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<PAGE>
Exhibit Index at Page 7
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 15, 2000
------------------
GENESEE CORPORATION
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
NEW YORK 0-1653 16-0445920
--------------------------------------------------------------------------------
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
445 St. Paul Street, Rochester, New York 14605
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (716) 263-9440
-----------------------------
<PAGE>
Page 2 of 272
GENESEE CORPORATION
Item 2. Acquisition or Disposition of Assets
Sale of Assets By The Genesee Brewing Company, Inc.
---------------------------------------------------
On December 15, 2000, The Genesee Brewing Company, Inc. ("Genesee
Brewing Company"), a wholly owned subsidiary of Genesee Corporation
(the "Corporation"), completed the sale of substantially all of the
assets of its brewing business to High Falls Brewing Company, LLC
("High Falls") for $25.8 million. The sale was completed in
accordance with the terms of an Asset Purchase Agreement dated August
29, 2000, as amended by Amendment No.1 to Asset Purchase Agreement,
both of which are filed with this report as Exhibit 10-1and Exhibit
10-2, respectively (collectively, the "Asset Purchase Agreement").
The transferred assets consisted principally of all machinery,
equipment, and other tangible property used in the brewing business,
accounts receivable, inventory, customers contracts, intellectual
property and other intangible property used in the brewing business,
and certain real property and improvements located thereon. The
purchase price paid for the purchased assets consisted of $14.8
million in cash at closing and $11 million in High Falls promissory
notes. All of the promissory notes and certain of the related
collateral instruments are subject to an Intercreditor Agreement
dated as of December 15, 2000 among High Falls, Genesee Brewing
Company and certain of High Fall's other lenders, a copy of which is
filed with this report as Exhibit 10-9. The purchase price is subject
to post closing adjustment based on an audit of the closing date
balance sheet in accordance with the provisions of the Asset Purchase
Agreement.
The principals of High Falls include a director and several former
officers and directors of the Corporation, including Samuel T.
Hubbard, Jr., a director and the former President and Chief Executive
Officer of the Corporation, John B. Henderson, the former Senior Vice
President and Chief Financial Officer of the Corporation, Gary C.
Geminn, a former director of the Corporation and the former Senior
Vice President of The Genesee Brewing Company, and Michael C. Atseff,
the former Vice President and Controller of the Corporation. Because
of these individual's interest in the transaction, the Corporation
formed a Special Committee of independent directors to negotiate and
approve the transaction. The terms of the transaction were determined
through negotiations between the parties. The Special Committee
retained the firm of Houlihan Lokey Howard & Zukin Financial
Advisors, Inc. ("Houlihan Lokey") to evaluate the fairness of the
transaction. Houlihan Lokey opined that the transaction was fair to
Genesee Brewing Company, the Corporation and the Corporation's
shareholders from a financial point of view.
<PAGE>
Page 3 of 272
GENESEE CORPORATION
Item 2. Acquisition or Disposition of Assets (continued)
The above description of the Asset Purchase Agreement and related
agreements and instrument is incomplete and is qualified in its
entirety by reference to such agreements and instruments filed as
exhibits to this report. In addition, a news release announcing the
consummation of the sale was previously filed as Exhibit 99 to the
Corporation's Current Report on Form 8-K filed with the Securities
and Exchange Commission on December 18, 2000 and is hereby
incorporated by reference.
Sale of Assets By Cheyenne Leasing Company
On December 27, 2000, the Corporation's equipment leasing subsidiary,
Cheyenne Leasing Company ("Cheyenne"), completed the sale of
substantially all of its lease portfolio to ICON Cheyenne, LLC
("ICON"). The sale was completed in accordance with the terms of the
Portfolio Purchase Agreement dated as of September 1, 2000, which is
filed with this report as Exhibit 10-2. The purchase price was paid
in cash at the closing. The Corporation's share of the proceeds paid
at the closing was $12.3 million. The purchase price for three of the
leases sold to ICON was paid into escrow pending satisfaction by
Cheyenne of certain post closing conditions. The Corporation's share
of the amount escrowed is approximately $700,000, which the
Corporation expects to receive within 60 days
The proceeds from the sale of assets by Genesee Brewing Company and
Cheyenne were invested in money market funds pending authorization by
the Corporation's Board of Directors to pay out a portion of the
proceeds in a liquidating distribution to shareholders.
Forward-Looking Statements
--------------------------
This report contains forward-looking statements within the meaning of
the federal securities laws. These forward-looking statements and
certain risks and uncertainties related thereto are set forth in the
news releases filed with this report as Exhibit 99-1 and Exhibit
99-2, which are incorporated herein by reference.
Item 5. Other Events.
Genesee Corporation issued a news release on December 28, 2000, which
is filed with this report as Exhibit 99-2.
<PAGE>
Page 4 of 272
GENESEE CORPORATION
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired. - Not applicable
(b) Pro Forma Financial Information.
The Pro Forma (unaudited) Condensed Consolidated Statements of
Operations for the fiscal years ended April 29, 2000, May 1, 1999,
and May 2, 1998, and the thirteen and twenty six weeks ended October
28, 2000 and October 30, 1999, set forth on pages 10-16 of this
report, present the Corporation's results of continuing operations
for such periods as if the Corporation had disposed of its brewing
and equipment leasing businesses as of the beginning of such periods.
The Pro Forma (unaudited) Condensed Consolidated Balance Sheet as of
October 28, 2000, set forth on page 9 of this report, presents the
financial position of the Corporation as if it had disposed of the
brewing and equipment leasing businesses as of that date. Such
balance sheet combines the Company's unaudited Condensed Consolidated
Balance Sheet as of October 28, 2000, with appropriate adjustments to
reflect the sale transactions identified above and the investment of
the net proceeds in money market funds.
The unaudited pro forma consolidated condensed financial statements
do not purport to represent what the Corporation's results of
operations or financial position would have been had the disposition
of the Corporation's brewing and equipment leasing businesses
occurred on the dates specified, or to project the Corporation's
results of operations or financial position for any future period or
date. The pro forma adjustments are based upon available information
and certain assumptions that management believes are reasonable under
the circumstances. In the opinion of management, all adjustments have
been made that are necessary to present fairly the pro forma data.
Actual amounts could differ from those set forth below. These
statements should be read in conjunction with the accompanying notes
herein and the historical consolidated financial statements and
related notes of the Corporation included in its Annual Report on
Form 10-K for the fiscal year ended April 29, 2000, and Quarterly
Report on Form 10-Q for the six months ended October 28, 2000.
<PAGE>
Page 5 of 272
GENESEE CORPORATION
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(continued)
Notes To Pro Forma Financial Statements (see pages 9-16):
(1) Represents the Corporation's Condensed Consolidated Statement
of Operations for the fiscal years ended April 29, 2000, May
1, 1999, and May 2, 1998, based on the consolidated financial
statements which were previously presented in its Annual
Reports on Form 10-K for the fiscal years then ended.
(2) Represents the Corporation's Condensed Consolidated Statement
of Operations for the thirteen and twenty six week periods
ended October 28, 2000 and October 30, 1999, based on the
consolidated financial statements which were previously
presented in its quarterly report on Form 10-Q.
(3) Represents the Corporation's Condensed Consolidated Balance
Sheet as of October 28, 2000, based on the consolidated
financial statements that were previously presented in its
quarterly report on Form 10-Q.
(4) Represents the elimination of the net assets of the brewing
and equipment leasing businesses and the application of the
net proceeds to invest in money market funds. In accordance
with Generally Accepted Accounting Principles rules regarding
transactions with highly leveraged entities, the estimated
gain on the sale of the brewing business has been deferred
until a later date when the earnings process has been
completed.
(5) There are no pro forma adjustments since the brewing and
equipment leasing businesses have previously been reported as
discontinued operations.
(6) Weighted average and common equivalent share amounts reflect
dilutive equivalent shares that were previously excluded due
to a net loss for the period.
Item 7 (c) Exhibits
The Exhibit Index attached hereto is incorporated in this Item 7(c)
as if fully set forth herein.
<PAGE>
Page 6 of 272
GENESEE CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Genesee Corporation
Date: January 2, 2001 By /s/Mark W. Leunig
----------------------- -----------------------------------------
Mark W. Leunig, Senior Vice President and
Chief Administrative Officer
<PAGE>
Page 7 of 272
GENESEE CORPORATION
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Page
----
<S> <C> <C>
Exhibit 10-1 Asset Purchase Agreement, dated as of August 29, 2000 between
The Genesee Brewing Company, Inc. and High Falls Brewing Company,
LLC (Exhibits and schedules pursuant to the Asset Purchase
Agreement have not been filed by the registrant, who hereby
undertakes to file such exhibits and schedules upon request of the
Commission.) 17
Exhibit 10-2 Amendment No.1 to Asset Purchase Agreement dated
as of December 15, 2000, between The Genesee Brewing
Company, Inc. and High Falls Brewing Company, LLC. 74
Exhibit 10-3 $3,500,000 First Senior Bridge Note dated December
15, 2000 executed by High Falls Brewing Company, LLC in
favor of The Genesee Brewing Company, Inc. 83
Exhibit 10-4 $3,000,000 First Senior Bridge Note dated December
15, 2000 executed by High Falls Brewing Company, LLC in
favor of The Genesee Brewing Company, Inc. 104
Exhibit 10-5 Mortgage dated as of December 15, 2000 executed
by High Falls Brewing Company, LLC in favor of The
Genesee Brewing Company, Inc. 125
Exhibit 10-6 $4,500,000 Subordinated Promissory Note dated
December 15, 2000 executed by High Falls Brewing
Company, LLC in favor of The Genesee Brewing Company, Inc. 140
Exhibit 10-7 Security Agreement dated as of December 15, 2000 executed by
High Falls Brewing Company, LLC in favor of The Genesee Brewing
Company, Inc. 150
</TABLE>
<PAGE>
Page 8 of 272
GENESEE CORPORATION
<TABLE>
EXHIBIT INDEX (CONTINUED)
-------------------------
<CAPTION>
PAGE
----
<S> <C> <C>
Exhibit 10-8 Intercreditor Agreement dated as of December 15, 2000 among
High Falls Brewing Company, LLC, The Genesee Brewing
Company, Inc. Manufacturers and Traders Trust Company and
Cephas Capital Partners, L.P. 164
Exhibit 10-9 Guaranty dated as of December 15, 2000 executed by The
Genesee Brewing Company, Inc. in favor of Boston Brewing
Company, Inc. d/b/a The Boston Beer Company for itself and
as the sole general partner of Boston Beer Company Limited
Partnership. 189
Exhibit 10-10 Indemnification Agreement dated as of December 15, 2000
between The Genesee Brewing, Inc. and High Falls Brewing
Company, LLC. 194
Exhibit 10-11 Management Separation Agreement dated as of December 15, 2000
among Genesee Corporation, The Genesee Brewing Company, Inc.,
and Samuel T. Hubbard, Jr. 210
Exhibit 10-12 Management Separation Agreement dated as of December 15,
2000 between Genesee Corporation and John B. Henderson. 218
Exhibit 10-13 Management Separation Agreement dated as of December 15,
2000 between Genesee Corporation and Gary C. Geminn. 226
Exhibit 10-14 Portfolio Purchase Agreement dated as of September 1, 2000 among
Cheyenne Leasing Company, Genesee Ventures, Inc., Taylor-Bolane
Associates, Inc., Genesee Corporation and ICON Cheyenne,
LLC.(Exhibits and schedules pursuant to the Agreement have not
been filed by the registrant, who hereby undertakes to file such
exhibits and schedules upon request of the Commission.) 234
Exhibit 99-1 The news release filed as Exhibit 99 to the Current Report on
Form 8-K filed by the Corporation on December 18, 2000 is
incorporated herein by reference.
Exhibit 99-2 News release dated December 28, 2000. 271
</TABLE>
<PAGE>
Page 9 of 272
<TABLE>
GENESEE CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
OCTOBER 28, 2000
<CAPTION>
PRO FORMA
(DOLLARS IN THOUSANDS) AS REPORTED ADJUSTMENTS PRO FORMA
----------- ----------- ---------
(3) (4)
--- ---
<S> <C> <C> <C>
ASSETS
------
Current assets:
Cash and cash equivalents $ 3,903 $ 27,227 $ 31,130
Marketable securities available for sale 8,480 8,480
Trade accounts receivable, less allowance for doubtful receivables $262 3,941 3,941
Notes receivable, current portion 0 7,000 7,000
Inventories, at lower of cost (first-in, first-out) or market 11,200 11,200
Deferred income tax assets, current portion 83 83
Other current assets 117 117
------- -------- --------
Total current assets 27,724 34,227 61,951
Net property, plant and equipment 12,709 12,709
Goodwill and other intangibles net of accumulated amortization of $3,741 26,028 26,028
Notes receivable, noncurrent portion 0 4,000 4,000
Other assets 1,427 1,427
Net assets held for disposal, noncurrent 24,601 (22,800) 1,801
------- -------- --------
Total assets 92,489 15,427 107,916
======= ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Notes payable, current portion 300 300
Accounts payable 1,688 1,688
Income taxes payable 198 198
Accrued compensation 397 397
Accrued expenses and other 1,173 1,173
Net liabilities held for disposal, current 685 9,778 10,463
------- -------- --------
Total current liabilities 4,441 9,778 14,219
Notes payable, noncurrent portion 5,823 5,823
Deferred gain on sale of brewing business 0 5,649 5,649
Deferred income tax liabilities, noncurrent portion 418 418
Other liabilities 21 21
------- -------- --------
Total liabilities 10,703 15,427 26,130
Shareholders' equity:
Class A common stock 105 105
Class B common stock 753 753
Additional paid-in capital 5,831 5,831
Retained earnings 78,464 0 78,464
Less: Class B treasury stock, at cost; 95,597 shares (3,367) (3,367)
------- -------- --------
Total shareholders' equity 81,786 0 81,786
------- -------- --------
Total liabilities and shareholders' equity $92,489 $ 15,427 $107,916
======= ======== ========
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Page 10 of 272
<TABLE>
GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS (UNAUDITED)
YEAR ENDED APRIL 29, 2000
<CAPTION>
(Dollars in Thousands,
Except Per Share Data) PRO FORMA
AS REPORTED ADJUSTMENTS PRO FORMA
----------- ----------- ---------
(1) (5)
--- ---
<S> <C> <C> <C>
Revenues $ 45,548 $ -- $ 45,548
Cost of goods sold 39,421 0 39,421
---------- --- ----------
Gross profit 6,127 0 6,127
Selling, general and administrative expenses 7,801 0 7,801
---------- --- ----------
Operating loss (1,674) 0 (1,674)
Investment income 549 0 549
Other income 185 0 185
Interest expense (351) 0 (351)
---------- --- ----------
Loss from continuing operations before income taxes (1,291) 0 (1,291)
Income tax benefit (150) 0 (150)
---------- --- ----------
Net loss from continuing operations (1,141) 0 (1,141)
========== === ==========
Basic loss per share from continuing operations (0.70) (0.70)
Diluted loss per share from continuing operations (0.70) (0.70)
Weighted average common shares outstanding 1,620,013 1,620,013
Weighted average and common equivalent shares 1,620,013 1,620,013
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Page 11 of 272
<TABLE>
GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS (UNAUDITED)
YEAR ENDED MAY 1, 1999
<CAPTION>
(Dollars in Thousands,
Except Per Share Data) PRO FORMA
AS REPORTED ADJUSTMENTS PRO FORMA
----------- ----------- ---------
(1) (5)
--- ---
<S> <C> <C> <C>
Revenues $ 44,893 $ -- $ 44,893
Cost of goods sold 36,854 0 36,854
---------- ----- ----------
Gross profit 8,039 0 8,039
Selling, general and administrative expenses 7,287 0 7,287
---------- ----- ----------
Operating income 752 0 752
Investment income 1,604 0 1,604
Other income 524 0 524
Interest expense (873) 0 (873)
---------- ----- ----------
Earnings from continuing operations before income taxes 2,007 0 2,007
Income tax expense 1,087 0 1,087
---------- ----- ----------
Net earnings from continuing operations 920 0 920
========== ===== ==========
Basic earnings per share from continuing operations 0.57 0.57
Diluted earnings per share from continuing operations 0.57 0.57
Weighted average common shares outstanding 1,618,793 1,618,793
Weighted average and common equivalent shares 1,618,841 1,618,841
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Page 12 of 272
<TABLE>
GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS (UNAUDITED)
YEAR ENDED MAY 2, 1998
<CAPTION>
(Dollars in Thousands,
Except Per Share Data) PRO FORMA
AS REPORTED ADJUSTMENTS PRO FORMA
----------- ----------- ---------
(1) (5)
--- ---
<S> <C> <C> <C>
Revenues $ 35,358 $ -- $ 35,358
Cost of goods sold 29,895 0 29,895
---------- ------ ----------
Gross profit 5,463 0 5,463
Selling, general and administrative expenses 4,018 0 4,018
---------- ------ ----------
Operating income 1,445 0 1,445
Investment income 2,653 0 2,653
Other income 124 0 124
Interest expense (173) 0 (173)
---------- ------ ----------
Earnings from continuing operations before income taxes 4,049 0 4,049
Income tax expense 1,619 0 1,619
---------- ------ ----------
Net earnings from continuing operations 2,430 0 2,430
========== ====== ==========
Basic earnings per share from continuing operations 1.50 1.50
Diluted earnings per share from continuing operations 1.49 1.49
Weighted average common shares outstanding 1,617,962 1,617,962
Weighted average and common equivalent shares 1,622,069 1,622,069
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Page 13 of 272
<TABLE>
GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS (UNAUDITED)
THIRTEEN WEEKS ENDED OCTOBER 28, 2000
<CAPTION>
(Dollars in Thousands,
Except Per Share Data) PRO FORMA
AS REPORTED ADJUSTMENTS PRO FORMA
----------- ----------- ---------
(2) (5) (6)
--- --- ---
<S> <C> <C> <C>
Revenues $ 12,869 $ -- $ 12,869
Cost of goods sold 10,861 0 10,861
---------- ----- ----------
Gross profit 2,008 0 2,008
Selling, general and administrative expenses 1,473 0 1,473
---------- ----- ----------
Operating income 535 0 535
Investment income 146 0 146
Other income 81 0 81
Interest expense (108) 0 (108)
---------- ----- ----------
Earnings from continuing operations before income taxes 654 0 654
Income tax expense 499 0 499
---------- ----- ----------
Net earnings from continuing operations 155 0 155
========== ===== ==========
Basic earnings per share from continuing operations 0.10 0.10
Diluted earnings per share from continuing operations 0.10 0.09
Weighted average common shares outstanding 1,621,164 1,621,164
Weighted average and common equivalent shares 1,621,164 1,652,618
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Page 14 of 272
<TABLE>
GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS (UNAUDITED)
TWENTY SIX WEEKS ENDED OCTOBER 28, 2000
<CAPTION>
(Dollars in Thousands,
Except Per Share Data) PRO FORMA
AS REPORTED ADJUSTMENTS PRO FORMA
----------- ----------- ---------
(2) (5)
--- ---
<S> <C> <C> <C>
Revenues $ 23,943 $ -- $ 23,943
Cost of goods sold 21,525 0 21,525
---------- ----- ----------
Gross profit 2,418 0 2,418
Selling, general and administrative expenses 2,878 0 2,878
---------- ----- ----------
Operating loss (460) 0 (460)
Investment income 298 0 298
Other income 326 0 326
Interest expense (216) 0 (216)
---------- ----- ----------
Loss from continuing operations before income taxes (52) 0 (52)
Income tax expense 323 0 323
---------- ----- ----------
Net loss from continuing operations (375) 0 (375)
========== ===== ==========
Basic and Diluted loss per share from continuing operations (0.23) (0.23)
Weighted average common shares outstanding 1,620,904 1,620,904
Weighted average and common equivalent shares 1,620,904 1,620,904
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Page 15 of 272
<TABLE>
GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS (UNAUDITED)
THIRTEEN WEEKS ENDED OCTOBER 30, 1999
<CAPTION>
(Dollars in Thousands,
Except Per Share Data) PRO FORMA
AS REPORTED ADJUSTMENTS PRO FORMA
----------- ----------- ---------
(2) (5) (6)
--- --- ---
<S> <C> <C> <C>
Revenues $ 12,517 $ -- $ 12,517
Cost of goods sold 10,757 0 10,757
---------- ----- ----------
Gross profit 1,760 0 1,760
Selling, general and administrative expenses 1,656 0 1,656
---------- ----- ----------
Operating income 104 0 104
Investment income 115 0 115
Other income 19 0 19
Interest expense (150) 0 (150)
---------- ----- ----------
Earnings from continuing operations before income taxes 88 0 88
Income tax expense 73 0 73
---------- ----- ----------
Net earnings from continuing operations 15 0 15
========== ===== ==========
Basic earnings per share from continuing operations 0.01 0.01
Diluted earnings per share from continuing operations 0.01 0.01
Weighted average common shares outstanding 1,620,197 1,620,197
Weighted average and common equivalent shares 1,620,197 1,620,468
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Page 16 of 272
<TABLE>
GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS (UNAUDITED)
TWENTY SIX WEEKS ENDED OCTOBER 30, 1999
<CAPTION>
(Dollars in Thousands,
Except Per Share Data) PRO FORMA
AS REPORTED ADJUSTMENTS PRO FORMA
----------- ----------- ---------
(2) (5)
--- ---
<S> <C> <C> <C>
Revenues $ 23,002 $ -- $ 23,002
Cost of goods sold 20,400 0 20,400
---------- ----- ----------
Gross profit 2,602 0 2,602
Selling, general and administrative expenses 3,273 0 3,273
---------- ----- ----------
Operating loss (671) 0 (671)
Investment income 276 0 276
Other income 48 0 48
Interest expense (292) 0 (292)
---------- ----- ----------
Loss from continuing operations before income taxes (639) 0 (639)
Income tax benefit (210) 0 (210)
---------- ----- ----------
Net loss from continuing operations (429) 0 (429)
========== ===== ==========
Basic and Diluted loss per share from continuing operations (0.26) (0.26)
Weighted average common shares outstanding 1,619,829 1,619,829
Weighted average and common equivalent shares 1,619,829 1,619,829
</TABLE>
See accompanying notes to pro forma financial statements.
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