##### 



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 1934
 For the quarterly period endedFebruary 28, 2005
 OR
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For 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




---



##### 



PART I. FINANCIAL INFORMATION
 Item 1. Financial Statements
 BULL RUN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
 February 28,
    
    
    August 31,2005
    
    
    2004(restated)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    480
    
    
    $
    450Accounts receivable, net of allowance of $345 and $309 as of
February 28, 2005 and August 31, 2004, respectively
    
    
    13,699
    
    
    
    5,219Inventories
    
    
    898
    
    
    
    663Prepaid costs and expenses
    
    
    1,802
    
    
    
    1,757Total current assets
    
    
    16,879
    
    
    
    8,089Property and equipment, net
    
    
    2,937
    
    
    
    3,184Goodwill
    
    
    40,364
    
    
    
    40,364Customer relationships and trademarks
    
    
    7,949
    
    
    
    8,308Other assets
    
    
    1,324
    
    
    
    997$
    69,453
    
    
    $
    60,942LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Current portion of long-term debt (including $4,519 payable to related
parties as of February 28, 2005 and none as of August 31, 2004)
    
    $
    69,125
    
    
    $
    590Accounts payable
    
    
    4,325
    
    
    
    5,866Deferred revenue
    
    
    3,940
    
    
    
    4,819Accrued fees payable to related party
    
    
    1,354
    
    
    
    1,721Advances from stockholder
    
    
    6,050
    
    
    
    4,550Accrued and other liabilities
    
    
    14,905
    
    
    
    9,215Net current liabilities of discontinued segment
    
    
    810
    
    
    
    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
    
    
    122,612
    
    
    
    27,235Long-term debt (including $3,019 payable to related parties)
    
    
    
    
    
    
    64,625Other liabilities, excluding redeemable preferred stock
    
    
    198
    
    
    
    497Net noncurrent liabilities of discontinued segments
    
    
    554
    
    
    
    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
    
    
    123,364
    
    
    
    117,493Commitments and contingenciesStockholders deficit:Common stock, $.01 par value (authorized 100,000 shares;
issued 6,887 and 5,386 shares as of February 28, 2005
and August 31, 2004, respectively)
    
    
    69
    
    
    
    54Additional paid-in capital
    
    
    84,450
    
    
    
    81,706Accumulated deficit
    
    
    (138,430
    )
    
    
    (138,311
    )Total stockholders deficit
    
    
    (53,911
    )
    
    
    (56,551
    )$
    69,453
    
    
    $
    60,942
  3




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##### 



BULL RUN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
 Three Months Ended
    
    
    Six Months EndedFebruary 28,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,2005
    
    
    2004
    
    
    2005
    
    
    2004(restated)
    
    
    
    
    
    
    (restated)Revenue from services rendered
    
    $
    18,034
    
    
    $
    16,343
    
    
    $
    41,109
    
    
    $
    35,838Operating costs and expenses:Direct operating costs of services rendered
    
    
    13,020
    
    
    
    10,645
    
    
    
    28,796
    
    
    
    23,603Selling, general and administrative
    
    
    4,283
    
    
    
    4,451
    
    
    
    8,626
    
    
    
    8,859Amortization of acquisition intangibles
    
    
    180
    
    
    
    314
    
    
    
    359
    
    
    
    627Total operating costs and expenses
    
    
    17,483
    
    
    
    15,410
    
    
    
    37,781
    
    
    
    33,089Operating income
    
    
    551
    
    
    
    933
    
    
    
    3,328
    
    
    
    2,749Other income (expense):Net change in value of derivative instrument
    
    
    102
    
    
    
    241
    
    
    
    412
    
    
    
    547Interest expense, related parties
    
    
    (527
    )
    
    
    (10
    )
    
    
    (1,050
    )
    
    
    (10
    )Interest expense, other
    
    
    (1,064
    )
    
    
    (1,098
    )
    
    
    (2,241
    )
    
    
    (2,184
    )Debt issue cost amortization, related parties
    
    
    (240
    )
    
    
    (217
    )
    
    
    (436
    )
    
    
    (435
    )Debt issue cost amortization, other
    
    
    (111
    )
    
    
    (76
    )
    
    
    (164
    )
    
    
    (149
    )Other income (expense)
    
    
    (3
    )
    
    
    (17
    )
    
    
    9
    
    
    
    (11
    )Income (loss) from continuing operations
    
    
    (1,292
    )
    
    
    (244
    )
    
    
    (142
    )
    
    
    507Income (loss) from discontinued operations
    
    
    132
    
    
    
    (1,446
    )
    
    
    23
    
    
    
    (3,319
    )Net loss
    
    
    (1,160
    )
    
    
    (1,690
    )
    
    
    (119
    )
    
    
    (2,812
    )Preferred dividends
    
    
    
    
    
    
    (558
    )
    
    
    
    
    
    
    (1,090
    )Net loss available to common stockholders
    
    $
    (1,160
    )
    
    $
    (2,248
    )
    
    $
    (119
    )
    
    $
    (3,902
    )Earnings (loss) per share available to common stockholders,
basic and diluted:Continuing operations
    
    $
    (0.20
    )
    
    $
    (0.18
    )
    
    $
    (0.02
    )
    
    $
    (0.13
    )Discontinued operations
    
    
    0.02
    
    
    
    (0.32
    )
    
    
    0.00
    
    
    
    (0.75
    )$
    (0.18
    )
    
    $
    (0.50
    )
    
    $
    (0.02
    )
    
    $
    (0.88
    )Weighted average number of common shares outstanding:Basic and diluted
    
    
    6,529
    
    
    
    4,500
    
    
    
    6,121
    
    
    
    4,420
  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
    
    
    
    
    
    
    1,188
    
    
    
    12As of February 28, 2005
    
    $
    22,103
    
    
    
    6,887
    
    
    $
    69
 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
    
    
    554
    
    
    
    
    
    
    
    566Net loss
    
    
    
    
    
    
    (119
    )
    
    
    (119
    )As of February 28, 2005
    
    $
    84,450
    
    
    $
    (138,430
    )
    
    $
    (53,911
    )
  5




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##### 



BULL RUN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 Six Months EndedFebruary 28,
    
    
    February 29,2005
    
    
    2004(restated)Cash flows from operating activities:Net loss
    
    $
    (119
    )
    
    $
    (2,812
    )Loss (income) from discontinued operations
    
    
    (23
    )
    
    
    3,319Adjustments to reconcile net income (loss) to net cash
used in continuing operations:Provision for bad debts
    
    
    77
    
    
    
    (63
    )Depreciation and amortization
    
    
    1,260
    
    
    
    1,736Net change in value of derivative instrument
    
    
    (412
    )
    
    
    (547
    )Interest accrued on redeemable preferred stock
    
    
    1,032Change in operating assets and liabilities:Accounts receivable
    
    
    (8,556
    )
    
    
    (4,082
    )Inventories
    
    
    (235
    )
    
    
    (316
    )Prepaid costs and expenses
    
    
    29
    
    
    
    310Accounts payable and other current liabilities
    
    
    2,126
    
    
    
    (655
    )Other long-term liabilities
    
    
    113
    
    
    
    (20
    )Net cash used in continuing operations
    
    
    (4,708
    )
    
    
    (3,130
    )Net cash used in discontinued operations
    
    
    (976
    )
    
    
    (4,753
    )Net cash used in operating activities
    
    
    (5,684
    )
    
    
    (7,883
    )Cash flows from investing activities:Capital expenditures
    
    
    (45
    )
    
    
    (188
    )Other investing activities
    
    
    9
    
    
    
    (58
    )Net cash used in continuing operation investing activities
    
    
    (36
    )
    
    
    (246
    )Net cash provided by (used in) discontinued operation
investing activities
    
    
    1,039
    
    
    
    (15
    )Net cash provided by (used in) investing activities
    
    
    1,003
    
    
    
    (261
    )Cash flows from financing activities:Borrowings from revolving line of credit
    
    
    3,000Borrowings on note issued by related party
    
    
    1,500Cash advances made by stockholder
    
    
    1,500
    
    
    
    1,800Repayments on long-term debt
    
    
    (590
    )Debt issue costs
    
    
    (445
    )
    
    
    (41
    )Preferred stock dividends paid
    
    
    (254
    )Issuance of preferred stock
    
    
    
    
    
    
    2,000Net cash provided by continuing operation financing activities
    
    
    4,711
    
    
    
    3,759Net increase (decrease) in cash and cash equivalents
    
    
    30
    
    
    
    (4,385
    )Cash and cash equivalents, beginning of period
    
    
    450
    
    
    
    4,520Cash and cash equivalents, end of period
    
    $
    480
    
    
    $
    135
  6




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##### 



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




---



##### 



Three Months Ended
    
    
    Six Months EndedFebruary 28,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,2005
    
    
    2004
    
    
    2005
    
    
    2004Net loss available to common stockholders, as reported
    
    $
    (1,160
    )
    
    $
    (2,248
    )
    
    $
    (119
    )
    
    $
    (3,902
    )Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related effects
    
    
    (1
    )
    
    
    (92
    )
    
    
    (2
    )
    
    
    (184
    )Net loss available to common stockholders, pro forma,
for computation of basic and diluted earnings (loss)
per share
    
    $
    (1,161
    )
    
    $
    (2,340
    )
    
    $
    (121
    )
    
    $
    (4,086
    )Earnings (loss) per common share, basic and diluted:As reported
    
    $
    (0.18
    )
    
    $
    (0.50
    )
    
    $
    (0.02
    )
    
    $
    (0.88
    )Pro forma
    
    $
    (0.18
    )
    
    $
    (0.52
    )
    
    $
    (0.02
    )
    
    $
    (0.92
    )
 2. RESTATEMENT OF FINANCIAL STATEMENTS
   As
    
    
    As PreviouslyRestated
    
    
    ReportedCondensed
Consolidated Balance SheetsAs of
February 28, 2005:Current
liability  redeemable preferred stock
    
    $
    22,103
    
    
    $
    0Total
current liabilities
    
    
    122,612
    
    
    
    100,509Noncurrent
liability  redeemable preferred stock
    
    
    0
    
    
    
    22,103Condensed
Consolidated Statements of OperationsThree Months Ended February 28, 2005:Interest expense, related parties
    
    $
    (527
    )
    
    $
    (83
    )Interest expense, other
    
    
    (1,064
    )
    
    
    (1,005
    )Loss from continuing operations
    
    
    (1,292
    )
    
    
    (789
    )Net loss
    
    
    (1,160
    )
    
    
    (657
    )Preferred dividends
    
    
    0
    
    
    
    (503
    )Net loss available to common stockholders
    
    
    (1,160
    )
    
    
    (1,160
    )Six Months Ended February 28, 2005:Interest expense, related parties
    
    $
    (1,050
    )
    
    $
    (162
    )Interest expense, other
    
    
    (2,241
    )
    
    
    (2,097
    )Income (loss) from continuing operations
    
    
    (142
    )
    
    
    890Net income (loss)
    
    
    (119
    )
    
    
    913Preferred dividends
    
    
    0
    
    
    
    (1,032
    )Net loss available to common stockholders
    
    
    (119
    )
    
    
    (119
    )Condensed
Consolidated Statements of Cash FlowsSix Months Ended February 28, 2005:Net income (loss)
    
    $
    (119
    )
    
    $
    913Interest accrued on redeemable preferred stock
    
    
    1,032
    
    
    
    0
 8




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##### 



3. LIQUIDITY
   4. DISCONTINUED OPERATIONS
    Accrued liability as of August 31, 2004
    
    $
    2,625Proceeds on sale of Events assets
    
    
    870Costs incurred during the period
    
    
    (828
    )Accrued liability as of February 28, 2005
    
    $
    2,667
  9




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##### 



February 28,
    
    
    August 31,2005
    
    
    2004Current liabilities:Accounts payable and accrued expenses
    
    $
    125
    
    
    $
    1,429Restructuring obligations
    
    
    1,020
    
    
    
    513Deferred revenue
    
    
    20
    
    
    
    831Current assets:Accounts receivable, net
    
    
    (348
    )
    
    
    (2,163
    )Inventories
    
    
    
    
    
    
    (6
    )Prepaid costs and expenses
    
    
    (7
    )
    
    
    (130
    )Net current liabilities of discontinued segment
    
    $
    810
    
    
    $
    474Noncurrent liabilities:Restructuring obligations
    
    $
    1,647
    
    
    $
    2,112Other liabilities
    
    
    4Noncurrent assets:Note receivable, net
    
    
    (1,095
    )
    
    
    (1,245
    )Property and equipment, net
    
    
    (2
    )
    
    
    (12
    )Other assets
    
    
    
    
    
    
    (15
    )Net noncurrent liabilities of discontinued segments
    
    $
    554
    
    
    $
    840
  Three Months Ended
    
    
    Six Months EndedFebruary 28,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues, Affinity Events
    
    $
    363
    
    
    $
    578
    
    
    $
    655
    
    
    $
    2,717Costs and expenses, Affinity Events:Direct operating costs of services rendered
    
    $
    124
    
    
    $
    422
    
    
    $
    409
    
    
    $
    2,855Selling, general and administrative
    
    
    107
    
    
    
    1,602
    
    
    
    223
    
    
    
    3,181$
    231
    
    
    $
    2,024
    
    
    $
    632
    
    
    $
    6,036Income (loss) from discontinued operations,
Affinity Events
    
    $
    132
    
    
    $
    (1,446
    )
    
    $
    23
    
    
    $
    (3,319
    )
 10




---



##### 



5. SUPPLEMENTAL CASH FLOW DISCLOSURES
  Six Months EndedFebruary 28,
    
    
    February 29,2005
    
    
    2004Interest paid
    
    $
    2,524
    
    
    $
    2,320Income taxes paid
    
    
    
    
    
    
    27Noncash investing and financing activities:Exchange of subordinated debt for shares
of preferred stock
    
    
    
    
    
    
    8,016Issuance of common stock in payment of
preferred stock dividends
    
    
    
    
    
    
    503Issuance of common stock in connection
with debt issuance costs
    
    
    499
    
    
    
    479Issuance of common stock to a retirement
plan and as a component of directors fees
    
    
    67
    
    
    
    150Conversion of Series E preferred stock to
shares of common stock
    
    
    2,193
 6. GOODWILL AND OTHER ACQUISITION INTANGIBLE ASSETS
   CollegiateMarketing and
    
    
    AssociationProduction
    
    
    ManagementServices
    
    
    Services
    
    
    TotalAs of September 1, 2003
    
    $
    7,306
    
    
    $
    2,256
    
    
    $
    9,562Amortization
    
    
    (556
    )
    
    
    (71
    )
    
    
    (627
    )As of February 29, 2004
    
    $
    6,750
    
    
    $
    2,185
    
    
    $
    8,935As of September 1, 2004
    
    $
    6,193
    
    
    $
    2,115
    
    
    $
    8,308Amortization
    
    
    (288
    )
    
    
    (71
    )
    
    
    (359
    )As of February 28, 2005
    
    $
    5,905
    
    
    $
    2,044
    
    
    $
    7,949
    11




---



##### 



7. LONG-TERM DEBT
  February 28,
    
    
    August 31,2005
    
    
    2004Term Loans
    
    $
    35,932
    
    
    $
    35,932Revolving Loans
    
    
    23,000
    
    
    
    20,000Subordinated Notes
    
    
    10,193
    
    
    
    9,28369,125
    
    
    
    65,215Less current portion
    
    
    69,125
    
    
    
    590$
    0
    
    
    $
    64,625
    12




---



##### 



.
   8. INCOME TAXES
  9. PREFERRED STOCK
   13




---



##### 



10. EARNINGS (LOSS) PER SHARE
  Three Months Ended
    
    
    Six Months EndedFebruary 28,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,2005
    
    
    2004
    
    
    2005
    
    
    2004(restated)
    
    
    
    
    
    
    (restated)Income (loss) for computation of basic and diluted earnings (loss)
per share:Income (loss) from continuing operations
    
    $
    (1,292
    )
    
    $
    (244
    )
    
    $
    (142
    )
    
    $
    507Preferred dividends
    
    
    
    
    
    
    (558
    )
    
    
    
    

    
    
    (1,090
    )Loss from continuing operations available to common stockholders
    
    
    (1,292
    )
    
    
    (802
    )
    
    
    (142
    )
    
    
    (583
    )Income (loss) from discontinued operations
    
    
    132
    
    
    
    (1,446
    )
    
    
    23
    
    
    
    (3,319
    )Net loss available to common stockholders
    
    $
    (1,160
    )
    
    $
    (2,248
    )
    
    $
    (119
    )
    
    $
    (3,902
    )Weighted average number of common shares outstanding for the
computation of basic earnings (loss) per share
    
    
    6,529
    
    
    
    4,500
    
    
    
    6,121
    
    
    
    4,420Basic earnings (loss) per share:Continuing operations
    
    $
    (0.20
    )
    
    $
    (0.18
    )
    
    $
    (0.02
    )
    
    $
    (0.13
    )Discontinued operations
    
    
    0.02
    
    
    
    (0.32
    )
    
    
    0.00
    
    
    
    (0.75
    )Net income (loss) available to common stockholders
    
    $
    (0.18
    )
    
    $
    (0.50
    )
    
    $
    (0.02
    )
    
    $
    (0.88
    )
 14




---



##### 



11. SEGMENT INFORMATION
   Three Months Ended
    
    
    Six Months EndedFebruary 28,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,2005
    
    
    2004
    
    
    2005
    
    
    2004Net revenues, continuing operations:Collegiate Marketing and Production Services
    
    $
    16,266
    
    
    $
    13,990
    
    
    $
    37,202
    
    
    $
    31,323Association Management Services
    
    
    1,768
    
    
    
    2,353
    
    
    
    3,907
    
    
    
    4,515$
    18,034
    
    
    $
    16,343
    
    
    $
    41,109
    
    
    $
    35,838Operating income, continuing operations:Collegiate Marketing and Production Services
    
    $
    679
    
    
    $
    744
    
    
    $
    3,382
    
    
    $
    2,686Association Management Services
    
    
    310
    
    
    
    862
    
    
    
    818
    
    
    
    1,372Amortization of acquisition intangibles
    
    
    (180
    )
    
    
    (314
    )
    
    
    (359
    )
    
    
    (627
    )Unallocated general and administrative costs
    
    
    (258
    )
    
    
    (359
    )
    
    
    (513
    )
    
    
    (682
    )$
    551
    
    
    $
    933
    
    
    $
    3,328
    
    
    $
    2,749
 12. SUBSEQUENT EVENT  MERGER OF BULL RUN INTO TRIPLE CROWN MEDIA, INC.
  15




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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
 % %
   16




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##### 









CRITICAL ACCOUNTING POLICIES




Revenue Recognition and Rights Fee Expenses -








Goodwill and Other Intangible Assets -


17




---



##### 

















Deferred Income Taxes -




Valuation of Certain Non-Trade Receivable -


18




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##### 









Transactions with Related Parties -




LIQUIDITY AND CAPITAL RESOURCES


Credit Arrangements -










19



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##### 



Historical Cash Flow Information   Summary 
  Six Months EndedFebruary 28,
    
    
    February 29,2005
    
    
    2004Cash flows from operating activities:Continuing operations
    
    $
    (4,708
    )
    
    $
    (3,130
    )Discontinued operations
    
    
    (976
    )
    
    
    (4,753
    )Cash flows from investing activities:Continuing operation investing activities
    
    
    (36
    )
    
    
    (246
    )Discontinued operation investing activities
    
    
    1,039
    
    
    
    (15
    )Cash flows from financing activities
    
    
    4,711
    
    
    
    3,759Net increase (decrease) in cash and cash equivalents
    
    $
    30
    
    
    $
    (4,385
    )
 Historical Cash Flow Information   Cash Flows from Operating Activities 
  Six Months EndedFebruary 28,
    
    
    February 29,2005
    
    
    2004Income from operations
    
    $
    3,328
    
    
    $
    2,749Depreciation and amortization included in operations
    
    
    691
    
    
    
    1,057Interest expense, net of noncash preferred stock dividends
    
    
    (2,259
    )
    
    
    (2,194
    )Net change in operating assets and liabilities
    
    
    (6,446
    )
    
    
    (4,826
    )Other operating cash flows
    
    
    (22
    )
    
    
    84Net cash flows from continuing operations
    
    
    (4,708
    )
    
    
    (3,130
    )Net cash flows from discontinued operations
    
    
    (976
    )
    
    
    (4,753
    )Net cash flows from operating activities
    
    $
    (5,684
    )
    
    $
    (7,883
    )
 20




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##### 



Historical Cash Flow Information   Cash Flows from Investing Activities
  Six Months EndedFebruary 28,
    
    
    February 29,2005
    
    
    2004Capital expenditures
    
    $
    (45
    )
    
    $
    (188
    )Decrease (increase) in other assets
    
    
    9
    
    
    
    (58
    )Net cash flows from continuing operation investing activities
    
    
    (36
    )
    
    
    (246
    )Net cash flows from discontinued operation investing activities
    
    
    1,039
    
    
    
    (15
    )Net cash flows from investing activities
    
    $
    1,003
    
    
    $
    (261
    )
  Historical Cash Flow Information  Cash Flows from Financing Activities
  Six Months EndedFebruary 28,
    
    
    February 29,2005
    
    
    2004Borrowings from revolving line of credit
    
    $
    3,000
    
    
    $Borrowings on note issued by related party
    
    
    1,500Cash advances made by stockholder
    
    
    1,500
    
    
    
    1,800Repayments on long-term debt
    
    
    (590
    )Debt issue costs
    
    
    (445
    )
    
    
    (41
    )Preferred stock dividends paid
    
    
    (254
    )Issuance of preferred stock
    
    
    
    
    
    
    2,000Net cash flows from financing activities
    
    $
    4,711
    
    
    $
    3,759
 21




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##### 



CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
  Payments Due by Period as of February 28, 2005Less than
    
    
    More than 1
    
    
    More than 3
    
    
    More thanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    to 3 Years
    
    
    to 5 Years
    
    
    5 YearsLong-term debt obligations
    
    $
    69,125
    
    
    $
    69,125
    
    
    $
    
    
    
    $
    
    
    
    $Interest obligations
    
    
    2,598
    
    
    
    2,598Capital lease obligations
    
    
    211
    
    
    
    59
    
    
    
    152Operating lease obligations
    
    
    5,487
    
    
    
    1,735
    
    
    
    1,578
    
    
    
    1,296
    
    
    
    878Purchase obligations
    
    
    75,670
    
    
    
    15,277
    
    
    
    24,897
    
    
    
    12,783
    
    
    
    22,713Total
    
    $
    153,091
    
    
    $
    88,794
    
    
    $
    26,627
    
    
    $
    14,079
    
    
    $
    23,591
      22




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##### 



RESULTS OF CONTINUING OPERATIONS  THREE MONTHS ENDED FEBRUARY 28, 2005 COMPARED TO SIX MONTHS
ENDED FEBRUARY 29, 2004
 Results Derived from Operating Businesses 
  Three Months EndedFebruary 28,
    
    
    February 29,2005
    
    
    2004RevenuesCollegiate Marketing and Production Services
    
    $
    16,266
    
    
    $
    13,990Association Management Services
    
    
    1,768
    
    
    
    2,353$
    18,034
    
    
    $
    16,343Operating Costs and ExpensesDirect operating costs of services rendered
    
    $
    13,020
    
    
    $
    10,645Selling, general and administrative
    
    
    4,283
    
    
    
    4,451Amortization of acquisition intangibles
    
    
    180
    
    
    
    314$
    17,483
    
    
    $
    15,410Income (Loss) from OperationsCollegiate Marketing and Production Services
    
    $
    679
    
    
    $
    744Association Management Services
    
    
    310
    
    
    
    862Amortization of acquisition intangibles
    
    
    (180
    )
    
    
    (314
    )Unallocated general and administrative costs
    
    
    (258
    )
    
    
    (359
    )$
    551
    
    
    $
    933
     Results Derived from Derivative Instrument 
  23




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##### 



Interest Expense and Debt Related Costs 
   Income Taxes 
  RESULTS OF CONTINUING OPERATIONS  SIX MONTHS ENDED FEBRUARY 28, 2005 COMPARED TO SIX MONTHS ENDED
FEBRUARY 29, 2004
 Results Derived from Operating Businesses 
  Six Months EndedFebruary 28,
    
    
    February 29,2005
    
    
    2004RevenuesCollegiate Marketing and Production Services
    
    $
    37,202
    
    
    $
    31,323Association Management Services
    
    
    3,907
    
    
    
    4,515$
    41,109
    
    
    $
    35,838Operating Costs and ExpensesDirect operating costs of services rendered
    
    $
    28,796
    
    
    $
    23,603Selling, general and administrative
    
    
    8,626
    
    
    
    8,859Amortization of acquisition intangibles
    
    
    359
    
    
    
    627$
    37,781
    
    
    $
    33,089Income (Loss) from OperationsCollegiate Marketing and Production Services
    
    $
    3,382
    
    
    $
    2,686Association Management Services
    
    
    818
    
    
    
    1,372Amortization of acquisition intangibles
    
    
    (359
    )
    
    
    (627
    )Unallocated general and administrative costs
    
    
    (513
    )
    
    
    (682
    )$
    3,328
    
    
    $
    2,749
  24




---



##### 



Results Derived from Derivative Instrument 
  Interest Expense and Debt Related Costs 
   Income Taxes 
  25




---



##### 



RESULTS OF DISCONTINUED OPERATIONS
  Three Months Ended
    
    
    Six Months EndedFebruary 28,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenue from services rendered
    
    $
    363
    
    
    $
    578
    
    
    $
    655
    
    
    $
    2,717Operating costs and expenses:Direct operating costs of services rendered
    
    
    124
    
    
    
    422
    
    
    
    409
    
    
    
    2,855Selling, general and administrative
    
    
    107
    
    
    
    1,602
    
    
    
    223
    
    
    
    3,181231
    
    
    
    2,024
    
    
    
    632
    
    
    
    6,036Income (loss) from discontinued operations
    
    $
    132
    
    
    $
    (1,446
    )
    
    $
    23
    
    
    $
    (3,319
    )
  INTEREST RATE AND MARKET RATE RISK
   FORWARD-LOOKING STATEMENTS
  26




---



##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Item 4. Controls and Procedures
 Disclosure Controls and Procedures
  Restatement of Previously Issued Financial Statements
  Changes in Internal Control over Financial Reporting
   27




---



##### 



PART II. OTHER INFORMATION
 Item 1. Legal Proceedings
    Item 4. Submission of Matters to a Vote of Security Holders
   For:
    
    
    6,023,925Withhold:
    
    
    48,832
  For:
    
    
    6,031,204Against:
    
    
    20,809Abstain:
    
    
    20,744
 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
 28




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##### 



SIGNATURES
  BULL RUN CORPORATIONDate:
September 12, 2005
    
    By:
    
    /s/ FREDERICK J. ERICKSONFrederick J. EricksonVice President-Finance, Treasurerand Assistant Secretary
 29