GEORGIA | 0-9385 | 58-2458679 | ||
(State or other | (Commission File | (IRS Employer | ||
jurisdiction of | Number) | Identification No.) | ||
incorporation) |
(a) | On September 8, 2005, the Audit Committee of the Companys Board of Directors determined that the Companys unaudited interim financial statements for each of the quarterly periods ended November 30, 2004, February 28, 2005 and May 31, 2005 should be restated to correct errors related to the Companys accounting for dividends on redeemable preferred stock and to report such preferred stock as a current liability on the balance sheet. The Company had incorrectly recorded dividends accruing on the Companys redeemable preferred stock as a reduction of stockholders equity rather than interest expense in the statement of operations. As a result, interest expense, loss from continuing operations and net loss were understated and preferred dividends were overstated for the current fiscal year. In addition, the redeemable preferred stock had been reported as a noncurrent liability, which, as a result, understated total current liabilities. The accounting errors had no effect on previously reported operating income, earnings (loss) available to common stockholders or earnings (loss) per share amounts. Only the interim fiscal periods subsequent to August 31, 2004, the date as of which the Companys preferred stock was reclassified from stockholders equity to liabilities, require restatement. Accordingly, the Audit Committee of the Companys Board of Directors determined that the unaudited interim financial statements contained in the Companys Form 10-Q for each of the periods ended November 30, 2004, February 28, 2005 and May 31, 2005 should no longer be relied upon. The Company intends to file, as soon as practicable, an amended Form 10-Q for each of the quarterly periods ended November 30, 2004, February 28, 2005 and May 31, 2005 which will include restated financial statements for the respective periods. | ||
The Audit Committee of the Companys Board of Directors has discussed the matters disclosed in this filing with PricewaterhouseCoopers LLP, the Companys independent registered public accounting firm. | |||
As a result of the restatement, the Company determined that a control deficiency existed with respect to the Companys internal controls over its financial reporting related to accounting for preferred stock. Accordingly, the Company has concluded that its disclosure controls and procedures were not effective and this control deficiency constituted a material weakness in the Companys internal control over financial reporting as of November 30, 2004 and through May 31, 2005. A material weakness is a control deficiency or combination of control deficiencies that results in a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The Company is in the process of determining the remedial steps necessary to eliminate the material weakness that resulted in the restatement and intends to engage the services of consultants, as necessary, to assist in the review of certain complex accounting matters. | |||
The impact of the restatement is presented in the table on the following page (amounts in 000s). |
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As | As Previously | |||||||
Restated | Reported | |||||||
Condensed
Consolidated Balance Sheets: |
||||||||
As of
November 30, 2004: |
||||||||
Current
liability redeemable preferred stock |
$ | 22,103 | $ | 0 | ||||
Total
current liabilities |
114,916 | 92,813 | ||||||
Noncurrent
liability redeemable preferred stock |
0 | 22,103 | ||||||
As of
February 28, 2005: |
||||||||
Current
liability redeemable preferred stock |
$ | 22,103 | $ | 0 | ||||
Total
current liabilities |
122,612 | 100,509 | ||||||
Noncurrent
liability redeemable preferred stock |
0 | 22,103 | ||||||
As of
May 31, 2005: |
||||||||
Current
liability redeemable preferred stock |
$ | 22,082 | $ | 0 | ||||
Total
current liabilities |
116,856 | 94,774 | ||||||
Noncurrent
liability redeemable preferred stock |
0 | 22,082 | ||||||
Condensed Consolidated Statements of Operations: |
||||||||
Three Months Ended November 30, 2004: |
||||||||
Interest expense |
$ | (1,700 | ) | $ | (1,171 | ) | ||
Income from continuing operations |
1,150 | 1,679 | ||||||
Net income |
1,041 | 1,570 | ||||||
Preferred dividends |
0 | (529 | ) | |||||
Net income available to common stockholders |
1,041 | 1,041 | ||||||
Three 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 | ) | 890 | |||||
Net income (loss) |
(119 | ) | 913 | |||||
Preferred dividends |
0 | (1,032 | ) | |||||
Net loss available to common stockholders |
(119 | ) | (119 | ) | ||||
Three 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 Flows: |
||||||||
Three Months Ended November 30, 2004: |
||||||||
Net income |
$ | 1,041 | $ | 1,570 | ||||
Interest accrued on redeemable preferred stock |
529 | 0 | ||||||
Six Months Ended February 28, 2005: |
||||||||
Net income (loss) |
$ | (119 | ) | $ | 913 | |||
Interest accrued on redeemable preferred stock |
1,032 | 0 | ||||||
Nine Months Ended May 31, 2005: |
||||||||
Net loss |
$ | (1,615 | ) | $ | (95 | ) | ||
Interest accrued on redeemable preferred stock |
1,520 | 0 |
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Date: September 12, 2005
|
BULL RUN CORPORATION | |||
By: | /s/ FREDERICK J. ERICKSON | |||
Frederick J. Erickson Vice President Finance, Chief Financial Officer, Treasurer and Assistant Secretary |
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