##### 



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 endedMay 31, 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
(State of incorporation
or organization)
    
    58-2458679
(I.R.S. Employer
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)
 May 31,
    
    
    August 31,2005
    
    
    2004(restated)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    897
    
    
    $
    450Accounts receivable, net of allowance of $358 and $309 as of May 31,
2005 and August 31, 2004, respectively
    
    
    7,465
    
    
    
    5,219Inventories
    
    
    753
    
    
    
    663Prepaid costs and expenses
    
    
    1,134
    
    
    
    1,757Total current assets
    
    
    10,249
    
    
    
    8,089Property and equipment, net
    
    
    2,794
    
    
    
    3,184Goodwill
    
    
    40,364
    
    
    
    40,364Customer relationships and trademarks
    
    
    7,770
    
    
    
    8,308Other assets
    
    
    998
    
    
    
    997$
    62,175
    
    
    $
    60,942LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Current portion of long-term debt (including $4,519 payable to related
parties as of May 31, 2005 and none as of August 31, 2004)
    
    $
    69,125
    
    
    $
    590Accounts payable
    
    
    4,132
    
    
    
    5,866Deferred revenue
    
    
    1,691
    
    
    
    4,819Accrued fees payable to related party
    
    
    1,318
    
    
    
    1,721Advances from stockholder
    
    
    6,050
    
    
    
    4,550Accrued and other liabilities
    
    
    11,654
    
    
    
    9,215Net current liabilities of discontinued segment
    
    
    804
    
    
    
    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; $7,585 liquidation value)
    
    
    7,585Series F preferred stock, $.01 par value (authorized 25 shares; issued
and outstanding 2.0 shares; $2,000 liquidation value)
    
    
    2,000Total current liabilities
    
    
    116,856
    
    
    
    27,235Long-term debt (including $3,019 payable to related parties)
    
    
    
    
    
    
    64,625Other liabilities, excluding redeemable preferred stock
    
    
    257
    
    
    
    497Net noncurrent liabilities of discontinued segments
    
    
    448
    
    
    
    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
    
    
    117,561
    
    
    
    117,493Commitments and contingenciesStockholders deficit:Common stock, $.01 par value (authorized 100,000 shares; issued 6,890
and 5,386 shares as of May 31, 2005 and August 31, 2004, respectively)
    
    
    69
    
    
    
    54Additional paid-in capital
    
    
    84,471
    
    
    
    81,706Accumulated deficit
    
    
    (139,926
    )
    
    
    (138,311
    )Total stockholders deficit
    
    
    (55,386
    )
    
    
    (56,551
    )$
    62,175
    
    
    $
    60,942
  3




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##### 



BULL RUN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
 Three Months Ended
    
    
    Nine Months EndedMay 31,
    
    
    May 31,2005
    
    
    2004
    
    
    2005
    
    
    2004(restated)
    
    
    
    
    
    
    (restated)Revenue from services rendered
    
    $
    12,949
    
    
    $
    12,773
    
    
    $
    54,058
    
    
    $
    48,611Operating costs and expenses:Direct operating costs of services rendered
    
    
    7,664
    
    
    
    8,426
    
    
    
    36,460
    
    
    
    32,029Selling, general and administrative
    
    
    4,693
    
    
    
    4,577
    
    
    
    13,319
    
    
    
    13,436Amortization and impairment of acquisition intangibles
    
    
    179
    
    
    
    3,613
    
    
    
    538
    
    
    
    4,240Total operating costs and expenses
    
    
    12,536
    
    
    
    16,616
    
    
    
    50,317
    
    
    
    49,705Operating income (loss)
    
    
    413
    
    
    
    (3,843
    )
    
    
    3,741
    
    
    
    (1,094
    )Other income (expense):Net change in value of derivative instrument
    
    
    
    
    
    
    400
    
    
    
    412
    
    
    
    947Interest expense, related parties
    
    
    (527
    )
    
    
    (69
    )
    
    
    (1,578
    )
    
    
    (79
    )Interest expense, other
    
    
    (1,015
    )
    
    
    (1,067
    )
    
    
    (3,255
    )
    
    
    (3,251
    )Debt issue cost amortization, related parties
    
    
    (239
    )
    
    
    (217
    )
    
    
    (675
    )
    
    
    (652
    )Debt issue cost amortization, other
    
    
    (111
    )
    
    
    (77
    )
    
    
    (275
    )
    
    
    (226
    )Other income (expense)
    
    
    (2
    )
    
    
    (63
    )
    
    
    7
    
    
    
    (74
    )Loss from continuing operations
    
    
    (1,481
    )
    
    
    (4,936
    )
    
    
    (1,623
    )
    
    
    (4,429
    )Income (loss) from discontinued operations
    
    
    (15
    )
    
    
    (1,400
    )
    
    
    8
    
    
    
    (4,719
    )Net loss
    
    
    (1,496
    )
    
    
    (6,336
    )
    
    
    (1,615
    )
    
    
    (9,148
    )Preferred dividends
    
    
    
    
    
    
    (568
    )
    
    
    
    
    
    
    (1,658
    )Net loss available to common stockholders
    
    $
    (1,496
    )
    
    $
    (6,904
    )
    
    $
    (1,615
    )
    
    $
    (10,806
    )Earnings (loss) per share available to common stockholders,
basic and diluted:Continuing operations
    
    $
    (0.22
    )
    
    $
    (1.15
    )
    
    $
    (0.25
    )
    
    $
    (1.34
    )Discontinued operations
    
    
    (0.00
    )
    
    
    (0.29
    )
    
    
    0.00
    
    
    
    (1.04
    )$
    (0.22
    )
    
    $
    (1.44
    )
    
    $
    (0.25
    )
    
    $
    (2.38
    )Weighted average number of common shares outstanding:Basic and diluted
    
    
    6,887
    
    
    
    4,798
    
    
    
    6,376
    
    
    
    4,546
  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
    
    
    (2,214
    )
    
    
    316
    
    
    
    3Issuance of common stock
    
    
    
    
    
    
    1,188
    
    
    
    12As of May 31, 2005
    
    $
    22,082
    
    
    
    6,890
    
    
    $
    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
    
    
    2,211
    
    
    
    
    
    
    
    2,214Issuance of common stock
    
    
    554
    
    
    
    
    
    
    
    566Net loss
    
    
    
    
    
    
    (1,615
    )
    
    
    (1,615
    )As of May 31, 2005
    
    $
    84,471
    
    
    $
    (139,926
    )
    
    $
    (55,386
    )
  5




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##### 



BULL RUN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 Nine Months EndedMay 31,2005
    
    
    2004(restated)Cash flows from operating activities:Net loss
    
    $
    (1,615
    )
    
    $
    (9,148
    )Loss (income) from discontinued operations
    
    
    (8
    )
    
    
    4,719Adjustments to reconcile net loss to net cash used in
continuing operations:Provision for bad debts
    
    
    107
    
    
    
    (23
    )Depreciation, amortization and intangibles impairment
    
    
    1,947
    
    
    
    5,951Net change in value of derivative instrument
    
    
    (412
    )
    
    
    (947
    )Interest accrued on redeemable preferred stock
    
    
    1,520Change in operating assets and liabilities:Accounts receivable
    
    
    (2,352
    )
    
    
    1,401Inventories
    
    
    (90
    )
    
    
    (129
    )Prepaid costs and expenses
    
    
    697
    
    
    
    655Accounts payable and other current liabilities
    
    
    (4,090
    )
    
    
    (6,648
    )Other long-term liabilities
    
    
    169
    
    
    
    (20
    )Net cash used in continuing operations
    
    
    (4,127
    )
    
    
    (4,189
    )Net cash used in discontinued operations
    
    
    (1,197
    )
    
    
    (4,813
    )Net cash used in operating activities
    
    
    (5,324
    )
    
    
    (9,002
    )Cash flows from investing activities:Capital expenditures
    
    
    (58
    )
    
    
    (285
    )Other investing activities
    
    
    (12
    )
    
    
    (62
    )Net cash used in continuing operation investing activities
    
    
    (70
    )
    
    
    (347
    )Net cash provided by discontinued operation investing
activities
    
    
    1,133
    
    
    
    182Net cash provided by (used in) investing activities
    
    
    1,063
    
    
    
    (165
    )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
    
    
    
    3,300Repayments on long-term debt
    
    
    (590
    )Debt issue costs
    
    
    (445
    )
    
    
    (41
    )Preferred stock dividends paid
    
    
    (257
    )Issuance of preferred stock
    
    
    
    
    
    
    2,000Net cash provided by continuing operation financing activities
    
    
    4,708
    
    
    
    5,259Net increase (decrease) in cash and cash equivalents
    
    
    447
    
    
    
    (3,908
    )Cash and cash equivalents, beginning of period
    
    
    450
    
    
    
    4,520Cash and cash equivalents, end of period
    
    $
    897
    
    
    $
    612
  6




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##### 



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




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##### 



Three Months Ended
    
    
    Nine Months EndedMay 31,
    
    
    May 31,2005
    
    
    2004
    
    
    2005
    
    
    2004Net loss available to common stockholders, as reported
    
    $
    (1,496
    )
    
    $
    (6,904
    )
    
    $
    (1,615
    )
    
    $
    (10,806
    )Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related effects
    
    
    (1
    )
    
    
    (93
    )
    
    
    (3
    )
    
    
    (278
    )Net loss available to common stockholders, pro forma,
for computation of basic and diluted earnings (loss)
per share
    
    $
    (1,497
    )
    
    $
    (6,997
    )
    
    $
    (1,618
    )
    
    $
    (11,084
    )Earnings (loss) per common share, basic and diluted:As reported
    
    $
    (0.22
    )
    
    $
    (1.44
    )
    
    $
    (0.25
    )
    
    $
    (2.38
    )Pro forma
    
    $
    (0.22
    )
    
    $
    (1.46
    )
    
    $
    (0.25
    )
    
    $
    (2.44
    )
 2. RESTATEMENT OF FINANCIAL STATEMENTS
   As
    
    
    As PreviouslyRestated
    
    
    ReportedCondensed
Consolidated Balance SheetsAs of
May 31, 2005:Current
liability  redeemable preferred stock
    
    $
    22,082
    
    
    $
    0Total
current liabilities
    
    
    116,856
    
    
    
    94,774Noncurrent
liability  redeemable preferred stock
    
    
    0
    
    
    
    22,082Condensed Consolidated Statements of OperationsThree Months Ended May 31, 2005:Interest expense, related parties
    
    $
    (527
    )
    
    $
    (83
    )Interest expense, other
    
    
    (1,015
    )
    
    
    (971
    )Loss from continuing operations
    
    
    (1,481
    )
    
    
    (993
    )Net loss
    
    
    (1,496
    )
    
    
    (1,008
    )Preferred dividends
    
    
    0
    
    
    
    (488
    )Net loss available to common stockholders
    
    
    (1,496
    )
    
    
    (1,496
    )Nine Months Ended May 31, 2005:Interest expense, related parties
    
    $
    (1,578
    )
    
    $
    (245
    )Interest expense, other
    
    
    (3,255
    )
    
    
    (3,068
    )Loss from continuing operations
    
    
    (1,623
    )
    
    
    (103
    )Net loss
    
    
    (1,615
    )
    
    
    (95
    )Preferred dividends
    
    
    0
    
    
    
    (1,520
    )Net loss available to common stockholders
    
    
    (1,615
    )
    
    
    (1,615
    )Condensed Consolidated Statements of Cash FlowsNine Months Ended May 31, 2005:Net loss
    
    $
    (1,615
    )
    
    $
    (95
    )Interest accrued on redeemable preferred stock
    
    
    1,520
    
    
    
    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
    
    
    (1,283
    )Accrued liability as of May 31, 2005
    
    $
    2,212
  9




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##### 



May 31,
    
    
    August 31,2005
    
    
    2004Current liabilities:Accounts payable and accrued expenses
    
    $
    83
    
    
    $
    1,429Restructuring obligations
    
    
    766
    
    
    
    513Deferred revenue
    
    
    
    
    
    
    831Current assets:Accounts receivable, net
    
    
    (43
    )
    
    
    (2,163
    )Prepaid costs and expenses
    
    
    (2
    )
    
    
    (136
    )Net current liabilities of discontinued segment
    
    $
    804
    
    
    $
    474Noncurrent liabilities:Restructuring obligations
    
    $
    1,446
    
    
    $
    2,112Noncurrent assets:Note receivable, net
    
    
    (995
    )
    
    
    (1,245
    )Other
    
    
    (3
    )
    
    
    (27
    )Net noncurrent liabilities of discontinued segments
    
    $
    448
    
    
    $
    840
  Three Months Ended
    
    
    Nine Months EndedMay 31,
    
    
    May 31,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues, Affinity Events
    
    $
    
    
    
    $
    1,525
    
    
    $
    655
    
    
    $
    4,242Costs and expenses, Affinity Events:Direct operating costs of services rendered
    
    $
    9
    
    
    $
    1,313
    
    
    $
    418
    
    
    $
    4,168Selling, general and administrative
    
    
    6
    
    
    
    1,612
    
    
    
    229
    
    
    
    4,793$
    15
    
    
    $
    2,925
    
    
    $
    647
    
    
    $
    8,961Income (loss) from discontinued operations,
Affinity Events
    
    $
    (15
    )
    
    $
    (1,400
    )
    
    $
    8
    
    
    $
    (4,719
    )
 10




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##### 



5. SUPPLEMENTAL CASH FLOW DISCLOSURES
  Nine Months EndedMay 31,2005
    
    
    2004Interest paid
    
    $
    3,489
    
    
    $
    3,383Income taxes paid
    
    
    
    
    
    
    21Noncash 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
    
    
    
    694Issuance 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
    
    
    2,214
 6. GOODWILL AND OTHER ACQUISITION INTANGIBLE ASSETS
    CollegiateMarketing and
    
    
    AssociationProduction
    
    
    ManagementServices
    
    
    Services
    
    
    TotalAs of September 1, 2003
    
    $
    7,306
    
    
    $
    2,256
    
    
    $
    9,562Amortization
    
    
    (805
    )
    
    
    (135
    )
    
    
    (940
    )As of May 31, 2004
    
    $
    6,501
    
    
    $
    2,121
    
    
    $
    8,622As of September 1, 2004
    
    $
    6,193
    
    
    $
    2,115
    
    
    $
    8,308Amortization
    
    
    (430
    )
    
    
    (108
    )
    
    
    (538
    )As of May 31, 2005
    
    $
    5,763
    
    
    $
    2,007
    
    
    $
    7,770
   11




---



##### 



7. LONG-TERM DEBT
  May 31,
    
    
    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
    
    
    Nine Months EndedMay 31,
    
    
    May 31,2005
    
    
    2004
    
    
    2005
    
    
    2004(restated)
    
    
    
    
    
    
    (restated)Income (loss) for computation of basic and diluted earnings (loss)
per share:Loss from continuing operations
    
    $
    (1,481
    )
    
    $
    (4,936
    )
    
    $
    (1,623
    )
    
    $
    (4,429
    )Preferred dividends
    
    
    
    
    
    
    (568
    )
    
    
    
    
    
    
    (1,658
    )Loss from continuing operations available to common stockholders
    
    
    (1,481
    )
    
    
    (5,504
    )
    
    
    (1,623
    )
    
    
    (6,087
    )Income (loss) from discontinued operations
    
    
    (15
    )
    
    
    (1,400
    )
    
    
    8
    
    
    
    (4,719
    )Net loss available to common stockholders
    
    $
    (1,496
    )
    
    $
    (6,904
    )
    
    $
    (1,615
    )
    
    $
    (10,806
    )Weighted average number of common shares outstanding for the
computation of basic and diluted earnings (loss) per share
    
    
    6,887
    
    
    
    4,798
    
    
    
    6,376
    
    
    
    4,546Basic and diluted earnings (loss) per share:Continuing operations
    
    $
    (0.22
    )
    
    $
    (1.15
    )
    
    $
    (0.25
    )
    
    $
    (1.34
    )Discontinued operations
    
    
    (0.00
    )
    
    
    (0.29
    )
    
    
    0.00
    
    
    
    (1.04
    )Net loss available to common stockholders
    
    $
    (0.22
    )
    
    $
    (1.44
    )
    
    $
    (0.25
    )
    
    $
    (2.38
    )
 14




---



##### 



11. SEGMENT INFORMATION
   Three Months Ended
    
    
    Nine Months EndedMay 31,
    
    
    May 31,2005
    
    
    2004
    
    
    2005
    
    
    2004Net revenues, continuing operations:Collegiate Marketing and Production Services
    
    $
    10,845
    
    
    $
    10,896
    
    
    $
    48,047
    
    
    $
    42,219Association Management Services
    
    
    2,104
    
    
    
    1,877
    
    
    
    6,011
    
    
    
    6,392$
    12,949
    
    
    $
    12,773
    
    
    $
    54,058
    
    
    $
    48,611Operating income, continuing operations:Collegiate Marketing and Production Services
    
    $
    444
    
    
    $
    (341
    )
    
    $
    3,826
    
    
    $
    2,345Association Management Services
    
    
    460
    
    
    
    328
    
    
    
    1,278
    
    
    
    1,700Amortization and impairment of acquisition intangibles
    
    
    (179
    )
    
    
    (3,613
    )
    
    
    (538
    )
    
    
    (4,240
    )Unallocated general and administrative costs
    
    
    (312
    )
    
    
    (217
    )
    
    
    (825
    )
    
    
    (899
    )$
    413
    
    
    $
    (3,843
    )
    
    $
    3,741
    
    
    $
    (1,094
    )
 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




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##### 



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 
  Nine Months EndedMay 31,2005
    
    
    2004Cash flows from operating activities:Continuing operations
    
    $
    (4,127
    )
    
    $
    (4,189
    )Discontinued operations
    
    
    (1,197
    )
    
    
    (4,813
    )Cash flows from investing activities:Continuing operation investing activities
    
    
    (70
    )
    
    
    (347
    )Discontinued operation investing activities
    
    
    1,133
    
    
    
    182Cash flows from financing activities
    
    
    4,708
    
    
    
    5,259Net increase (decrease) in cash and cash equivalents
    
    $
    447
    
    
    $
    (3,908
    )
 Historical Cash Flow Information  Cash Flows from Operating Activities 
  Nine Months EndedMay 31,2005
    
    
    2004Operating income (loss) from continuing operations
    
    $
    3,741
    
    
    $
    (1,094
    )Depreciation, amortization and impairment charges
included in the operating loss
    
    
    997
    
    
    
    5,073Interest expense, net of noncash preferred stock dividends
    
    
    (3,313
    )
    
    
    (3,330
    )Net change in operating assets and liabilities
    
    
    (5,559
    )
    
    
    (4,764
    )Other operating cash flows
    
    
    7
    
    
    
    (74
    )Net cash flows from continuing operations
    
    
    (4,127
    )
    
    
    (4,189
    )Net cash flows from discontinued operations
    
    
    (1,197
    )
    
    
    (4,813
    )Net cash flows from operating activities
    
    $
    (5,324
    )
    
    $
    (9,002
    )
 20




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##### 



Historical Cash Flow Information  Cash Flows from Investing Activities
  Nine Months EndedMay 31,2005
    
    
    2004Capital expenditures
    
    $
    (58
    )
    
    $
    (285
    )Decrease (increase) in other assets
    
    
    (12
    )
    
    
    (62
    )Net cash flows from continuing operation investing activities
    
    
    (70
    )
    
    
    (347
    )Net cash flows from discontinued operation investing activities
    
    
    1,133
    
    
    
    182Net cash flows from investing activities
    
    $
    1,063
    
    
    $
    (165
    )
  Historical Cash Flow Information  Cash Flows from Financing Activities
  Nine Months EndedMay 31,2005
    
    
    2004Borrowings from revolving line of credit
    
    $
    3,000
    
    
    $Borrowings on note issued by related party
    
    
    1,500Cash advances made by stockholder
    
    
    1,500
    
    
    
    3,300Repayments on long-term debt
    
    
    (590
    )Debt issue costs
    
    
    (445
    )
    
    
    (41
    )Preferred stock dividends paid
    
    
    (257
    )Issuance of preferred stock
    
    
    
    
    
    
    2,000Net cash flows from financing activities
    
    $
    4,708
    
    
    $
    5,259
 21




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##### 



CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
  Payments Due by Period as of May 31, 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
    
    
    2,546
    
    
    
    2,546Capital lease obligations
    
    
    211
    
    
    
    82
    
    
    
    129Operating lease obligations
    
    
    4,034
    
    
    
    1,440
    
    
    
    1,079
    
    
    
    950
    
    
    
    565Purchase obligations
    
    
    72,284
    
    
    
    17,006
    
    
    
    22,016
    
    
    
    12,070
    
    
    
    21,192Total
    
    $
    148,200
    
    
    $
    90,199
    
    
    $
    23,224
    
    
    $
    13,020
    
    
    $
    21,757
      22




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##### 



RESULTS OF CONTINUING OPERATIONS  THREE MONTHS ENDED MAY 31, 2005 COMPARED TO THREE MONTHS
ENDED MAY 31, 2004
 Results Derived from Operating Businesses 
  Three Months EndedMay 31,2005
    
    
    2004RevenuesCollegiate Marketing and Production Services
    
    $
    10,845
    
    
    $
    10,896Association Management Services
    
    
    2,104
    
    
    
    1,877$
    12,949
    
    
    $
    12,773Operating Costs and ExpensesDirect operating costs of services rendered
    
    $
    7,664
    
    
    $
    8,426Selling, general and administrative
    
    
    4,693
    
    
    
    4,577Amortization and impairment of acquisition intangibles
    
    
    179
    
    
    
    3,613$
    12,536
    
    
    $
    16,616Income (Loss) from OperationsCollegiate Marketing and Production Services
    
    $
    444
    
    
    $
    (341
    )Association Management Services
    
    
    460
    
    
    
    328Amortization and impairment of acquisition intangibles
    
    
    (179
    )
    
    
    (3,613
    )Unallocated general and administrative costs
    
    
    (312
    )
    
    
    (217
    )$
    413
    
    
    $
    (3,843
    )
      23




---



##### 



Results Derived from Derivative Instrument 
  Interest Expense and Debt Related Costs 
   Income Taxes 
  RESULTS OF CONTINUING OPERATIONS  NINE MONTHS ENDED MAY 31, 2005 COMPARED TO NINE MONTHS ENDED MAY
31, 2004
 Results Derived from Operating Businesses 
  Nine Months EndedMay 31,2005
    
    
    2004RevenuesCollegiate Marketing and Production Services
    
    $
    48,047
    
    
    $
    42,219Association Management Services
    
    
    6,011
    
    
    
    6,392$
    54,058
    
    
    $
    48,611Operating Costs and ExpensesDirect operating costs of services rendered
    
    $
    36,460
    
    
    $
    32,029Selling, general and administrative
    
    
    13,319
    
    
    
    13,436Amortization and impairment of acquisition intangibles
    
    
    538
    
    
    
    4,240$
    50,317
    
    
    $
    49,705Income (Loss) from OperationsCollegiate Marketing and Production Services
    
    $
    3,826
    
    
    $
    2,345Association Management Services
    
    
    1,278
    
    
    
    1,700Amortization and impairment of acquisition intangibles
    
    
    (538
    )
    
    
    (4,240
    )Unallocated general and administrative costs
    
    
    (825
    )
    
    
    (899
    )$
    3,741
    
    
    $
    (1,094
    )
  24




---



##### 



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




---



##### 



RESULTS OF DISCONTINUED OPERATIONS
  Three Months Ended
    
    
    Nine Months EndedMay 31,
    
    
    May 31,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenue from services rendered
    
    $
    
    
    
    $
    1,525
    
    
    $
    655
    
    
    $
    4,242Operating costs and expenses:Direct operating costs of services rendered
    
    
    9
    
    
    
    1,313
    
    
    
    418
    
    
    
    4,168Selling, general and administrative
    
    
    6
    
    
    
    1,612
    
    
    
    229
    
    
    
    4,79315
    
    
    
    2,925
    
    
    
    647
    
    
    
    8,961Income (loss) from discontinued operations
    
    $
    (15
    )
    
    $
    (1,400
    )
    
    $
    8
    
    
    $
    (4,719
    )
  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 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
 SIGNATURES
  BULL RUN CORPORATIONDate:  September 12, 2005
    By:
    /s/ FREDERICK J. ERICKSONFrederick J. EricksonVice President-Finance, Treasurer
and Assistant Secretary 28