
Cash flows from financing activities:
Borrowings on revolving lines of credit ............................... 7,966,000 7,236,000
Borrowings on note payable............................................. 500,000 500,000
Repayments on revolving lines of credit................................ (8,145,506) (5,350,000)
Proceeds from long-term debt........................................... 10,124,682
Repayments on long-term debt........................................... (864,177)
Repurchase of common stock............................................. (2,125) (1,750,841)
Exercise of incentive stock options.................................... 17,500 251,109
--------- -------
Net cash provided by financing activities......................... 9,596,374 886,268
--------- -------
Net increase in cash and cash equivalents.................................. 445,868 238,167
Cash and cash equivalents, beginning of period............................. 142,097 81,291
--------- -------
Cash and cash equivalents, end of period................................... $ 587,965 $ 319,458
========= =======
Supplemental cash flow disclosures:
Interest paid.......................................................... $ 2,050,323 $ 943,311
Income taxes paid...................................................... 0 9,677
Treasury stock issued in connection with acquisition of
printer manufacturer, a noncash investing and
financing activity..................................................... $ 2,500,000
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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BULL RUN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
In management's opinion, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments (consisting solely of normal,
recurring adjustments) necessary to present fairly the financial position and
results of operations for the interim periods reported. These condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements contained in the Annual Report on Form 10-K of
Bull Run Corporation for the year ended December 31, 1997.
The accompanying condensed consolidated financial statements include the
accounts of Bull Run Corporation and its wholly-owned subsidiary, Datasouth
Computer Corporation (collectively, unless the context otherwise requires, the
"Company"), after elimination of intercompany accounts and transactions.
2. ACQUISITION OF PRINTER MANUFACTURER
Effective January 2, 1998, the Company acquired all of the outstanding common
stock of CodeWriter Industries, Inc. and all of the outstanding membership
interests of its affiliate, CW Technologies, LLC (collectively referred to as
"CodeWriter"), in a transaction valued at approximately $6.2 million, including
the issuance of treasury stock valued at $2.5 million and future consideration.
CodeWriter designs and manufactures a line of direct thermal and thermal
transfer desktop and portable bar code label printers. The acquisition has been
accounted for under the purchase method of accounting, whereby the results of
operations of the acquired business are included in the accompanying condensed
consolidated financial statements as of its acquisition date. The assets and
liabilities of the acquired business are included based on an allocation of the
purchase price.
3. INVESTMENT IN AFFILIATED COMPANIES
The Company accounts for its investments in Gray Communications Systems, Inc.
("Gray"), Host Communications, Inc. ("HCI"), Capital Sports Properties, Inc.
("CSP") and Rawlings Sporting Goods Company, Inc. ("Rawlings") using the equity
method. The excess of the Company's investments in Gray, HCI, CSP and Rawlings
over the underlying equity thereof is being amortized over 40 years, with such
amortization (totaling $389,000 and $305,000 in the six months ended June 30,
1998 and 1997, respectively) reported as a reduction in the Company's equity in
earnings (losses) of affiliated companies.
The Company provides consulting services to Gray from time to time in connection
with Gray's acquisitions and dispositions. Income on a portion of such fees is
deferred and recognized over 40 years as a result of the Company's 16.9% equity
investment position in Gray as of June 30, 1998 (with such position representing
a 27.5% voting interest in Gray). Gray is a communications company located in
Albany, Georgia which currently operates 10 television stations, three daily
newspapers, advertising weekly shoppers, a satellite broadcasting operation and
a paging business.
The Company's direct common equity ownership in HCI, combined with the Company's
indirect common equity ownership in HCI through its investment in CSP, was 30.2%
as of June 30, 1998. Additionally, the Company owns indirectly, through CSP,
51.5% of HCI's 8% series B preferred stock having a liquidation value of
$3,750,000. HCI, based in Lexington,
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Kentucky and its 33.8%-owned affiliate, Universal Sports America, Inc. ("USA"),
provide media and marketing services to universities, athletic conferences and
various associations representing collegiate sports and, in addition, market and
operate amateur participatory sporting events. The Company recognizes its equity
in earnings of HCI on a six month lag basis, in order to align HCI's fiscal year
ending June 30 with the Company's fiscal year. In June 1998, the Company
announced its intention to sell its investments in HCI and USA (which would be
preceded by the merger of CSP and HCI) to Thomas O. Hicks, owner of the Texas
Rangers baseball team and the Dallas Stars hockey team, for approximately $5.8
million, plus a 3.34% equity position in a new entity comprised of Mr. Hicks'
sports holdings. In connection with the proposed sale, HCI would also redeem all
of its preferred stock and pay all accrued dividends, resulting in additional
proceeds to the Company of approximately $2.7 million. The transaction is
subject to the approval of various sports organizations and certain other
conditions.
In November 1997, the Company entered into an Investment Purchase Agreement with
Rawlings, a leading supplier of team sports equipment based near St. Louis,
Missouri. Pursuant to this agreement, the Company acquired warrants to purchase
approximately 10% of Rawlings' common stock, and has the right, under certain
circumstances, to acquire additional warrants. Fifty percent of the purchase
price, or $1,421,000, was paid to Rawlings upon execution of the agreement. The
remaining fifty percent, plus interest at 7% per annum through the date of
payment, will be due on the earlier of the exercise date and the expiration date
of the warrants. In addition, under the terms of the agreement, the Company
purchased approximately 10.4% of Rawlings' outstanding common stock in the open
market from November 1997 through January 1998. Effective January 15, 1998, the
date on which a representative of the Company was elected to Rawlings' Board of
Directors, the Company has accounted for its investment in Rawlings by the
equity method on a one month lag basis, in order to align Rawlings' fiscal
quarters ending November 30, February 28, May 31 and August 31 with the
Company's fiscal quarters.
Aggregate operating results of affiliated companies (reflecting, for 1998, Gray
and CSP for the three months and six months ended June 30, 1998, combined with
HCI for the three months and six months ended December 31, 1997 and Rawlings for
the three months and six months ended May 31, 1998; and reflecting, for 1997,
Gray and CSP for the three months and six months ended June 30, 1997, combined
with HCI for the three months and six months ended December 31, 1996) were as
follows:
Three Months Ended Three Months Ended
June 30, 1998 June 30, 1997
------------- -------------
Operating revenue $ 88,934,000 $ 34,552,000
Income from operations 11,883,000 6,999,000
Net income 2,535,000 1,107,000
Six Months Ended Six Months Ended
June 30, 1998 June 30, 1997
------------- -------------
Operating revenue $ 185,708,000 $ 63,912,000
Income from operations 24,048,000 11,374,000
Net income 5,061,000 830,000
Unaudited pro forma results for the three and six month periods ended June 30,
1998 and 1997, assuming the acquisition of CodeWriter and the investment in
Rawlings occurred on January 1, 1997, is presented below. This unaudited pro
forma data does not purport to represent the Company's actual results of
operations had the CodeWriter acquisition and the Rawlings' investment accounted
for under the equity method occurred on January 1, 1997, and should not serve as
a forecast of the Company's operating results for any future periods. The pro
forma adjustments, including (a) the elimination of certain expenses pertaining
to the former owners and members of CodeWriter; (b) adjustments to the Company's
equity in
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earnings (losses) for the Company's proportionate share of Rawlings' net income;
(c) the increase in interest expense in connection with acquisition debt
incurred; (d) adjustments for the income tax effects of the pro forma
adjustments; and (e) the increase in the number of outstanding shares of the
Company's common stock to reflect the treasury shares issued to the former
shareholders and members of CodeWriter, are based solely upon certain
assumptions that management believes are reasonable under the circumstances at
this time.
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Three Months Ended Three Months Ended
June 30, 1998 June 30, 1997
------------- -------------
Revenue from printer operations $ 7,544,000 $ 5,820,000
Consulting fee income 650,000 9,000
Net income (loss) (199,000) (758,000)
Net income (loss) per share:
Basic $ (.01) $ (.03)
Diluted $ (.01) $ (.03)
Six Months Ended Six Months Ended
June 30, 1998 June 30, 1997
------------- -------------
Revenue from printer operations $ 14,158,000 $ 12,694,000
Consulting fee income 652,000 607,000
Net income (loss) (1,260,000) (446,000)
Net income (loss) per share:
Basic $ (.06) $ (.02)
Diluted $ (.06) $ (.02)
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4. INVENTORIES
Inventories associated with Datasouth's printer manufacturing operations
consisted of the following:
June 30, 1998 December 31, 1997
------------ -----------------
Raw materials $ 3,727,975 $ 2,734,387
Work-in-process 748,737 711,068
Finished goods 538,086 311,982
----------- -----------
$ 5,014,798 $ 3,757,437
=========== ===========
5. NOTE PAYABLE AND LONG-TERM DEBT
In 1998, the Company amended all of its long-term debt agreements. One of such
bank agreements, which was amended on February 20, 1998 (the "February
Agreement"), provides for:
(a) a $5,000,000 term note, payable $250,000 per quarter beginning March 31,
1998, bearing interest at the London Interbank Offered Rate ("LIBOR") plus
2.75%; and
(b) a revolving bank credit facility for borrowings of up to $5,000,000
expiring February, 2001, bearing interest at LIBOR plus 2.75%, with a mandatory
reduction in February 1999 to $4,000,000 in available borrowings, under which
$5,000,000 was outstanding at June 30, 1998. This revolving bank credit facility
replaced a similar $5,500,000 facility under which $5,472,000 was outstanding at
December 31, 1997.
Another bank agreement, which was amended on March 20, 1998 (the "March
Agreement"), provides for:
(a) term notes for borrowings of up to $42,900,000 requiring no principal
payments prior to maturity on January 1, 2003, bearing interest at LIBOR plus
1.75%, under which $39,468,000 was outstanding at June 30, 1998 and $34,343,000
was outstanding at December 31, 1997; and
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(b) a revolving bank credit facility for borrowings of up to $3,500,000
expiring May 1, 1999, bearing interest at the bank's prime rate, under which
$3,476,000 was outstanding at June 30, 1998 and $3,183,000 was outstanding at
December 31, 1997.
The Company also has a demand bank loan bearing interest at the bank's prime
rate, under which $2,000,000 was outstanding as of June 30, 1998, and $1,500,000
was outstanding as of December 31, 1997.
In January 1998, the Company executed two interest rate swap agreements which
effectively modify the interest characteristics of $24,750,000 of its
outstanding long-term debt. The agreements involve the exchange of amounts based
on a fixed interest rate for amounts based on variable interest rates over the
life of the agreements, without an exchange of the notional amount upon which
the payments are based. The differential to be paid or received as interest
rates change will be accrued and recognized as an adjustment of interest expense
related to the debt. The Company effectively converted $20,000,000 and
$4,750,000 of floating rate debt to a fixed rate basis under two separate
agreements. Under the first agreement, $20,000,000 of long-term debt is subject
to a one-year forward swap agreement, whereby beginning January 1, 1999 and for
the following nine years, the Company will be subject to a fixed rate of 7.83%,
instead of LIBOR plus 1.75%, the rate in effect until then. Under the second
agreement, $4,750,000 of long-term debt is subject to a fixed rate of 8.9%
effective March 31, 1998, instead of LIBOR plus 2.75%, the rate in effect until
then. The notional amount on the $4,750,000 interest rate swap agreement
amortizes $250,000 per quarter through December 31, 2002. In aggregate, the
Company estimates it would have had to pay approximately $354,000 to terminate
these agreements at June 30, 1998.
6. INCOME TAXES
The principal differences between the federal statutory tax rate of 34% and the
effective tax rates are nondeductible goodwill amortization and state income
taxes.
7. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("FAS 133"),
effective for fiscal years beginning after June 15, 1999. The Company plans to
adopt the new Statement effective January 1, 2000. The Statement will require
the Company to recognize all derivatives on the balance sheet at fair value.
Derivatives that are not hedges must be adjusted to fair value through income.
If the derivative is a hedge, depending on the nature of the hedge, changes in
the fair value of derivatives will either be offset against the change in fair
value of the hedged assets, liabilities or firm commitments through earnings, or
recognized in other comprehensive income until the hedged item is recognized in
earnings. The ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings. The Company has not yet determined what
effect of FAS 133 will be on its results of operations or financial position.
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8. EARNINGS (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted earnings
(loss) per share:
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Three Months Ended Three Months Ended
June 30, 1998 June 30, 1997
------------- -------------
Net income (loss) $ (199,151) $ (468,820)
========== ==========
Weighted average shares for basic earnings
(loss) per share 22,167,039 21,245,536
Effect of dilutive employee stock options 0 0
---------- ----------
Adjusted weighted average shares and
assumed conversions for diluted earnings
(loss) per share 22,167,039 21,245,536
========== ==========
Basic earnings (loss) per share $ (.01) $ (.02)
Diluted earnings (loss) per share $ (.01) $ (.02)
Six Months Ended Six Months Ended
June 30, 1998 June 30, 1997
-------------- -------------
Net income (loss) $ (1,282,163) $ (448,910)
============ ===========
Weighted average shares for basic earnings
(loss) per share 22,097,853 21,304,462
Effect of dilutive employee stock options 0 0
---------- ----------
Adjusted weighted average shares and
assumed conversions for diluted earnings
(loss) per share 22,097,853 21,304,462
========== ==========
Basic earnings (loss) per share $ (.06) $ (.02)
Diluted earnings (loss) per share $ (.06) $ (.02)
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS -
SECOND QUARTER 1998 AS COMPARED TO SECOND QUARTER 1997
Total revenue for the three months ended June 30, 1998, primarily from the
Company's printer manufacturing operations (including CodeWriter, which was
acquired on January 2, 1998 as discussed in note 2 to the condensed consolidated
financial statements), was $8,194,000, compared to $5,111,000 for the same
period in 1997. Printer sales to the Company's largest customer, including sales
of the Company's new airline ticket printer introduced in December 1997, were
approximately $2.3 million in 1998 compared to $1.7 million in 1997. Short term
revenue trends in the Company's printer business fluctuate due to variable
ordering patterns of large customers. The increase in 1998 revenue compared to
1997 was also due in part to approximately $931,000 contributed by the sale of
CodeWriter products in 1998, and a $641,000 increase in consulting fee income in
1998 compared to 1997.
Gross profit from printer operations of 24.9% for the three months ended
June 30, 1998, decreased from 25.7% during the same period in 1997 due to (a) a
different mix of products sold; (b) manufacturing overhead costs associated with
CodeWriter's operation, much of which will not recur following the integration
of CodeWriter's printer manufacturing into the Company's existing manufacturing
facility during the second quarter of 1998; and (c) overhead costs incurred
during 1998 associated with new product introductions.
The Company provides consulting services to Gray Communications Systems,
Inc. ("Gray") in connection with Gray's acquisitions and dispositions. The
Company invoiced Gray for consulting fees totaling $780,000 during the three
months ended June 30, 1998. As a result of the Company's 16.9% equity ownership
of Gray, $133,000 of such fees have been deferred for future revenue recognition
over a 40 year period. Total deferred consulting fees were $528,000 as of June
30, 1998. The Company did not invoice Gray for any consulting services during
the three months ended June 30, 1997. Except for additional fees to be
recognized in the third quarter of 1998 in connection with the recent
acquisition by Gray, there can be no assurance that the Company will provide any
additional consulting services in the future.
Operating expenses of $2,139,000 for the three months ended June 30,1998
represented a 22% increase over operating expenses for the same period last
year, due primarily to (a) an increase in sales and marketing personnel
attributable to the Company's expanded printer product line; (b) an increase in
advertising expenses relating to the Company's printer manufacturing operation
also attributable to the introduction of new products in 1998; and (c) goodwill
amortization expense in 1998 associated with the purchase of CodeWriter. The
Company's operating expenses include goodwill amortization of $121,000 for the
second quarter of 1998, compared to $75,000 for the second quarter of 1997.
Equity in earnings (losses) of affiliated companies, totaling $124,000 and
$36,000 for the three months ended June 30, 1998 and 1997, respectively,
included the Company's proportionate share of the earnings of Gray, Host
Communications, Inc. ("HCI"), Capital Sports Properties, Inc. ("CSP"), and in
1998 only, Rawlings Sporting Goods Company, Inc. ("Rawlings"), net of goodwill
amortization totaling $194,000 and $152,000 for the respective periods.
Interest expense, net of dividends accrued on the Company's investment in
Gray's series A and series B preferred stock, totaling $796,000 and $382,000 for
the three months
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ended June 30, 1998 and 1997, respectively, was attributable to bank term loans,
borrowings on the Company's revolving bank credit facilities and other bank
notes payable. The increase in interest expense was attributable to an increase
in bank debt, used to fund the Company's investments in Rawlings, additional
investments in Gray and HCI, and the purchase of CodeWriter.
The principal differences between the federal statutory tax rate of 34% and
the effective tax rates for each period are nondeductible goodwill amortization
and state income taxes.
RESULTS OF OPERATIONS -
SIX MONTHS ENDED JUNE 30, 1998 AS COMPARED TO SIX MONTHS ENDED JUNE 30, 1997
Total revenue for the six months ended June 30, 1998, primarily from the
Company's printer manufacturing operations (including CodeWriter, which was
acquired on January 2, 1998), was $14,810,000, compared to $11,174,000 for the
same period in 1997. Printer sales to the Company's largest customer, including
sales of the Company's new airline ticket printer introduced in December 1997,
were approximately $4.3 million in 1998 compared to $3.6 million in 1997. Short
term revenue trends in the Company's printer business fluctuate due to variable
ordering patterns of large customers. The increase in 1998 revenue compared to
1997 was due in part to approximately $2.1 million contributed by the sale of
CodeWriter products in 1998, and a $45,000 increase in consulting fee income in
1998 compared to 1997.
Gross profit from printer operations of 24.9% for the six months ended June
30, 1998 decreased from 26.9% during the same period in 1997 due to (a) a
different mix of products sold; (b) manufacturing overhead costs associated with
CodeWriter's operation, much of which will not recur following the integration
of CodeWriter's printer manufacturing into the Company's existing manufacturing
facility during the second quarter of 1998; and (c) nonrecurring overhead costs
incurred during 1998 associated with new product introductions.
The Company invoiced Gray for consulting fees totaling $780,000 during the
six months ended June 30, 1998 in connection with services rendered to Gray by
the Company related to Gray's acquisition of television stations, of which, fees
of $133,000 have been deferred for future revenue recognition over a 40 year
period. During the six month period ended June 30, 1997, the Company invoiced
fees of $700,000, of which $107,000 was deferred for future recognition.
Operating expenses of $4,268,000 for the six months ended June 30,1998
represented a 27% increase over operating expenses for the same period last
year, due primarily to (a) an increase in research and development expenses; (b)
the Company's investment in additional sales and marketing personnel for its
expanded printer product line; (c) an increase in the Company's advertising
expenses also attributable to the introduction of new products in 1998; and (d)
goodwill amortization expense in 1998 associated with the purchase of
CodeWriter. The Company's operating expenses include goodwill amortization of
$241,000 for the six months ended June 30, 1998, compared to $150,000 for the
same period last year.
Equity in earnings (losses) of affiliated companies, totaling $(146,000)
and $(148,000) for the six months ended June 30, 1998 and 1997, respectively,
included the Company's proportionate share of the earnings of Gray, HCI, CSP,
and in 1998 only, Rawlings, net of goodwill amortization totaling $389,000 and
$305,000 for the respective periods.
Interest expense, net of dividends accrued on the Company's investment in
Gray's
<PAGE>
series A and series B preferred stock, totaling $1,548,000 and $699,000 for the
six months ended June 30, 1998 and 1997, respectively, was attributable to bank
term loans, borrowings on the Company's revolving bank credit facilities and
other bank notes payable. The increase in interest expense was attributable to
an increase in bank debt, used to fund the Company's investments in Rawlings,
additional investments in Gray and HCI, and the purchase of CodeWriter.
The principal differences between the federal statutory tax rate of 34% and
the effective tax rates for each period are nondeductible goodwill amortization
and state income taxes.
LIQUIDITY AND CAPITAL RESOURCES
The Company amended all of its long-term debt agreements with two banks
during the first quarter of 1998. Under an agreement amended February 20, 1998,
the Company entered into a $5.0 million term loan payable to a bank in quarterly
installments of $250,000 through December 2002, bearing interest payable monthly
at the London Interbank Offered Rate ("LIBOR") plus 2.75%, and a revolving bank
credit facility for borrowings of up to $5.0 million expiring February 2001,
bearing interest payable monthly principally at LIBOR plus 2.75%, with a
mandatory reduction in February 1999 to $4.0 million in available borrowings.
Under an agreement amended March 20, 1998, the Company has outstanding two term
notes for bank borrowings of up to $42.9 million (the "Term Loans") requiring no
principal payments prior to maturity in January 2003, bearing interest at LIBOR
plus 1.75%, and a revolving bank credit facility for borrowings of up to $3.5
million expiring May 1, 1999, bearing interest at the bank's prime rate. As of
June 30, 1998, the Company had $39,468,000 outstanding under the Term Loans and
$8,476,000 outstanding under the two revolving bank credit facilities. The
Company also has a $2.0 million demand bank note outstanding as of June 30,
1998, bearing interest at the bank's prime rate.
The Company is a party to two interest rate swap agreements which
effectively modify the interest characteristics of $24,750,000 of its
outstanding long-term debt. The agreements involve the exchange of amounts based
on a fixed interest rate for amounts based on variable interest rates over the
life of the agreements, without an exchange of the notional amount upon which
the payments are based. The differential to be paid or received as interest
rates change will be accrued and recognized as an adjustment of interest expense
related to the debt. The Company effectively converted $20,000,000 and
$4,750,000 of floating rate debt to a fixed rate basis under two separate
agreements. Under the first agreement, $20,000,000 of long-term debt is subject
to a one-year forward swap agreement, whereby beginning January 1, 1999 and for
the following nine years, the Company will be subject to a fixed rate of 7.83%,
instead of LIBOR plus 1.75%, the rate in effect until then. Under the second
agreement, $4,750,000 of long-term debt is subject to a fixed rate of 8.9%
effective March 31, 1998, instead of LIBOR plus 2.75%, the rate in effect until
then. The notional amount on the $4,750,000 interest rate swap agreement
amortizes $250,000 per quarter through December 31, 2002. In aggregate, the
Company estimates it would have had to pay approximately $354,000 to terminate
these agreements at June 30, 1998.
Dividends on the series B preferred stock of Gray owned by the Company are
payable in cash at an annual rate of $600 per share or, at Gray's option,
payable in additional shares of series B preferred stock. The Company
anticipates that dividends on the series B preferred stock will continue to be
paid in additional shares of series B preferred stock for the foreseeable
future.
The Company has in effect a stock repurchase program authorized by its
Board of Directors for the repurchase of up to 2,000,000 shares of its common
stock. Repurchases
<PAGE>
may be made from time to time in the open market or directly from shareholders
at prevailing market prices, and may be discontinued at any time. During the
first six months of 1998, 500 shares were repurchased under the program, at a
cost of $2,000. During the first six months of 1997, the Company repurchased
726,010 shares at a total cost of $1,751,000.
Inventories as of June 30, 1998 increased to $5,015,000 from $3,757,000 as
of December 31, 1997, as a result of the purchase of CodeWriter, which added
inventories of $538,000 at the acquisition date, and an increase in raw
materials on hand associated with the Company's new airline ticket printer. The
Company's total working capital increased to $3,419,000 as of June 30, 1998 from
$2,513,000 as of December 31, 1997, primarily as a result of (a) the CodeWriter
purchase, which added $409,000 in working capital as of the acquisition date;
(b) the increase in raw materials noted above; and (c) an increase in accounts
receivable as a result of the increase in other Datasouth product sales in 1998,
net of (d) an increase in the current portion of long-term debt attributable to
the CodeWriter acquisition financing; and (e) an increase in accounts payable
attributable to an increase in raw materials.
The purchase price of CodeWriter was paid in the form of $2.5 million in
cash and $2.5 million in the Company's common stock. In addition, the Company is
obligated to pay to the members of CW Technologies, LLC, within 45 days
following the end of each calendar quarter through December 31, 2001, an amount
equal to 4% of revenue generated by the Company from CodeWriter products and
services during the immediately preceding calendar quarter, but in no event will
such payment be less than $50,000 in any quarter, and in no event will the
aggregate amount of such payments exceed $1.2 million. These quarterly payments
are, and will continue to be, accounted for as additional purchase price. The
initial $2.5 million cash acquisition price was financed under the $5.0 million
term note previously described.
In 1997, the Company entered into an Investment Purchase Agreement with
Rawlings. Pursuant to this agreement, the Company acquired warrants to purchase
925,804 shares of Rawlings' common stock, and has the right, under certain
circumstances, to purchase additional warrants. The Company's total cost to
purchase the warrants pursuant to this agreement (excluding the additional
warrants) was $2,842,000. Fifty percent of the purchase price, or $1,421,000,
was paid to Rawlings in 1997. The remaining fifty percent of the purchase price,
plus interest at 7% per annum from November 21, 1997 until the date of payment,
will be due on the earlier of the date of exercise and the date of expiration of
the warrants. In the event of a partial exercise of the warrants, a pro rata
portion of the purchase price with interest accrued thereon will be payable. The
warrants have a four year term and an exercise price of $12.00 per share, but
are exercisable only if Rawlings' common stock closes at or above $16.50 for 20
consecutive trading days during the four year term. In addition, under the terms
of the agreement, the Company purchased approximately 10.4% of the outstanding
shares of Rawlings' common stock in the open market from November 1997 through
January 1998 (of which, 5.4% was acquired in 1998 at a cost of $4,953,000).
Investments in Rawlings were financed with borrowings under the $42.9 million
Term Loans previously described.
The Company previously announced its intention to sell its investments in
HCI and USA (which would be preceded by the merger of CSP and HCI) to Thomas O.
Hicks, owner of the Texas Rangers baseball team and the Dallas Stars hockey
team, for approximately $5.8 million, plus a 3.34% equity position in a new
entity comprised of Mr. Hicks' sports holdings. In connection with the proposed
sale, HCI would also redeem all of its preferred stock and pay all accrued
dividends, resulting in additional proceeds to the Company of approximately $2.7
million. The transaction is subject to the approval of various sports
organizations and certain other conditions.
The Company anticipates that its current working capital, funds available
under its
<PAGE>
bank revolving credit facilities, quarterly cash dividends on the Gray series A
preferred stock and Gray class A common stock, and cash flow from operations
will be sufficient to fund its debt service, working capital requirements and
capital spending requirements for at least the next 12 months. Any capital
required for potential additional business acquisitions would have to be funded
by issuing additional securities or by entering into other financial
arrangements.
IMPACT OF YEAR 2000
Some of the Company's older computer programs were written using two digits
rather than four to define the applicable year. As a result, those computer
programs have time-sensitive software that recognize a date using "00" as the
year 1900 rather than the year 2000. This could cause a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities. The Company has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter. Management does not expect the cost of any necessary modifications
or replacements will have a material impact on the results of any future
financial reporting period. The project is estimated to be completed not later
than December 31, 1998, which is prior to any anticipated impact on the
Company's operating systems.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133"),
effective for fiscal years beginning after June 15, 1999. The Company has not
yet determined what effect of FAS 133 will be on its results of operations or
financial position. See note 7 to the condensed consolidated financial
statements.
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
An annual meeting of the Company's shareholders was held in Atlanta, Georgia on
May 6, 1998. All of the proposals considered by shareholders were approved, as
follows:
(1) Proposal to elect Gerald N. Agranoff, James W. Busby, Hilton H. Howell, Jr.,
Robert S. Prather, Jr., and J. Mack Robinson as directors of the Company until
the next annual meeting of shareholders and until their successors have been
elected and qualified:
For: 19,178,159
Withholding vote for at least one
nominee: 29,092
(2) Proposal to approve an amendment to the Company's 1994 Long Term Incentive
Plan in order to increase the total number of shares of the Company's common
stock reserved for issuance thereunder by 1,000,000 shares to an aggregate of
3,500,000 shares of the Company's common stock:
For: 18,850,968
Against: 317,832
Abstain: 38,451
(3) Proposal to confirm the appointment of Ernst & Young LLP as Bull Run's
independent public accountants for the year ending December 31, 1998:
For: 19,173,641
Against: 18,654
Abstain: 14,956
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
None
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.
BULL RUN CORPORATION
Date: August 5, 1998 By: /s/ FREDERICK J. ERICKSON
-------------------------
Frederick J. Erickson
Vice President-Finance, Treasurer
and Assistant Secretary
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