##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 (Amendment No. 1)
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period endedNovember 30,
2004
 OR
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto.
 Commission file number 0-9385
 Bull Run Corporation
  Georgia
    
    58-2458679(State of incorporation
    
    (I.R.S. Employeror organization)
    
    Identification No.)
 4370 Peachtree Road, N.E., Atlanta, GA 30319
 (404) 266-8333
 þ o
  o þ




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##### 



EXPLANATORY NOTE REGARDING AMENDMENT NO. 1
 Restatement of condensed consolidated financial statements
    2




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##### 



PART I. FINANCIAL INFORMATION
 Item 1. Financial Statements
 BULL RUN CORPORATION
 CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
 November 30,
    
    
    August 31,2004
    
    
    2004(restated)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    810
    
    
    $
    450Accounts receivable, net of allowance of $445 and $309 as of
November 30, 2004 and August 31, 2004, respectively
    
    
    15,339
    
    
    
    5,219Inventories
    
    
    1,019
    
    
    
    663Prepaid costs and expenses
    
    
    1,393
    
    
    
    1,757Total current assets
    
    
    18,561
    
    
    
    8,089Property and equipment, net
    
    
    3,056
    
    
    
    3,184Goodwill
    
    
    40,364
    
    
    
    40,364Customer relationships and trademarks
    
    
    8,129
    
    
    
    8,308Other assets
    
    
    1,495
    
    
    
    997$
    71,605
    
    
    $
    60,942LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Current portion of long-term debt
    
    $
    61,022
    
    
    $
    590Accounts payable
    
    
    3,142
    
    
    
    5,866Deferred revenue
    
    
    5,430
    
    
    
    4,819Accrued fees payable to related party
    
    
    1,189
    
    
    
    1,721Advances from stockholder
    
    
    4,550
    
    
    
    4,550Accrued and other liabilities
    
    
    16,507
    
    
    
    9,215Net current liabilities of discontinued segment
    
    
    973
    
    
    
    474Redeemable preferred stock:Series D preferred stock, $.01 par value (authorized 100 shares; issued
and outstanding 12.5 shares; $12,497 liquidation value)
    
    
    12,497Series E preferred stock, $.01 par value (authorized 25 shares; issued
and outstanding 7.6 shares; $7,606 liquidation value)
    
    
    7,606Series F preferred stock, $.01 par value (authorized 25 shares; issued
and outstanding 2.0 shares; $2,000 liquidation value)
    
    
    2,000Total current liabilities
    
    
    114,916
    
    
    
    27,235Long-term debt
    
    
    8,693
    
    
    
    64,625Other liabilities, excluding redeemable preferred stock
    
    
    356
    
    
    
    497Net noncurrent liabilities of discontinued segments
    
    
    697
    
    
    
    840Redeemable preferred stock:Series D preferred stock (issued and outstanding 12.5 shares; $12,497 liquidation value)
    
    
    
    
    
    
    12,497Series E
preferred stock (issued and outstanding 9.8 shares; $9,799
liquidation value)
    
    
    
    
    
    
    9,799Series F preferred stock (issued and outstanding 2.0 shares; $2,000 liquidation value)
    
    
    
    
    
    
    2,000Total liabilities
    
    
    124,662
    
    
    
    117,493Commitments and contingenciesStockholders deficit:Common stock, $.01 par value (authorized 100,000 shares;
issued 6,414 and 5,386 shares as of November 30, 2004
and August 31, 2004, respectively)
    
    
    64
    
    
    
    54Additional paid-in capital
    
    
    84,149
    
    
    
    81,706Accumulated deficit
    
    
    (137,270
    )
    
    
    (138,311
    )Total stockholders deficit
    
    
    (53,057
    )
    
    
    (56,551
    )$
    71,605
    
    
    $
    60,942
  3




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##### 



BULL RUN CORPORATION
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
 Three Months EndedNovember 30,2004
    
    
    2003(restated)Revenue from services rendered
    
    $
    23,075
    
    
    $
    19,495Operating costs and expenses:Direct operating costs of services rendered
    
    
    15,776
    
    
    
    12,958Selling, general and administrative
    
    
    4,343
    
    
    
    4,408Amortization of acquisition intangibles
    
    
    179
    
    
    
    313Total operating costs and expenses
    
    
    20,298
    
    
    
    17,679Operating income
    
    
    2,777
    
    
    
    1,816Other income (expense):Net change in value of derivative instrument
    
    
    310
    
    
    
    306Interest expense
    
    
    (1,700
    )
    
    
    (1,086
    )Debt issue cost amortization
    
    
    (249
    )
    
    
    (291
    )Other income (expense)
    
    
    12
    
    
    
    6Income from continuing operations
    
    
    1,150
    
    
    
    751Loss from discontinued operations
    
    
    (109
    )
    
    
    (1,873
    )Net income (loss)
    
    
    1,041
    
    
    
    (1,122
    )Preferred dividends
    
    
    
    
    
    
    (532
    )Net income (loss) available to common stockholders
    
    $
    1,041
    
    
    $
    (1,654
    )Income (loss) per share available to common stockholders, basic:Income from continuing operations
    
    $
    0.20
    
    
    $
    0.05Loss from discontinued operations
    
    
    (0.02
    )
    
    
    (0.43
    )$
    0.18
    
    
    $
    (0.38
    )Income (loss) per share available to common stockholders, diluted:Income from continuing operations
    
    $
    0.11
    
    
    $
    0.05Loss from discontinued operations
    
    
    (0.01
    )
    
    
    (0.43
    )$
    0.10
    
    
    $
    (0.38
    )Weighted average number of common shares outstanding:Basic
    
    
    5,713
    
    
    
    4,340Diluted
    
    
    15,278
    
    
    
    4,340
  4




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##### 



BULL RUN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE
PREFERRED STOCK AND STOCKHOLDERS DEFICIT (Unaudited)
 RedeemablePreferred
    
    
    Common StockStock
    
    
    Shares
    
    
    AmountAs of September 1, 2004
    
    $
    24,296
    
    
    
    5,386
    
    
    $
    54Conversion of redeemable
preferred stock
to shares of common stock
    
    
    (2,193
    )
    
    
    313
    
    
    
    3Issuance of common stock
    
    
    
    
    
    
    715
    
    
    
    7As of November 30, 2004
    
    $
    22,103
    
    
    
    6,414
    
    
    $
    64
 Additional
    
    
    
    
    
    
    TotalPaid-In
    
    
    Accumulated
    
    
    StockholdersCapital
    
    
    Deficit
    
    
    Deficit(restated)
    
    
    (restated)As of September 1, 2004
    
    $
    81,706
    
    
    $
    (138,311
    )
    
    $
    (56,551
    )Conversion of redeemable
preferred stock
to shares of common stock
    
    
    2,190
    
    
    
    
    
    
    
    2,193Issuance of common stock
    
    
    253
    
    
    
    
    
    
    
    260Net income
    
    
    
    
    
    
    1,041
    
    
    
    1,041As of November 30, 2004
    
    $
    84,149
    
    
    $
    (137,270
    )
    
    $
    (53,057
    )
  5




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##### 



BULL RUN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 Three Months EndedNovember 30,2004
    
    
    2003(restated)Cash flows from operating activities:Net income (loss)
    
    $
    1,041
    
    
    $
    (1,122
    )Loss from discontinued operations
    
    
    109
    
    
    
    1,873Adjustments to reconcile net loss to net
cash used in
continuing operations:Provision for bad debts
    
    
    45
    
    
    
    50Depreciation, amortization and
intangibles impairment
    
    
    573
    
    
    
    871Net change in value of derivative
instrument
    
    
    (310
    )
    
    
    (306
    )Interest accrued on redeemable preferred
stock
    
    
    529Change in operating assets and
liabilities:Accounts receivable
    
    
    (10,164
    )
    
    
    (4,972
    )Inventories
    
    
    (356
    )
    
    
    (48
    )Prepaid costs and expenses
    
    
    371
    
    
    
    442Accounts payable and accrued expenses
    
    
    4,309
    
    
    
    (425
    )Other long-term liabilities
    
    
    169Net cash used in continuing operations
    
    
    (3,684
    )
    
    
    (3,637
    )Net cash provided by (used in)
discontinued operations
    
    
    99
    
    
    
    (2,722
    )Net cash used in operating activities
    
    
    (3,585
    )
    
    
    (6,359
    )Cash flows from investing activities:Capital expenditures
    
    
    (17
    )
    
    
    (48
    )Other investing activities
    
    
    10
    
    
    
    13Net cash used in continuing operation
investing activities
    
    
    (7
    )
    
    
    (35
    )Net cash provided by (used in)
discontinued operation
investing activities
    
    
    150
    
    
    
    (12
    )Net cash provided by (used in) investing
activities
    
    
    143
    
    
    
    (47
    )Cash flows from financing activities:Borrowings from notes payable and
revolving line of credit
    
    
    4,500Debt issue costs
    
    
    (444
    )
    
    
    (38
    )Preferred stock dividends paid
    
    
    (254
    )Issuance of preferred stock
    
    
    
    
    
    
    2,000Net cash provided by continuing
operation financing activities
    
    
    3,802
    
    
    
    1,962Net increase (decrease) in cash and cash
equivalents
    
    
    360
    
    
    
    (4,444
    )Cash and cash equivalents, beginning of
period
    
    
    450
    
    
    
    4,520Cash and cash equivalents, end of period
    
    $
    810
    
    
    $
    76
  6




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##### 



BULL RUN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. BASIS OF PRESENTATION
   Discontinued Operation 
  Stock-Based Compensation 
 7




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##### 



Three Months EndedNovember 30,2004
    
    
    2003Net income (loss) available to common stockholders, as
reported
    
    $
    1,041
    
    
    $
    (1,654
    )Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards,
net of related tax effects
    
    
    (1
    )
    
    
    (92
    )Net income (loss) available to common stockholders, pro
forma, for computation of basic income (loss) per share
    
    $
    1,040
    
    
    $
    (1,746
    )Net income (loss) per common share, basic:As reported
    
    $
    0.18
    
    
    $
    (0.38
    )Pro forma
    
    $
    0.18
    
    
    $
    (0.40
    )Net income (loss) available to common stockholders, as
reported
    
    $
    1,041
    
    
    $
    (1,654
    )Adjustment to accrued preferred dividends for computation
of diluted earnings (loss) per share
    
    
    500Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards,
net of related tax effects
    
    
    (1
    )
    
    
    (92
    )Net income (loss) available to common stockholders, pro
forma, for computation of diluted income (loss) per share
    
    $
    1,540
    
    
    $
    (1,746
    )Net income (loss) per common share, diluted:As reported
    
    $
    0.10
    
    
    $
    (0.38
    )Pro forma
    
    $
    0.10
    
    
    $
    (0.40
    )
 2. RESTATEMENT OF FINANCIAL STATEMENTS
   As
    
    
    As PreviouslyRestated
    
    
    ReportedCondensed
Consolidated Balance SheetsAs of
November 30, 2004:Current
liability  redeemable preferred stock
    
    $
    22,103
    
    
    $
    0Total
current liabilities
    
    
    114,916
    
    
    
    92,813Noncurrent
liability  redeemable preferred stock
    
    
    0
    
    
    
    22,103Condensed Consolidated Statement of OperationsThree Months Ended November 30, 2004:Interest expense
    
    $
    (1,700
    )
    
    $
    (1,171
    )Income from continuing operations
    
    
    1,150
    
    
    
    1,679Net income
    
    
    1,041
    
    
    
    1,570Preferred dividends
    
    
    0
    
    
    
    (529
    )Net income available to common stockholders
    
    
    1,041
    
    
    
    1,041Condensed Consolidated Statement of Cash FlowsThree Months Ended November 30, 2004:Net income
    
    
    1,041
    
    
    
    1,570Interest accrued on redeemable preferred stock
    
    
    529
    
    
    
    0
 8




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##### 



3. LIQUIDITY
   4. DISCONTINUED OPERATIONS
    Accrued liability as of August 31, 2004
    
    $
    2,625Costs incurred during the period
    
    
    (524
    )Accrued liability as of November 30, 2004
    
    $
    2,101
  9




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##### 



November 30,
    
    
    August 31,2004
    
    
    2004Current liabilities:Accounts payable and accrued expenses
    
    $
    805
    
    
    $
    1,429Restructuring obligations
    
    
    282
    
    
    
    513Deferred revenue
    
    
    339
    
    
    
    831Current assets:Accounts receivable, net
    
    
    (365
    )
    
    
    (2,163
    )Inventories
    
    
    
    
    
    
    (6
    )Prepaid costs and expenses
    
    
    (88
    )
    
    
    (130
    )Net current liabilities of discontinued segment
    
    $
    973
    
    
    $
    474Noncurrent liabilities:Restructuring obligations
    
    $
    1,819
    
    
    $
    2,112Noncurrent assets:Note receivable, net
    
    
    (1,095
    )
    
    
    (1,245
    )Property and equipment, net
    
    
    (12
    )
    
    
    (12
    )Other assets
    
    
    (15
    )
    
    
    (15
    )Net noncurrent liabilities of discontinued segments
    
    $
    697
    
    
    $
    840
  Three Months EndedNovember 30,2004
    
    
    2003Revenues:Affinity Events
    
    $
    292
    
    
    $
    2,139Costs and Expenses:Affinity Events:Direct operating costs of services rendered
    
    $
    285
    
    
    $
    2,433Selling, general and administrative
    
    
    116
    
    
    
    1,579$
    401
    
    
    $
    4,012Income (Loss) from Discontinued Operations:Affinity Events
    
    $
    (109
    )
    
    $
    (1,873
    )
 10




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##### 



5. SUPPLEMENTAL CASH FLOW DISCLOSURES
  Three Months EndedNovember 30,2004
    
    
    2003Interest paid
    
    $
    1,089
    
    
    $
    1,211Income taxes paid
    
    
    0
    
    
    
    27Noncash investing and financing activities:Exchange of subordinated debt for shares
of preferred stock
    
    
    
    
    
    
    8,016Issuance of common stock in connection
with debt issuance costs
    
    
    260Issuance of common stock to a retirement
plan and as a component of
directors fees
    
    
    
    
    
    
    100Conversion of Series E preferred stock to
shares of common stock
    
    
    2,190
 6. GOODWILL AND OTHER ACQUISITION INTANGIBLE ASSETS
  CollegiateMarketing and
    
    
    AffinityProduction
    
    
    ManagementServices
    
    
    Services
    
    
    TotalAs of September 1, 2003
    
    $
    37,189
    
    
    $
    6,475
    
    
    $
    43,664Impairment charge
    
    
    (3,300
    )
    
    
    
    
    
    
    (3,300
    )As of August 31, 2004
    
    
    33,889
    
    
    
    6,475
    
    
    
    40,364As of November 30, 2004
    
    $
    33,889
    
    
    $
    6,475
    
    
    $
    40,364
  CollegiateMarketing and
    
    
    AffinityProduction
    
    
    ManagementServices
    
    
    Services
    
    
    TotalAs of September 1, 2003
    
    $
    7,306
    
    
    $
    2,256
    
    
    $
    9,562Amortization
    
    
    (1,113
    )
    
    
    (141
    )
    
    
    (1,254
    )As of August 31, 2004
    
    
    6,193
    
    
    
    2,115
    
    
    
    8,308Amortization
    
    
    (144
    )
    
    
    (35
    )
    
    
    (179
    )As of November 30, 2004
    
    $
    6,049
    
    
    $
    2,080
    
    
    $
    8,129
   11




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##### 



7. LONG-TERM DEBT
  November 30,
    
    
    August 31,2004
    
    
    2004Term Loans
    
    $
    35,932
    
    
    $
    35,932Revolving Loans
    
    
    23,000
    
    
    
    20,000Subordinated Notes
    
    
    10,783
    
    
    
    9,28369,715
    
    
    
    65,215Less current portion
    
    
    61,022
    
    
    
    590$
    8,693
    
    
    $
    64,625
     12




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##### 



.
   8. INCOME TAXES
  9. PREFERRED STOCK
   13




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##### 



14




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##### 



10. EARNINGS (LOSS) PER SHARE
  Three Months EndedNovember 30,2004
    
    
    2003(restated)Income (loss) for computation of basic income (loss) per share:Income from continuing operations
    
    $
    1,150
    
    
    $
    751Preferred dividends
    
    
    
    
    
    
    (532
    )Income from continuing operations available to common stockholders
    
    
    1,150
    
    
    
    219Loss from discontinued operations
    
    
    (109
    )
    
    
    (1,873
    )Net income (loss) available to common stockholders
    
    $
    1,041
    
    
    $
    (1,654
    )Weighted average number of common shares outstanding for the computation of basic
income (loss) per share
    
    
    5,713
    
    
    
    4,340Basic income (loss) per share:Income from continuing operations
    
    $
    0.20
    
    
    $
    0.05Discontinued operations
    
    
    (0.02
    )
    
    
    (0.43
    )Net income (loss) available to common stockholders
    
    $
    0.18
    
    
    $
    (0.38
    )Income (loss) for computation of diluted income (loss) per share:Income from continuing operations
    
    $
    1,150
    
    
    $
    751Preferred dividends
    
    
    
    
    
    
    (532
    )Income from continuing operations available to common stockholders
    
    
    1,150
    
    
    
    219Adjustment to preferred dividends assuming preferred stock was converted to common
stock at the beginning of the period, except to the extent of preferred shares actually
converted and preferred dividends paid in cash during the period
    
    
    5001,650
    
    
    
    219Loss from discontinued operations
    
    
    (109
    )
    
    
    (1,873
    )Net income (loss) available to common stockholders for the computation of diluted
earnings (loss) per share
    
    $
    1,541
    
    
    $
    (1,654
    )Weighted average number of common shares outstanding
    
    
    5,713
    
    
    
    4,340Effect of accrued stock compensation for guarantee of debt and asset pledge
    
    
    22Effect of weighted average dilutive convertible preferred stock outstanding
    
    
    4,075Effect of accrued preferred stock dividends at the beginning of the period potentially payable
in the form of common stock
    
    
    5,468Adjusted weighted average number of common shares and assumed conversions for the
computation of diluted earnings (loss) per share
    
    
    15,278
    
    
    
    4,340Diluted earnings (loss) per share:Income from continuing operations
    
    $
    0.11
    
    
    $
    0.05Discontinued operations
    
    
    (0.01
    )
    
    
    (0.43
    )Net income (loss) available to common stockholders
    
    $
    0.10
    
    
    $
    (0.38
    )
 15




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##### 



11. SEGMENT INFORMATION
   Three Months EndedNovember 30,2004
    
    
    2003Net revenues, continuing operations:Collegiate Marketing and Production Services
    
    $
    20,937
    
    
    $
    17,332Association Management Services
    
    
    2,138
    
    
    
    2,163$
    23,075
    
    
    $
    19,495Operating income (loss), continuing operations:Collegiate Marketing and Production Services
    
    $
    2,703
    
    
    $
    1,942Association Management Services
    
    
    508
    
    
    
    509Amortization of acquisition intangibles
    
    
    (179
    )
    
    
    (313
    )Unallocated general and administrative costs
    
    
    (255
    )
    
    
    (322
    )$
    2,777
    
    
    $
    1,816
 12. SUBSEQUENT EVENT  MERGER OF BULL RUN INTO TRIPLE CROWN MEDIA, INC.
  16




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##### 



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 RESTATEMENT OF FINANCIAL STATEMENTS
  OVERVIEW
   CERTAIN RELATIONSHIPS
 % %
  17




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##### 



CRITICAL ACCOUNTING POLICIES
  Revenue Recognition and Rights Fee Expenses 
  Goodwill and Other Intangible Assets 
   18




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##### 



Deferred Income Taxes 
  Derivative Instruments and Hedging Activities 
  Valuation of Certain Non-Trade Receivables 
  LIQUIDITY AND CAPITAL RESOURCES
 Credit Arrangements 
   19




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##### 



20




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##### 



Historical Cash Flow Information  Summary 
  Three Months EndedNovember 30,2004
    
    
    2003Cash flows from operating activities:Continuing operations
    
    $
    (3,684
    )
    
    $
    (3,637
    )Discontinued operations
    
    
    99
    
    
    
    (2,722
    )Cash flows from investing activities:Continuing operation investing activities
    
    
    (7
    )
    
    
    (35
    )Discontinued operation investing activities
    
    
    150
    
    
    
    (12
    )Cash flows from financing activities
    
    
    3,802
    
    
    
    1,962Net increase (decrease) in cash and cash equivalents
    
    $
    360
    
    
    $
    (4,444
    )
 Historical Cash Flow Information  Cash Flows from Operating Activities 
  Three Months EndedNovember 30,2004
    
    
    2003Income from operations
    
    $
    2,777
    
    
    $
    1,816Depreciation and amortization included in operations
    
    
    344
    
    
    
    530Interest expense, net of noncash preferred stock dividends
    
    
    (1,171
    )
    
    
    (1,086
    )Net change in operating assets and liabilities
    
    
    (5,626
    )
    
    
    (4,953
    )Other operating cash flows
    
    
    (8
    )
    
    
    56Net cash flows from continuing operations
    
    
    (3,684
    )
    
    
    (3,637
    )Net cash flows from discontinued operations
    
    
    99
    
    
    
    (2,722
    )Net cash flows from operating activities
    
    $
    (3,585
    )
    
    $
    (6,359
    )
   21




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##### 



Historical Cash Flow Information  Cash Flows from Investing Activities
  Three Months EndedNovember 30,2004
    
    
    2003Capital expenditures
    
    $
    (17
    )
    
    $
    (48
    )Increase in other assets
    
    
    10
    
    
    
    13Net cash flows from continuing operation investing activities
    
    
    (7
    )
    
    
    (35
    )Net cash flows from discontinued operation investing activities
    
    
    150
    
    
    
    (12
    )Net cash flows from investing activities
    
    $
    143
    
    
    $
    (47
    )
  Historical Cash Flow Information  Cash Flows from Financing Activities
  Nine Months EndedMay 31,2004
    
    
    2003Borrowings from revolving line of credit
    
    $
    3,000
    
    
    $Proceeds on subordinated note payable to affiliated company
    
    
    1,500Debt issue costs
    
    
    (444
    )
    
    
    (38
    )Preferred stock dividends paid
    
    
    (254
    )Proceeds on issuance of preferred stock
    
    
    
    
    
    
    2,000Net cash flows from financing activities
    
    $
    3,802
    
    
    $
    1,962
 CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
  Payments Due by Period as of November 30, 2004Less than
    
    
    More than 1
    
    
    More than 3
    
    
    More thanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    to 3 Years
    
    
    to 5 Years
    
    
    5 YearsLong-term debt obligations
    
    $
    69,715
    
    
    $
    61,022
    
    
    $
    8,693
    
    
    $
    
    
    
    $Capital lease obligations
    
    
    217
    
    
    
    79
    
    
    
    138Operating lease obligations
    
    
    5,647
    
    
    
    1,716
    
    
    
    1,756
    
    
    
    1,292
    
    
    
    883Purchase obligations
    
    
    79,896
    
    
    
    15,222
    
    
    
    27,264
    
    
    
    12,772
    
    
    
    24,638Total
    
    $
    155,475
    
    
    $
    78,039
    
    
    $
    37,851
    
    
    $
    14,064
    
    
    $
    25,521
     22




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##### 



RESULTS OF CONTINUING OPERATIONS  THREE MONTHS ENDED NOVEMBER 30, 2004 COMPARED TO THREE MONTHS
ENDED NOVEMBER 30, 2003
 Results Derived from Operating Businesses 
  Three Months EndedNovember 30,2004
    
    
    2003RevenuesCollegiate Marketing and Production Services
    
    $
    20,937
    
    
    $
    17,332Association Management Services
    
    
    2,138
    
    
    
    2,163$
    23,075
    
    
    $
    19,495Operating Costs and ExpensesDirect operating costs of services rendered
    
    $
    15,776
    
    
    $
    12,958Selling, general and administrative
    
    
    4,343
    
    
    
    4,408Amortization of acquisition intangibles
    
    
    179
    
    
    
    313$
    20,298
    
    
    $
    17,679Income (Loss) from OperationsCollegiate Marketing and Production Services
    
    $
    2,703
    
    
    $
    1,942Association Management Services
    
    
    508
    
    
    
    509Amortization of acquisition intangibles
    
    
    (179
    )
    
    
    (313
    )Unallocated general and administrative costs
    
    
    (255
    )
    
    
    (322
    )$
    2,777
    
    
    $
    1,816
    23




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##### 



Results Derived from Derivative Instrument 
  Interest Expense and Debt Related Costs 
   Income Taxes 
  RESULTS OF DISCONTINUED OPERATIONS
  Three Months EndedNovember 30,2004
    
    
    2003Revenue from services rendered
    
    $
    292
    
    
    $
    2,139Operating costs and expenses:Direct operating costs of services rendered
    
    
    285
    
    
    
    2,433Selling, general and administrative
    
    
    116
    
    
    
    1,579401
    
    
    
    4,012Loss from discontinued operations
    
    $
    (109
    )
    
    $
    (1,873
    )
  24




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##### 



INTEREST RATE AND MARKET RATE RISK
   FORWARD-LOOKING STATEMENTS
  Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Item 4. Controls and Procedures
 Disclosure Controls and Procedures
  25




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##### 



Restatement of Previously Issued Financial Statements
  Changes in Internal Control over Financial Reporting
   PART II. OTHER INFORMATION
 Item 2. Unregistered Sales of Equity Securities
   Item 6. Exhibits
 31.1
    
    Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 26




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##### 



SIGNATURES
  BULL RUN CORPORATIONDate:
September 12, 2005
    
    By:
    
    /s/ FREDERICK J. ERICKSONFrederick J. EricksonVice President-Finance, Treasurerand Assistant Secretary
 27