SecProbe.io

CORRESP
1
filename1.htm

Bull Run Corporation

BULL RUN CORPORATION

4370 Peachtree Road, N.E.

Atlanta, Georgia 30319-3099

(404) 266-8333

March 29, 2005

Mr. Larry Spirgel

Securities and Exchange Commission

Division of Corporate Finance

450 Fifth Street, N.W.

Washington, D.C. 20549-0308

    Re:

    Bull Run Corporation (“Bull
Run”)

Form 10-K for the fiscal year ended August 31, 2004

Form 10-Q for the period ended November 30, 2004

File No.: 0-9385

Dear Mr. Spirgel:

     This letter is in response to your letter dated March 15, 2005. Each of the comments in that
letter is set forth below and Bull Run’s response thereto immediately follows such comment.

Form 10-K for the year ended August 31, 2004

    1.
    Please refer to the information provided under the fourth paragraph of your response to
comment 7 [contained in the company’s supplemental response letter dated February 23, 2005],
in which you indicate how overall assessment for reasonableness of results of impairment
testing was done. Tell us why you believe that you should exclude long term debt when you
calculate the fair value and carrying value of the net assets of the Company.

RESPONSE: The Company’s long-term debt is a component of its capital structure and is not required
for the Company’s business operations. Fair value of the acquired business units is determined
without regard to the debt or interest expense to be derived therefrom, and as a result, such fair
value is compared with carrying values excluding long-term debt.

The value of a company’s common stockholder interest equals the perceived market value of the
underlying operating business, less the amount of outstanding long-term debt. Therefore, in order
to compare the market value of the Company’s common stock to the carrying amount of its business
operations, we must add (a) the carrying amount of debt outstanding to (b) the market value of the
common stock, and then compare such calculated amount to the carrying amount of the net assets of
the business excluding long-term debt.

Note that this exercise is performed solely as an overall assessment and is not in any way a
substitute for the detailed impairment testing performed by the Company under SFAS 142.

Also, it is unclear how you determined the market value of the company’s common stock if you
stated in the first paragraph that there are no quoted market prices available. We may have
additional comments after review of your response.

RESPONSE: In the second paragraph of our previous response to comment 7 we state, “Since there are
no quoted market prices available, we use present value techniques to

Mr. Robert Spirgel

Securities & Exchange Commission

March 29, 2005

estimate the fair value ... .” The reference to quoted market prices was meant to pertain to the
valuation of each individual business unit acquired by the Company, and was not intended to refer
to the market value of the Company’s common stock as quoted on the Pink Sheets quotation service.

Revenue Recognition and Rights Fee Expenses, page 39

    2.
    Please refer to the responses to comments no. 8 and 9. In future filings please expand the
disclosure in the note to include all relevant information that you have provided in the
responses.

RESPONSE: We intend to expand our accounting policy footnote as presented in future Form 10-K
filings, and similarly expand our critical accounting policy disclosure in Management’s Discussion
and Analysis of Financial Condition and Results of Operations as presented in future Form 10-Q and
Form 10-K filings, to incorporate all relevant information provided in our responses to comments
no. 8 and 9.

Goodwill and Other Long-Lived Assets, page 41

    3.
    We have reviewed your response to comment no. 11 and we believe that the customer
relationships should be amortized based on the contractual provisions. Tell us how the
16-year average life used to amortized the customer relationships compare with the contractual
life. Further, tell us why you believe your accounting basis for amortizing the customer
relationships over a 16-year average life meets the requirements of paragraph 11 of SFAS No.
142.

RESPONSE: Customer relationships were independently appraised as a group as of the acquisition
date, and valued using reasonable valuation techniques. The valuation methodology reasonably
assumed an average 20-year life for these relationships and a 5% annual attrition rate. This
valuation did not value individual contracts, but rather the collection of relationships using an
aggregate 20-year net cash flow projection for all of the identified relationships. By virtue of
using an average 20-year life and a 5% attrition assumption, the valuation methodology adequately
took into account that certain relationships may terminate sooner than 20 years and others may
endure longer than 20 years. (As stated in our previous response, a systematic method of
amortization based on the expected cash flows to be derived from these relationships
over the 20-year period approximated a 16-year straight-line method of amortization.)

We are submitting under separate cover an Exhibit of those contracts which were in effect as of the
December 17, 1999 acquisition date, the terms of the contracts in place as of that date, the date
on which the original relationship began with such party, and the date through which the
present contract, or extension thereof, is in place.

Paragraph 11 of SFAS 142 defines the useful life of an intangible asset as the “period over which
the asset is expected to contribute directly or indirectly to the future cash flows” of the entity,
and shall be based on several factors, which include contractual provisions that may limit the
useful life or contractual provisions that enable renewal or extension of the asset’s legal or
contractual life without substantial cost. The determination of the useful life of these customer
relationships was based on the period over which the asset was

2

Mr. Robert Spirgel

Securities & Exchange Commission

March 29, 2005

expected to contribute directly to the future cash flows of the Company. The Company’s Collegiate
Marketing and Association Management businesses are based on relationships with parties providing
the Company multi-media marketing rights or association management rights, which take the form of
periodic multi-year contracts which are routinely extended in the ordinary course of business.

Paragraph B174 of SFAS 141 states that “while many contracts or other rights (including customer
contracts) are fixed in duration, past history (and industry practice) often provides evidence that
the contracts or rights are generally renewed without substantial cost and effort,” and in such
cases, the value of such intangibles may be based on the present value of the future cash flows
over a period extending beyond the contract term. Such was the assumption in determining the
appraised value of the customer relationships as a group, i.e., the net present value of estimated
future cash flows over a period that exceeded the then current term of the individual contracts, as
adjusted for an assumed rate of attrition.

As is apparent from the Exhibit, individual contract periods are not indicative of the period over
which the relationships were (and are) reasonably anticipated to be in place. The Company’s
contracts for multi-media marketing rights and association management arrangements were (and are)
routinely renewed in the normal course of business, and in the case of every significant
relationship (which the sole exception being the contract with the NCAA, which when terminated,
resulted in an impairment charge), the relationship has been extended beyond the initial contract
term.

Based on the foregoing, we believe that amortization of customer relationships over a period that
extends beyond the contract periods of individual contracts was, and is, reasonable based on past
history and experience subsequent to the acquisition date, in accordance with SFAS 141 and 142.

     We acknowledge that (a) the Company is responsible for the adequacy and accuracy of the
disclosure in its Form 10-K for the year ended August 31, 2004 and Form 10-Q for the period ended
November 30, 2004 (the “Filings”); (b) SEC staff comments on changes to disclosure in response to
Staff comments in the Filings reviewed by Staff do not foreclose the Commission from taking any
action with respect to the Filings; and (c) the Company may not assert Staff comments as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

     Please contact me directly by phone, at (704) 602-3107, by fax, at (859) 226-4308, or by
e-mail, at fred.erickson@hostcommunications.com, if you have any questions or require additional
information or clarification.

    Sincerely,

    /s/ FREDERICK J. ERICKSON

    Frederick J. Erickson

    Vice President – Finance and Chief Financial Officer

cc: Robert S. Prather, Jr.

3