Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended July 27, 2002
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)
STATE OF 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
----------------
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 (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
As of the date of this report, the Registrant had the following shares of common
stock outstanding:
Number of Shares
Class Outstanding
----- -----------
Class A Common Stock (voting), par
value $.50 per share 209,885
Class B Common Stock (non-voting), par
value $.50 per share 1,464,201
Page 2 of 14
GENESEE CORPORATION
AND SUBSIDIARIES
Statements Of Net Assets In Liquidation (Liquidation Basis)
July 27, 2002 and April 27, 2002
(Dollars in thousands, except per share data)
UNAUDITED
JULY 27, 2002 APRIL 27, 2002
------------- --------------
ASSETS
Cash and cash equivalents $ 10,752 $ 16,747
Marketable securities available for sale 6,799 6,667
Notes receivable 9,939 10,081
Investment in and notes receivable from unconsolidated real estate partnerships 4,500 6,351
Investment in direct financing and leveraged leases 143 209
Estimated income tax receivable 793 994
Other assets 441 811
---------- ----------
Total assets $ 33,367 $ 41,860
========== ==========
LIABILITIES AND NET ASSETS
Accrued compensation $ 960 $ 1,245
Accrued expenses and other liabilities 1,038 1,021
Liquidating distribution payable 0 8,370
Accrued self-insured workers compensation 1,450 1,602
---------- ----------
Total liabilities 3,448 12,238
---------- ----------
Net assets in liquidation $ 29,919 $ 29,622
========== ==========
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 $ 17.87 $ 17.69
========== ==========
See accompanying notes to consolidated financial statements.
Page 3 of 14
GENESEE CORPORATION
AND SUBSIDIARIES
Statement Of Changes In Net Assets In Liquidation (Liquidation Basis)
For the Thirteen Weeks Ended July 27, 2002
(Dollars in thousands)
UNAUDITED
Net assets in liquidation at April 27, 2002 $29,622
Changes in estimated liquidation values of assets and liabilities 297
-------
Net assets in liquidation at July 27, 2002 $29,919
=======
See accompanying notes to consolidated financial statements.
page 4 of 14
GENESEE CORPORATION
AND SUBSIDIARIES
Consolidated Statement of Earnings and Comprehensive Loss (Going-Concern Basis)
Thirteen Weeks Ended July 28, 2001
(Dollars in thousands, except per share data)
UNAUDITED
Revenues $ 0
Cost of goods sold 0
-----------
Gross profit 0
Selling, general and administrative expenses 276
-----------
Operating loss (276)
Investment and interest income 445
Other income 5
-----------
Income from continuing operations before income taxes 174
Income tax expense 70
-----------
Income from continuing operations 104
Discontinued operations:
Loss from operations of the discontinued segments
(less applicable income tax expense of $ 345) (21,541)
Adjustment to the loss on disposal of Genesee Ventures, Inc.
(less applicable income tax expense of $ 227) 354
-----------
Net loss (21,083)
Other comprehensive income, net of income taxes:
Unrealized holding gains arising during the period 82
-----------
Comprehensive loss $ (21,001)
===========
Basic and diluted loss per share from continuing operations $ 0.06
Basic and diluted loss per share from discontinued operations $ (12.87)
Basic and diluted gain per share from disposal of Genesee Ventures, Inc. $ 0.21
-----------
Basic and diluted loss per share $ (12.60)
============
Weighted average common shares outstanding 1,674,086
Weighted average and common equivalent shares 1,674,086
See accompanying notes to consolidated financial statements.
page 5 of 14
GENESEE CORPORATION
AND SUBSIDIARIES
Consolidated Statement of Cash Flows (Going-Concern Basis)
THIRTEEN WEEKS ENDED JULY 28, 2001
(Dollars in thousands)
UNAUDITED
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings from continuing operations $ 104
Adjustments to reconcile net loss to net
cash provided by operating activities:
Net gain on sale of marketable securities (8)
Deferred tax provision (2)
Other (319)
Changes in non-cash assets and liabilities, net of amounts sold:
Income taxes payable 250
Other liabilities (1)
------------
Net cash provided by continuing operating activities 24
Net cash provided by discontinued operations 1,176
--------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,200
--------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of marketable securities 1,915
Purchases of marketable securities and other investments (1,732)
------------
Net cash provided by continuing investing activities 183
Net cash provided by discontinued operations 65
--------------------------------------------------------------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 248
--------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash used in continuing financing activities 0
Net cash used in discontinued operations (1,403)
--------------------------------------------------------------------
NET CASH USED IN FINANCING ACTIVITIES (1,403)
--------------------------------------------------------------------
Net increase in cash and cash equivalents 45
Cash and cash equivalents at beginning of the period 12,237
-------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD $ 12,282
===============================================================================
See accompanying notes to consolidated financial statements.
page 6 of 14
GENESEE CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
- ------------------------------------------
NOTE (A) Divestiture of the Corporation's Operating Businesses and Other Assets
----------------------------------------------------------------------
In October 2000, Genesee Corporation (the "Corporation") shareholders
approved a plan to divest all of its operations and then liquidate and
dissolve the Corporation. Since then, as discussed below, the
Corporation has disposed of all of its operations and is in the process
of selling its remaining assets and settling remaining liabilities. The
proceeds from this liquidation, net of amounts paid or reserved to
discharge all of the Corporation's obligations and liabilities, are
being distributed to the Corporation's shareholders in a series of
liquidating distributions, after which the Corporation will be
dissolved.
The Corporation sold its brewing business in December 2000 to High
Falls Brewing Company, LLC ("High Falls") for $27.2 million. The
Corporation received $11 million of the sale price in the form of notes
receivable more fully described in Note B.
The Corporation sold a significant portion of its equipment lease
portfolio in December 2000 and received $12.8 million in proceeds and
continues to hold some of the leases which it retained.
On October 10, 2001, the Corporation sold all of the outstanding stock
of its Ontario Foods, Inc. subsidiary, which constituted its Foods
Division, to Associated Brands, Inc. ("ABI") for $27 million. Net of
purchase price adjustments, the Corporation received $22.1 million in
cash. The Corporation also took back a $2.25 million note and mortgage.
The note and mortgage, together with $178,000 in cash paid by ABI, were
placed in escrow for a period of eighteen months to cover any
contingent liabilities or post-closing obligations of the Corporation.
On April 5, 2002 ABI paid in full the $2.25 million note and mortgage
so the $2.43 million escrow is now funded entirely by cash, which is
invested in commercial bank money market funds.
On May 31, 2002, the Corporation sold its ten-percent interest in an
office building in Rochester, New York and a related note receivable
from the building owner for $2.4 million in cash. In connection with
this transaction, the purchasers have agreed to indemnify the
Corporation for any liability arising from the Corporation's guaranty
of half of a $5.5 million senior subordinated loan on the building.
The Corporation is evaluating strategies to sell or otherwise divest
the Corporation's remaining assets, all of which have been adjusted to
their estimated net realizable values as stated in Note B.
Notes to Consolidated Financial Statements
- -------------------------------------------
NOTE (B) Liquidation Basis of Accounting
-------------------------------
With the sale of its Foods Division, which is described in Note A, the
Corporation adopted the liquidation basis of accounting effective
September 29, 2001. 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.
page 7 of 14
GENESEE CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
- ------------------------------------------
NOTE (B) Liquidation Basis of Accounting (continued)
-------------------------------------------
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. 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 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 generally traded or is expected to trade
in the future.
General assumptions used and asset and liability values under the
Liquidation Basis of Accounting
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 July 27,
2002.
Cash and cash equivalents - 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 July 27, 2002, substantially all cash
balances were in excess of federally insured limits.
Marketable securities available for sale - Presented at quoted market
prices. The Corporation maintains a portfolio that consists
predominantly of high quality corporate bonds which is managed by an
independent third party. Valuation of the Corporation's marketable
securities is based upon closing prices of their marketable securities,
as provided by the investment manager, at July 27, 2002.
Notes receivable - Stated at face value, which approximates fair value.
As partial consideration for the Corporation's sale of Genesee Brewing
Company, the Corporation received $11 million in notes receivable from
the buyer. At July 27, 2002, these notes receivable totaled $9.9
million. On July 30, 2002 the Corporation received $5.9 million in
satisfaction of the remaining principal balance due on the two bridge
notes with original face amounts of $3.5 million and $3 million. This
prepayment, which occurred after the first quarter ended, was in
accordance with the terms of the notes which required prepayment at
such time as the buyer received proceeds from HUD financing. The
Corporation's management believes the $4 million balance on the
remaining note receivable to be fully collectible, and the interest
rate on the note is considered to be at market; therefore, the face
value of the note is considered to be fair value. The remaining $4
million note balance is payable as follows: $1 million due on December
15, 2002 and $3 million due on December 15, 2003.
Investment in and notes receivable from unconsolidated real estate
partnerships - Valued based on independent appraisals and management
estimates:
page 8 of 14
GENESEE CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
- ------------------------------------------
NOTE (B) Liquidation Basis of Accounting (continued)
-------------------------------------------
Clinton Square - The Corporation owned a 10% interest in
Clinton Square, an office building located in Rochester, New
York, and a related note receivable. On May 31, 2002, the
Corporation sold both its ownership interest and related note
receivable from Clinton Square for $2.4 million.
Limited Partnerships - The Corporation owns a 50% interest in
a 408-unit apartment complex located in Syracuse and a
150-unit apartment complex located in Rochester, New York. The
Corporation has obtained independent appraisals of the
properties and management is currently engaged in negotiations
with potential purchasers of the Corporation's interests in
both properties. The fair market value at July 27, 2002 of the
Corporation's investment in these properties was increased by
$500,000 to $4.5 million to reflect management's estimate
based on the independent appraisals and negotiations with
potential purchasers.
Investment in direct financing and leveraged leases - Presented at the
present value of future lease payments of leases under renewal and the
estimated fair value of all equipment under renewed and month-to-month
leases.
Estimated income tax receivable - Based on management's estimate.
Amount reflects the impact on cash flow under an orderly liquidation
scenario. It is comprised of current taxes on current year income,
adjusting for estimates of future income, and the utilization of tax
credits and carryforwards. Certain amounts included in the estimated
income tax receivable are subject to audit by various taxing
authorities. Management does not believe that the results of any audit
will significantly alter this amount. During the first quarter of
fiscal 2003 this amount was reduced by $200,000 related to Management's
estimate of the net realizable value of its investment in the two
apartment complexes mentioned above.
Other assets - Valued based on management estimates.
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 date. 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.
During the first quarter of fiscal 2003, the accrued expenses and other
liabilities estimate was increased by $350,000 as the result of
preliminary audit findings from a New York State sales and use tax
audit related to the Corporation's former brewing business.
Accrued self-insured workers compensation - Based on an independent
actuarial valuation, which has been rolled forward to quarter end. The
Corporation is self-insured for workers compensation claims and has
retained this liability for the subsidiaries that were sold. The
Corporation is required to have a statutory standby letter of credit in
the amount of $3.2 million for workers compensation claims. This letter
of credit, which is renewed annually, has been collateralized by
Corporation cash and is in effect through August 2003.
page 9 of 14
GENESEE CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
- -------------------------------------------
NOTE (B) Liquidation Basis of Accounting (continued)
-------------------------------------------
Contingent liabilities - In addition to liabilities recorded on the
accompanying consolidated financial statements, the Corporation also
has certain contingent liability claims. Management does not believe
that there will be any future material cash outflows as a result of
these claims, or as a result of any other unknown claims or
liabilities, thus no amount is included in these accompanying
consolidated financial statements.
Notes to Consolidated Financial Statements
- -------------------------------------------
NOTE (C) Financial Statement Presentation
--------------------------------
Liquidation Basis Financial Statements
The Corporation's Statement of Net Assets in Liquidation and Statement
of Changes in Net Assets in Liquidation for the thirteen weeks ended
July 27, 2002 presented herein are unaudited. The April 27, 2002
Statement of Net Assets has been audited. In the opinion of management,
these financial statements reflect all adjustments which are necessary
for a fair presentation of the results for the interim period
presented.
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 number of common shares outstanding as
of the specific statement date.
Going-Concern Basis Financial Statements
For the prior year thirteen week period ended July 28, 2001, all of the
Corporation's subsidiary operating businesses are reported as
discontinued operations with only the corporate segment reported as
continuing operations. The Consolidated Statement of Earnings and
Comprehensive Loss and the Consolidated Statement of Cash Flows are the
only going-concern based financial statements that are included in this
report.
The accompanying financial statements have been prepared in accordance
with GAAP and SEC guidelines applicable to interim financial
information. These statements should be reviewed in conjunction with
the Corporation's annual report on Form 10-K for the year ended April
27, 2002. It is the Corporation's policy to reclassify certain amounts
in the prior year consolidated financial statements to conform to the
current year presentation.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This financial review should be read in conjunction with the
accompanying consolidated financial statements. Effective September 29,
2001 the Corporation adopted the liquidation basis of accounting which
is described in detail in Note B to the accompanying consolidated
financial statements. In the prior fiscal year the Corporation's
operating businesses have been classified as discontinued operations
and in the current fiscal year the Corporation had no operations.
Therefore, there is no discussion of operations in this financial
review.
page 10 of 14
GENESEE CORPORATION
AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
LIQUIDITY AND CAPITAL RESOURCES - JULY 27, 2002
-----------------------------------------------
On August 26, 2002, the Corporation paid a partial liquidating
distribution of $8,370,000, or $5.00 per share to shareholders of
record on August 19, 2002. This distribution represented the fourth
distribution paid to shareholders under the Corporation's plan of
liquidation and dissolution. On May 17, 2002 the Corporation paid a
partial liquidating distribution of $8,370,000, or $5.00 per share. On
November 1, 2001 the Corporation paid a partial liquidating
distribution of $21,763,000, or $13.00 per share. On March 1, 2001, the
Corporation paid a partial liquidating distribution of $12,557,000 or
$7.50 per share.
The Corporation expects to pay additional liquidating distributions as
the Corporation: (a) receives payment on the remaining promissory note
described in Note B to the consolidated financial statements which
accompany this report; (b) receives proceeds from the sale of the
remaining assets of the Corporation and; (c) discharges contingent
liabilities and post-closing obligations arising from the sale of its
assets and other contingent liabilities. The length of time that will
be required to wind-up the
Corporation's affairs are uncertain and will impact the value of the
Corporation's net assets in liquidation due to the ongoing expense of
operating the Corporation.
The Corporation's cash and cash equivalents are invested in commercial
bank money market funds. These funds are currently yielding
approximately 1.8% per annum. Investment in money market funds is
intended to earn a reasonable return on those funds and give the
Corporation the security and flexibility required as it completes the
liquidation and dissolution process.
The Corporation's marketable securities consist of a bond portfolio
managed by an investment management firm. This portfolio had a fair
market value of $6,799,000 at July 27, 2002. The investments in this
portfolio include $1.4 million in money market funds, approximately
$544,000 in U.S. treasury notes and government agency bonds with the
balance invested in corporate bonds with a Moody's dollar weighted
average rating of A1. The entire portfolio currently has a weighted
average duration of approximately 1.56 years. The current yield to
maturity is approximately 3%.
During the quarter ended July 27, 2002, the Corporation received
$140,000 in regular principal payments from High Falls under the
promissory notes described in Note B to the accompanying consolidated
financial statements. Also, as mentioned in Note B, the Corporation
received $5.9 million in satisfaction of two High Falls bridge notes.
On May 31, 2002, the Corporation received $2.4 million in proceeds from
the sale of its ten percent interest in and note receivable from
Clinton Square, which is described in Note A of the accompanying
consolidated financial statements. This receipt of funds reduced the
investment in and notes receivable from unconsolidated real estate
partnerships line item in the Statement of Net Assets accordingly.
The Corporation has obtained independent appraisals and is currently
engaged in negotiations with potential purchasers of its two real
estate investments that are described in Note B to the accompanying
consolidate financial statements. As a result, the investment in and
notes receivable from unconsolidated real estate partnerships line item
and the estimated income tax receivable line item in the Statement of
Net Assets were increased by $500,000 and decreased by $200,000,
respectively.
page 11 of 14
GENESEE CORPORATION
AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Other assets were decreased during the first quarter of fiscal 2003
primarily as a result of the Corporation having received $168,000 in
insurance refunds and having collected $94,000 from certain officers on
outstanding loans. The remaining balance of these officer loans
receivable is $73,000 at July 27, 2002.
Accrued compensation as presented in the Statement of Net Assets
decreased from its April 27, 2002 balance by approximately $300,000 as
a result of the payment of expected compensation related costs. Accrued
expenses and other liabilities increased by $17,000 as a result of the
payment of $333,000 of expected costs and the increase of the accrual
by $350,000 as the result of preliminary audit results from a New York
State sales and use tax audit related to the Corporation's former
brewing business.
Forward-Looking Statements
--------------------------
This report contains forward-looking statements within the meaning
of the federal securities laws. These forward-looking statements
include estimates of the net assets of the Corporation in liquidation,
statements about the amount and timing of the payment of additional
liquidating distributions and statements about the Corporation's
operating costs through final dissolution that will vary with the
length of time it operates. The cautionary statements regarding
estimates of net assets in liquidation set forth in Note B to the
consolidated financial statements that accompany this report are
incorporated herein by reference. The forward-looking statements in
this report are subject to a number of other significant risks and
uncertainties, and there can be no assurance that the expectations
reflected in those statements will be realized or achieved. Such risks
and uncertainties include, without limitation, the risk of default by
the purchaser of the Corporation's brewing business on its payment and
other obligations under the one remaining promissory note described in
Note B to the consolidated financial statements which accompany this
report; the possible extension of payment terms under the one remaining
promissory note described in Note B to the consolidated financial
statements related to the sale of the Corporation's brewing business;
the possibility of delay in finding buyers and completing the
divestiture of the remaining assets of the Corporation; the amounts
that the Corporation is able to realize from the divestiture of the
remaining assets of the Corporation; possible contingent liabilities
and post-closing indemnification and other obligations arising from the
sale of the Corporation's operating businesses and other assets; and
risks associated with the liquidation and dissolution of the
Corporation, including without limitation, settlement of the
Corporation's liabilities and obligations, costs incurred in connection
with carrying out the plan of liquidation and dissolution, the amount
of income earned during the liquidation period on the Corporation's
bond portfolio and investment in money market funds, risks that the
market value of the Corporation's bond portfolio could decline, risks
associated with investments in bonds and money market funds in the
current low interest rate environment, discharge of contingent
liabilities, and the actual timing of the winding up and dissolution of
the Corporation.
Item 4. Controls and Procedures
In September of 2002 the Corporation's President and Chief Financial
Officer conducted an evaluation of the Corporation's disclosure
controls and procedures and concluded that there were no material
weaknesses. No significant changes have been made in the Corporation's
internal controls and no corrective actions have been taken subsequent
to the evaluation.
The Corporation is in the process of adopting procedures for periodic
evaluation of its disclosure controls and procedures.
page 12 of 14
GENESEE CORPORATION
AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
---------
99 Officer Certifications
(b) Reports on Form 8-K. The Corporation filed a report on Form 8-K
on July 31, 2002 to report information under Item 5 (Other Events).
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 thereunto duly authorized.
GENESEE CORPORATION
Date: 9/9/02 /s/ Mark W. Leunig
--------------- ---------------------------------------------------
Mark W. Leunig
Sr. Vice President and Chief Administrative Officer
Date: 9/9/02 /s/ Steven M. Morse
--------------- ---------------------------------------------------
Steven M. Morse
Vice President and Chief Financial Officer
page 13 of 14
GENESEE CORPORATION
AND SUBSIDIARIES
I, Stephen B. Ashley, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Genesee
Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.
Date: September 9, 2002
/s/ Stephen B. Ashley
------------------------------------------
President
I, Steven M. Morse, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Genesee
Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.
Date: September 9, 2002
/s/ Steven M. Morse
------------------------------------------
Vice President and Chief Financial Officer
EXPLANATORY NOTES REGARDING CERTIFICATIONS: Representations 4, 5 and 6 of the
Certifications as set forth in Item 4 of the Form 10-Q General Instructions have
been omitted, consistent with the Transition Provisions of SEC Exchange Act
Release No. 34-46427, because this Quarterly Report on Form 10-Q covers a period
ending before the Effective Date of Rules 13a-14 and 15d-14.