-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WYEo34N9GZL3hvinuWm3aKDtFSSLpvFC/wCjpjagfekMq8AIyofRJ5d4KyEwMViU PmKBfehu0Vcdroarw1SCIA== 0000950152-05-006399.txt : 20050802 0000950152-05-006399.hdr.sgml : 20050802 20050802160141 ACCESSION NUMBER: 0000950152-05-006399 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050430 FILED AS OF DATE: 20050802 DATE AS OF CHANGE: 20050802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENESEE CORP CENTRAL INDEX KEY: 0000040934 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 160445920 STATE OF INCORPORATION: NY FISCAL YEAR END: 0503 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-01653 FILM NUMBER: 05992074 BUSINESS ADDRESS: STREET 1: 600 POWERS BUILDING STREET 2: 16 WEST MAIN STREET CITY: ROCHESTER STATE: NY ZIP: 14614 BUSINESS PHONE: 7164541250 MAIL ADDRESS: STREET 1: 600 POWERS BUILDING STREET 2: 16 WEST MAIN STREET CITY: ROCHESTER STATE: NY ZIP: 146141601 FORMER COMPANY: FORMER CONFORMED NAME: GENESEE BREWING CO INC DATE OF NAME CHANGE: 19880322 10-K/A 1 l15294be10vkza.txt GENESEE CORPORATION 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2005 ------------------------------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to __________________ Commission File Number: 0-1653 -------- GENESEE CORPORATION - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEW YORK 16-0445920 - ----------------------------------------- --------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 600 Powers Bldg., 16 W. Main Street, Rochester, New York 14614 - -------------------------------------------------------- ---------- (Address of principal executive offices) (Zip code) Registrant's Telephone Number, including area code: (585) 454-1250 ---------------- Securities Registered Pursuant to Section 12(b) of the Act: NONE Securities Registered Pursuant to Section 12(g) of the Act: Class B Common Stock, par value $.50 per share Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes x No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x ----- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.) Yes No x ----- ----- The aggregate market value of voting common stock (Class A) held by non-affiliates, based on the price for Class B Common Stock at the close of trading on October 29, 2004, the last business day of the fiscal 2005 second quarter, was $163,876. The number of shares outstanding of each of the registrant's classes of common stock as of July 11, 2005 was: Number of Shares Class Outstanding ----- --------------- Class A Common Stock (voting) 209,885 par value $.50 per share Class B Common Stock (non-voting) par value $.50 per share 1,464,201 Page 2 of 13 The undersigned registrant hereby amends the following items of its Annual Report on Form 10-K for the fiscal year ended April 30, 2005 as follows: PART II, Item 8 is amended by the addition of the independent registered public accounting firm's signature, which was inadvertently omitted in the original filing. PART II Item 8. Financial Statements and Supplementary Data (a) Selected Quarterly Financial Data - Not Applicable (b) Index to Financial Statements Page Report of Independent Registered Public Accounting Firm- PricewaterhouseCoopers LLP 3 Statement of Net Assets in Liquidation (Liquidation Basis) at April 30, 2005 and May 1, 2004 4 Statement of Changes in Net Assets in Liquidation (Liquidation Basis) For the years ended April 30, 2005, May 1, 2004 and\ May 3, 2003 5 Note to Consolidated Financial Statements 6 Page 3 of 13 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders of Genesee Corporation We have audited the statements of net assets in liquidation of Genesee Corporation as of April 30, 2005 and May 1, 2004, and the related statements of changes in net assets in liquidation for each of the three years in the period ended April 30, 2005. These financial statements are the responsibility of the Corporation management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the net assets in liquidation of Genesee Corporation as of April 30, 2005 and May 1, 2004, and the changes in its net assets in liquidation for each of the three years in the in the period ended April 30, 2005, in conformity with accounting principles generally accepted in the United States of America. As described in Note 1, the financial statements have been prepared on the liquidation basis of accounting, which requires management to make significant assumptions and estimates regarding the fair value of assets and the estimate of liquidating costs to be incurred. Because of the inherent uncertainty related to these estimates and assumptions, there will likely be differences between these estimates and the actual results and those differences may be material. /s/ PricewaterhouseCoopers LLP Rochester, New York July 28, 2005 Page 4 of 13 GENESEE CORPORATION AND SUBSIDIARIES Statement Of Net Assets In Liquidation (Liquidation Basis) April 30, 2005 and May 1, 2004 (Dollars in thousands, except per share data)
2005 2004 ASSETS Cash and cash equivalents $ 3,043 $ 3,731 Restricted cash 2,416 3,200 Notes receivable 0 1,000 Estimated net income tax receivable 173 515 Other assets 265 393 ---------- ---------- Total assets $ 5,897 $ 8,839 ========== ========== LIABILITIES AND NET ASSETS Accrued expenses and other liabilities $ 458 $ 389 Accrued self-insured workers compensation 2,500 1,608 ---------- ---------- Total liabilities 2,958 1,997 ---------- ---------- Net assets in liquidation $ 2,939 $ 6,842 ========== ========== Number of common shares outstanding (Class A - 209,885; Class B - 1,464,201) 1,674,086 1,674,086 Net assets in liquidation per outstanding share $ 1.76 $ 4.09 ========== ==========
See accompanying note to consolidated financial statements. Page 5 of 13 GENESEE CORPORATION AND SUBSIDIARIES Statement Of Changes In Net Assets In Liquidation (Liquidation Basis) For the Years ended April 30, 2005, May 1, 2004, and May 3, 2003 (Dollars in thousands)
2005 2004 2003 ---------------------------------- Net assets in liquidation at May 2, 2004, May 4, 2003, and April 28, 2002, respectively $ 6,842 $ 8,377 $ 29,622 Liquidating distributions paid to shareholders (2,511) 0 (20,089) High Falls subordinated note receivable: Interest income 0 268 510 Change in fair value 0 (1,800) (1,200) Interest (expense) income, net 91 (89) 734 Changes in estimated liquidation values of assets and liabilities (1,483) 86 (1,200) ---------------------------------- Net assets in liquidation at April 30, 2005, May 1, 2004, and May 3, 2003, respectively $ 2,939 $ 6,842 $ 8,377 ==================================
See accompanying note to consolidated financial statements. Page 6 of 13 GENESEE CORPORATION AND SUBSIDIARIES Note to Consolidated Financial Statements April 30, 2005, May 1, 2004, and May 3, 2003 (1) Liquidation Basis Note LIQUIDATION BASIS FINANCIAL STATEMENTS With the sale of its Foods Division in 2001, the Corporation adopted the liquidation basis of accounting. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values and liabilities are stated at their estimated settlement amounts, which estimates are periodically reviewed and adjusted. A Statement of Net Assets and a Statement of Changes in Net Assets are the two financial statements presented under the Liquidation Basis of Accounting. The valuation of assets at their net realizable value and liabilities at their anticipated settlement amounts necessarily requires many estimates and assumptions. In addition, there are substantial risks and uncertainties associated with carrying out the liquidation and dissolution of the Corporation. The valuations presented in the accompanying Statement of Net Assets in Liquidation represent estimates, based on present facts and circumstances, of the net realizable values of assets and the costs associated with carrying out the plan of liquidation and dissolution based on the assumptions set forth below. The actual values and costs are expected to differ from the amounts shown herein and could be greater or lesser than the amounts recorded. In particular, the estimates of the Corporation's costs will vary with the length of time it operates. In addition, the estimate of net assets in liquidation per share presented in accordance with accounting principles generally accepted in the United States of America ("GAAP") in the accompanying Statement of Net Assets in Liquidation generally does not incorporate a present value discount to reflect the amount of time that will transpire before the value of those assets is distributed to shareholders. Accordingly, it is not possible to predict the aggregate amount that will ultimately be distributable to shareholders and no assurance can be given that the amount to be received in liquidation will equal or exceed the estimate of net assets in liquidation per share presented in the accompanying Statement of Net Assets in Liquidation or the price or prices at which the Corporation's common stock has traded or is expected to trade in the future. Page 7 of 13 GENESEE CORPORATION AND SUBSIDIARIES Note to Consolidated Financial Statements (1) Liquidation Basis Note (continued) General assumptions used, asset and liability values, and changes to asset and liability values under the Liquidation Basis of Accounting from May 1, 2004 to April 30, 2005 and from May 3, 2003 to May 1, 2004. Following are assumptions utilized by management in assessing the fair value of assets and the expected settlement values of liabilities included in the Statement of Net Assets in Liquidation as of April 30, 2005 and May 1, 2004. Cash and cash equivalents and restricted cash - Presented at face value. The Corporation considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Corporation maintains balances in various operating and money market accounts in excess of federally insured limits. At April 30, 2005 and May 1, 2004, substantially all cash balances were in excess of federally insured limits and were yielding approximately 2.6% and 1.0% per annum, respectively. The Corporation adopted a Contingent Liability Reserve Policy whereby the Corporation will maintain a cash contingency reserve for unexpected expenses of the Corporation. The amount of the reserve may be modified in the future as deemed necessary. The balance of this reserve was $1.6 million and $2.5 million, or approximately $1.00 and $1.50 per outstanding share at April 30, 2005 and May 1, 2004, respectively; however, it is not classified as restricted or as a liability in the accompanying Statement of Net Assets in Liquidation. After the extinguishment of its workers compensation obligation on July 21, 2005, the Corporation's Board of Directors reduced this reserve to $837,000, or approximately $0.50 per share. See further explanation of this July 21st transaction below in this Note. Restricted cash represents cash that the Corporation was temporarily unable to access. At April 30, 2005 and May 1, 2004, restricted cash in the amount of approximately $2.4 million and $3.2 million, respectively, was being held in a money market account with a commercial bank as collateral required for a standby letter of credit issued by the bank to provide statutorily required financial assurance for the Corporation's self-insured workers compensation liability. The Corporation was required by the New York Workers Compensation Board to maintain the standby letter of credit, which was in effect through the extinguishment of its workers compensation obligation on July 21, 2005. See further explanation of this July 21, 2005 transaction below in this Note. Notes receivable - Stated at fair value, which has been discounted from face value as described below. As partial consideration for the sale of its brewing business in December 2000, the Corporation received $11 million in notes receivable from High Falls. On July 30, 2002 the Corporation received $5.9 million in satisfaction of certain notes receivable with original face amounts of $6.5 million. This prepayment was in accordance with the terms of the notes, which required prepayment at such time as the buyer received proceeds from government backed loans. The Corporation received $500,000 in principal on a subordinated note (the "High Falls Note") in December 2001, leaving a $4 million balance due. Page 8 of 13 GENESEE CORPORATION AND SUBSIDIARIES Note to Consolidated Financial Statements (1) Liquidation Basis Note (continued) On May 25, 2004 the Corporation sold the High Falls Note to a third party for $1,000,000. The High Falls Note had been in default since December 2002. In accordance with liquidation basis accounting the High Falls Note had been previously valued based on the fair market value of publicly-traded debt instruments of similar quality. With the sale of the High Falls Note, the Corporation's May 1, 2004 Statement of Net Assets in Liquidation, included in the Corporation's Annual Report on Form 10-K, reported the value of the High Falls Note at $1,000,000. In recognition of previously missed interest payments, High Falls has agreed to pay the Corporation $100,000 if, prior to April 30, 2006, certain conditions are satisfied and High Falls' senior creditors consent to the payment. With the exception of the possible receipt of $100,000 mentioned above, the sale of the High Falls Note completed the financial matters related to the sale of the Corporation's brewing business. Estimated income tax receivable/payable - Based on management's estimate. Amount reflects the impact on cash flow under an orderly liquidation scenario. It includes adjustments for estimates of future expenditures, the utilization of tax credits, and carryforwards and carrybacks. Certain amounts included in the estimated income tax receivable are subject to audit by both state and federal taxing authorities, most notably as it relates to the fiscal years ended May 3, 2003, May 1, 2004, and April 30, 2005. The Corporation requested, and has settled, accelerated audits from both state and federal taxing authorities for the tax years ending through April 27, 2002. As tax returns are filed utilizing management's interpretation of applicable rules, the actual tax liability or refund determined after a tax audit can be different from amounts initially claimed when filing tax returns. Based upon all known facts, management has made an estimation of the range of probable outcomes after all tax returns have been filed and reviewed by the taxing authorities. The Corporation has been audited by the New York state and federal taxing authorities through the fiscal years ended April 29, 2002. To the extent that the Corporation is audited for other years by federal and/or state taxing authorities, such an audit or audits could result in an increase or decrease in the Corporation's income tax receivable or create a net income tax payable. The estimated income tax receivable recorded on the accompanying Statement of Net Assets in Liquidation as of April 30, 2005 and May 1, 2004, respectively, is management's estimate of the most probable point within the range. Such estimates are often updated as additional information becomes available. In addition, the Corporation recently filed an additional federal refund claim of $460,000 for the 2001 fiscal year. Due to the uncertainty of ultimately collecting on the claim, this amount has not been included in the estimated net income tax Page 9 of 13 GENESEE CORPORATION AND SUBSIDIARIES Note to Consolidated Financial Statements (1) Liquidation Basis Note (continued) receivable on the Corporation's Statement of Net Assets in Liquidation and will be included only at such time that the Corporation believes its collection is probable. The Corporation may incur additional professional fees as a result of any additional income tax audits. The following table depicts the estimated net income tax receivable as of April 30, 2005 and May 1, 2004, respectively, reported on the accompanying Statement of Net Assets in Liquidation. 2005 2004 ---- ---- Estimated net Income tax receivable $ 173 $ 515 ----- ----- (Dollars in thousands) Other assets - Valued based on management estimates. At April 30, 2005 and May 1, 2004 the $265,000 and $393,000 balances, respectively, are primarily comprised of prepaid insurance, a deposit with the Corporation's third party administrator for its self-insured workers compensation claims that will be returned to the Corporation, and a note receivable from a former customer of the Genesee Brewing Company, Inc., that the Corporation retained after the sale of its brewing business to High Falls. The reserve related to this note receivable was increased by $60,000 in the fourth quarter to better reflect its collectibility in conjunction with the Corporation's expected termination timing. Accrued compensation, accrued expenses, and other liabilities - Based on management's estimate. These are the estimated costs to complete the Corporation's Plan of Liquidation and Dissolution, and represents the estimated cash costs of operating the Corporation through its expected termination which management has estimated to be approximately one year. These costs, which include personnel, facilities, professional fees, and other related costs, are estimated based on various assumptions regarding the number of employees, the use of outside professionals (including attorneys and accountants) and other costs. Given that there is inherent uncertainty in the estimation process, actual results could be materially different. The tables below detail these costs by category as of April 30, 2005 and May 1, 2004 and the expenditures and management adjustments that occurred during the fiscal years then ended. Page 10 of 13 GENESEE CORPORATION AND SUBSIDIARIES Note to Consolidated Financial Statements Fiscal Year Ended April 30, 2005
May 1, 2004 Fiscal 2005 Fiscal 2005 April 30, 2005 Category Balance Expenditures Adjustments Balance - -------- ----------- ------------ ----------- -------------- Office expenses, including rent $ 8,000 $ (16,000) $ 25,000 $ 17,000 Insurance expense 24,000 (63,000) 65,000 26,000 Professional fees 275,000 (387,000) 450,000 338,000 Other 82,000 (10,000) 5,000 77,000 --------- --------- --------- --------- Totals $ 389,000 $(476,000) $ 545,000 $ 458,000 ========= ========= ========= =========
Net adjustments of $100,000, $150,000, and $295,000 were recorded during the first, third, and fourth quarter, respectively, primarily related to anticipated general legal costs, legal costs related to resolution of the Corporation's workers compensation obligations, and accounting and tax costs associated with winding up of the Corporation. Fiscal Year Ended May 1, 2004
May 3, 2003 Fiscal 2004 Fiscal 2004 May 1, 2004 Category Balance Expenditures Adjustments Balance - -------- ----------- ------------ ----------- ----------- Compensation $ 525,000 $ (526,000) $ 1,000 $ 0 Office expenses, including rent 54,000 (47,000) 1,000 8,000 Insurance expense 200,000 (293,000) 117,000 24,000 Professional fees 205,000 (431,000) 501,000 275,000 Other 415,000 (123,000) (210,000) 82,000 ----------- ----------- ----------- ----------- Totals $ 1,399,000 $(1,420,000) $ 410,000 $ 389,000 =========== =========== =========== ===========
The Corporation's estimate of remaining operating costs through final dissolution, compensation and other accrued expenses, was increased by $177,000, $83,000, and $150,000 in the second, third and fourth quarters of fiscal 2004, respectively. As of May 1, 2004, the Corporation has $389,000 recorded for these run-out costs covering all general and administrative costs, such as professional fees, office related costs, insurance expense, and other miscellaneous costs expected to be incurred during the winding up of the Corporation's business. Page 11 of 13 GENESEE CORPORATION AND SUBSIDIARIES Note to Consolidated Financial Statements (1) Liquidation Basis Note (continued) Accrued self-insured workers compensation - Based on management's estimate. The Corporation's brewing and foods businesses were self-insured for workers compensation claims and the Corporation retained this liability after those businesses were sold. The accrued self-insured workers compensation liability of $2,500,000 represents the amount paid, $2,360,000, to a New York state approved workers compensation insurance carrier on July 21, 2005 for a New York workers compensation insurance policy which is effective June 1, 2005, $50,000 for New York State assessments paid to the New York State Workers Compensation Board on July 21st, $50,000 of claim payments and NYS assessments paid prior to July 21, 2005 which were the obligations of the Corporation, and anticipated net adjustments due within the next several months to the insurance carrier of $40,000. During fiscal 2005 this liability increased by $892,000 as a result of regular and anticipated payments on claims and New York State assessments of $439,000 and a $500,000 third quarter increase and $831,000 fourth quarter increase in the liability in anticipation of an insurance policy purchase. With the purchase of this policy, the Corporation has been relieved of its New York self-insured workers compensation status, the related financial obligations to claimants, and the statutorily required financial assurance for those obligations as well as any future assessments. The purchase of the policy was funded by release to the Corporation of the $2,416,000 in restricted cash which had secured the Corporation's letter of credit that was posted to satisfy the workers compensation financial assurance requirement. Contingent liabilities - As with any business, the Corporation may have potential contingent liabilities in addition to the liabilities recorded in the accompanying consolidated financial statements. Because no claims for contingent liabilities have been made or threatened, no amount has been recorded for such liabilities in the accompanying consolidated financial statements. Net assets in liquidation per outstanding share, which is reported in the Statement of Net Assets in Liquidation, is calculated by dividing net assets in liquidation by the combined total of Class A and Class B shares outstanding at April 30, 2005 and May 1, 2004. Page 12 of 13 GENESEE CORPORATION AND SUBSIDIARIES Note to Consolidated Financial Statements (1) Liquidation Basis Note (continued) Partial Liquidating Distributions Under its Plan of Liquidation and Dissolution the Corporation has paid the following partial liquidating distributions to its Class A and Class B shareholders.
AMOUNT AMOUNT DATE PAID DISTRIBUTED PER SHARE ---------- ----------- --------- March 1, 2001 $12,557,000 $ 7.50 November 1, 2001 21,763,000 13.00 May 17, 2002 8,370,000 5.00 August 26, 2002 8,370,000 5.00 October 11, 2002 5,023,000 3.00 March 17, 2003 4,185,000 2.50 April 28, 2003 2,511,000 1.50 June 18, 2004 2,511,000 1.50 ----------- ------ TOTAL $65,290,000 $39.00 =========== ======
Fiscal Year The Corporation's fiscal year ends on the Saturday closest to April 30. The fiscal year for the financial statements included herein is for the 52-week period ending April 30, 2005, May 1, 2004, and the 53-week period ending May 3, 2003. Page 13 of 13 GENESEE CORPORATION AND SUBSIDIARIES SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. GENESEE CORPORATION August 1, 2005 By: /s/ Steven M. Morse - ------------------------ ---------------------------- (Date) Steven M. Morse, President, Treasurer, and Secretary - ------------------------------------------------------------------------------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Steven M. Morse August 1, 2005 President, Treasurer, - ---------------------- ------------------ and Secretary (Principal Steven M. Morse (Date) Executive Officer and Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----