-----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, Chf3uJXciGDRDp0eIs2LVO9iE9/Q0LEFZzTwGMhUJVePGahU4LsDEJjPsAFZwjUT 6Y/fcHCtmKESqxKX68kXTA== 0000950152-05-002049.txt : 20050314 0000950152-05-002049.hdr.sgml : 20050314 20050314090549 ACCESSION NUMBER: 0000950152-05-002049 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050129 FILED AS OF DATE: 20050314 DATE AS OF CHANGE: 20050314 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-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-01653 FILM NUMBER: 05677080 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-Q 1 l12805ae10vq.txt GENESEE CORPORATION 10-Q/QUARTER END 1-29-05 Index to Exhibits at page 13 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 January 29, 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) 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 [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] 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 16 GENESEE CORPORATION AND SUBSIDIARIES PART I. FINANCIAL INFORMATION Item 1. Financial Statements. Statement Of Net Assets In Liquidation (Liquidation Basis) January 29, 2005 and May 1, 2004 (Dollars in thousands, except per share data) (Unaudited)
January 29, 2005 May 1, 2004 ---------------- ----------- ASSETS Cash and cash equivalents $ 2,772 $ 3,731 Restricted cash 2,416 3,200 Notes receivable 0 1,000 Estimated net income tax receivable 193 515 Other assets 342 393 ----------- ----------- Total assets $ 5,723 $ 8,839 =========== =========== LIABILITIES AND NET ASSETS Accrued expenses and other liabilities $ 307 $ 389 Accrued self-insured workers compensation 1,774 1,608 ----------- ----------- Total liabilities 2,081 1,997 ----------- ----------- Net assets in liquidation $ 3,642 $ 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 $ 2.18 $ 4.09 =========== ===========
See accompanying notes to consolidated financial statements. Page 3 of 16 GENESEE CORPORATION AND SUBSIDIARIES Statement Of Changes In Net Assets In Liquidation (Liquidation Basis) For the Thirty-Nine Weeks Ended January 29, 2005 and January 31, 2004 (Dollars in thousands) (Unaudited)
2005 2004 -------- -------- Net assets in liquidation at May 1, 2004 and May 3, 2003, respectively $ 6,842 $ 8,377 Liquidating distribution paid to shareholders (2,511) 0 High Falls subordinated note receivable: Interest income 0 140 Interest income, net 16 12 Changes in estimated liquidation values of assets and liabilities (100) 2 -------- -------- Net assets in liquidation at July 31, 2004 and August 2, 2003, respectively 4,247 8,531 High Falls subordinated note receivable: Interest income 0 70 Change in fair value 0 (1,700) Interest income (expense), net 24 (58) Changes in estimated liquidation values of assets and liabilities (2) (163) -------- -------- Net assets in liquidation at October 30, 2004 and November 1, 2003, respectively 4,269 6,680 High Falls subordinated note receivable: Interest income 0 120 Interest income (expense), net 23 (60) Changes in estimated liquidation values of assets and liabilities (650) 357 -------- -------- Net assets in liquidation at January 29, 2005 and January 31, 2004, respectively $ 3,642 $ 7,097 ======== ========
See accompanying notes to consolidated financial statements. Page 4 of 16 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 the Corporation's operations and then liquidate and dissolve the Corporation (the "Plan of Liquidation and Dissolution.") Since then, as discussed below, the Corporation has divested all of its operations and substantially all of its other assets. The proceeds from these divestitures, 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. In December 2000 the Corporation sold its brewing business to High Falls Brewing Company, LLC ("High Falls") for $27.2 million of which it eventually received $24.2 million. In December 2000 the Corporation sold a significant portion of its equipment lease portfolio and received $12.8 million in proceeds. In October 2001 the Corporation sold its Foods Division to Associated Brands, Inc. for $24.4 million. On May 31, 2002, the Corporation sold its ten-percent interest in an office building located in Rochester, New York and a related note receivable from the building owner for $2.4 million in cash. On September 16, 2002, the Corporation sold its 50% interests in a 408-unit apartment complex located in Syracuse, New York and a 150-unit apartment complex located in Rochester, New York for a combined sales price of $4.5 million. On May 24, 2004, the Corporation sold the remaining High Falls debt for $1,000,000 (see Note B.) The Corporation has completed the liquidation phase of its plan of liquidation and dissolution. 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. 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 5 of 16 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. 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. 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 January 29, 2005. 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 January 29, 2005, substantially all cash balances were in excess of federally insured limits. 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 is $1.6 million, or approximately $1.00 per outstanding share at January 29, 2005; however, it is not classified as restricted or as a liability in the accompanying Statement of Net Assets in Liquidation. Page 6 of 16 GENESEE CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements NOTE (B) Liquidation Basis of Accounting (continued) 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 ($6.5 million in two bridge notes and $4.5 million in a subordinated note.) 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 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 the subordinated note (the "High Falls Note") in December 2001, leaving a $4 million balance due. On May 25, 2004 the Corporation sold the High Falls Note to 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. A party to the December 2000 brewery sale claimed that the Corporation had received approximately $120,000 in interest payments from High Falls, which should have been paid to it, as a creditor of High Falls that is senior to the Corporation. High Falls paid this creditor the $120,000 on July 30, 2004 and this claim is resolved. The sale of the High Falls Note, with the exception of the possible receipt of $100,000 mentioned above, 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 and May 1, 2004. The Corporation requested, and has settled, accelerated audits from both federal and state taxing authorities for the tax years ending through April 27, 2002. Page 7 of 16 GENESEE CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements NOTE (B) Liquidation Basis of Accounting (continued) 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 through the fiscal year end May 1, 2004 and reviewed by the taxing authorities. The estimated income tax receivable of $193,000 recorded on the accompanying Statement of Net Assets in Liquidation is management's estimate of the most probable point within the range. Such estimates are often updated as additional information becomes available. The Corporation may incur additional professional fees as a result of any additional income tax audits. Other assets - Valued based on management estimates. At January 29, 2005 the $342,000 balance is primarily comprised of prepaid insurance, a deposit with the Corporation's third party administrator for its self-insured workers compensation claims, 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. 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. 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 table below details these costs by category as of May 1, 2004 and January 29, 2005 and the expenditures and management adjustments that occurred during the first three quarters of fiscal 2005.
Nine Months Ended Nine Months Ended May 1, 2004 January 29, 2005 January 29, 2005 January 29, 2005 Category Balance Expenditures Adjustments Balance - ----------------- ----------- ----------------- ----------------- ---------------- Office expenses, including rent $ 8,000 (14,000) 15,000 9,000 Insurance expense 24,000 (47,000) 45,000 22,000 Professional fees 275,000 (262,000) 195,000 208,000 Other 82,000 (9,000) (5,000) 68,000 ----------- ----------- ----------- ----------- Totals $ 389,000 $ (332,000) $ 250,000 $ 307,000
The $100,000 net adjustment recorded during the first quarter of fiscal 2005 is primarily related to an anticipated increase in workers compensation related legal costs and accounting costs during the Corporation's wind up period. The additional $150,000 net adjustment recorded in the third quarter of fiscal 2005 is primarily related to anticipated professional costs associated with the extension of the expected termination date of the Corporation. Page 8 of 16 GENESEE CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements NOTE (B) Liquidation Basis of Accounting (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. In connection with this liability, the Corporation is required by the New York Workers Compensation Board (the "Compensation Board") to maintain a $2.4 million standby letter of credit as financial assurance, which has been renewed through August 2005. The issuing bank required the Corporation to collateralize the letter of credit by maintaining a cash balance of $2.4 million in a money-market account with the bank. As of January 29, 2005 there were 26 open workers compensation claims. The Corporation is investigating potential alternatives to obtain a substitute for the self-insured workers compensation financial assurance amount that would allow it to accelerate the resolution of this liability. The Corporation will incur additional costs to settle this workers compensation liability and the ultimate settlement amount is likely to exceed the actuarially determined liability previously recorded in the Corporation's Statement of Net Assets in Liquidation. Therefore, the Corporation has increased the accrued self-insured workers compensation liability by $500,000 as of January 29, 2005 and this liability has been recorded in the accompanying Statement of Net Assets in Liquidation at approximately $1.8 million. Contingent liabilities - As with any operating 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. NOTE (C) Financial Statement Presentation Liquidation Basis Financial Statements The Corporation's Statement of Net Assets in Liquidation as of January 29, 2005 and Statement of Changes in Net Assets in Liquidation for the thirty-nine week period ended January 29, 2005 and January 31, 2004 presented herein are unaudited. The May 1, 2004 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 statement date. The accompanying financial statements have been prepared in accordance with GAAP and Securities and Exchange Commission (the "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 fiscal year ended May 1, 2004. It is the Corporation's policy to reclassify certain amounts in the prior year consolidated financial statements to conform to the current year presentation. Page 9 of 16 GENESEE CORPORATION AND SUBSIDIARIES NOTE(D) Class B Common Stock De-listing and Closing of Stock Books At the close of business on December 31, 2003 the Corporation's Class B Common Stock was de-listed from the Nasdaq National Market and the Corporation's stock books for its Class A and Class B Common Stock were closed. The Corporation expects to file a certificate of dissolution with the New York State Department of State in the future. 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 and notes. Effective September 29, 2001 the Corporation adopted the liquidation basis of accounting which is described in detail in Notes B and C to the accompanying consolidated financial statements. In all periods presented, the Corporation had no operations; therefore, there is no discussion of operations. See also Note D to the accompanying consolidated financial statements presented in this report that are incorporated herein by reference thereto. LIQUIDITY AND CAPITAL RESOURCES - JANUARY 29, 2005 Liquidating distributions have been paid to shareholders under the Corporation's plan of liquidation and dissolution as follows:
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 ============ =======
Subject to amounts that the Corporation may hold to discharge obligations and potential contingent liabilities (see Contingent Liability Reserve Policy described below), the Corporation expects to pay additional liquidating distributions as the Corporation is allowed to reduce the financial assurance for its self-insured workers compensation liability described below and reduces the amount of the Contingent Liability Reserve described below. The length of time that will be required to wind-up the Corporation's affairs is 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 has estimated the present value of those costs at $307,000 and this amount has been recorded on the accrued expenses and other liabilities line in the accompanying Statement of Net Assets in Liquidation. Page 10 of 16 GENESEE CORPORATION AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) LIQUIDITY AND CAPITAL RESOURCES - JANUARY 29, 2005 (continued) Since it is unknown how long it will be before a final liquidating distribution is paid to shareholders, the present value of the net assets in liquidation per outstanding share could be less or more than is reported in the accompanying Statement of Net Assets in Liquidation and the ultimate distributions to shareholders may differ materially from the Corporation's current estimate. The Corporation's unrestricted and restricted cash and cash equivalents are invested in commercial bank money market funds to earn a market rate of return on those funds and give the Corporation the security and flexibility required as it completes the liquidation and dissolution process. These funds are currently yielding approximately 2.0% per annum. The Corporation adopted a Contingent Liability Reserve Policy whereby the Corporation maintains a cash contingency 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 $2.5 million, or approximately $1.50 per share, at May 1, 2004; however, after the sale of the High Falls Note on May 25, 2004, it was further reduced to $1.6 million, or approximately $1.00 per share. This reserve remains at $1.6 million at January 29, 2005 and is not classified as restricted or as a liability in the accompanying Statement of Net Assets in Liquidation. Restricted cash represents cash that the Corporation is temporarily unable to access. At January 29, 2005, restricted cash in the amount of $2.4 million is 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 is required by the New York Workers Compensation Board (the "Compensation Board") to maintain the standby letter of credit, which is in effect through August 2005. It is management's current expectation that the Compensation Board will require the Corporation to maintain some amount of financial assurance for the actuarially determined duration of the self-insured workers compensation liability, which is currently estimated to be twenty to twenty-five years, and any such amount will not be available for distribution to shareholders until the Corporation is relieved of its financial assurance obligation. The Corporation is investigating potential alternatives to obtain a substitute for the self-insured workers compensation financial assurance amount that would allow it to accelerate the resolution of the self-insured workers compensation liability. The Corporation will incur additional costs to settle this workers compensation liability and the ultimate settlement amount is likely to exceed the actuarially determined liability previously recorded in the Corporation's Statement of Net Assets in Liquidation. Therefore, the Corporation has increased the accrued self-insured workers compensation liability by $500,000 as of January 29, 2005 and this liability has been recorded in the accompanying Statement of Net Assets in Liquidation at approximately $1.8 million. During the first quarter of fiscal 2005, the Corporation received $1,000,000 in proceeds from the sale of the High Falls Note. See Note B to the accompanying consolidated financial statements. During the second quarter and first quarter of fiscal 2005, the Corporation received $319,000 and $3,000, respectively, in income tax refunds from federal and state taxing authorities. As a result, the estimated net income tax receivable line item decreased by $322,000 from its May 1, 2004 balance. The accrued expenses and other liabilities line item increased during the third quarter of fiscal 2005 due to a $150,000 increase in the estimated cash costs to liquidate the Corporation (see Note B) partially offset by cash expenditures of approximately $100,000. Page 11 of 16 GENESEE CORPORATION AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) See also Note D to the accompanying consolidated financial statements, which is incorporated herein by reference thereto, which explains the Corporation's Class B Common Stock de-listing and closing of the Corporation's stock books. 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, including the additional wind-up costs, which 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 accompanying 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, possible contingent liabilities and post-closing indemnification and other obligations arising from the sale of the Corporation's operating businesses and other assets; the risk that federal, state or local taxing authorities will audit the tax returns filed by the Corporation that report the sale of its brewing, foods and equipment leasing businesses and other assets resulting in additional taxes being assessed against the Corporation; the risk that income, sales, use and other tax returns filed by the Corporation prior to the divestiture of its brewing, foods and equipment leasing businesses might be audited by federal, state or local taxing authorities resulting in additional taxes being assessed against the Corporation; the risk that the Corporation may not be able to realize its current estimate of the net value of its assets; the risk that the Corporation may have underestimated the settlement expense of its obligations and liabilities, including without limitation, its estimates of self-insured workers compensation liability, accrued compensation, and tax liabilities; risks associated with the liquidation and dissolution of the Corporation, including without limitation, settlement of the Corporation's liabilities and obligations, costs, including professional fees, incurred in connection with carrying out the Plan of Liquidation and Dissolution and additional run-out expenses, discharge of contingent liabilities, and the winding up and dissolution of the Corporation. Item 4. Controls and Procedures The management of the Corporation is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934. As of January 29, 2005, an evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures. Based on that evaluation, management concluded that the Corporation's disclosure controls and procedures as of January 29, 2005 were effective in ensuring that information required to be disclosed in this Quarterly Report on Form 10-Q was recorded, processed, summarized, and reported within the time period required by the United States Securities and Exchange Commission's rules and forms. There has been no change in the Corporation's internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to affect, the Corporation's internal control over financial reporting. Page 12 of 16 GENESEE CORPORATION AND SUBSIDIARIES PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. See Exhibit Index at Page 13 of this report. 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: 3/14/05 /s/ Steven M. Morse ----------------------------------- Steven M. Morse President, Treasurer, and Secretary Page 13 of 16 GENESEE CORPORATION AND SUBSIDIARIES EXHIBIT INDEX
Exhibit Number Exhibit Page No. - ------ ---------------------------------------------------------------------------------- -------- 31.1 Officer Certification as required by Section 302 of the Sarbanes-Oxley Act of 2002. 14 31.2 Officer Certification as required by Section 302 of the Sarbanes-Oxley Act of 2002. 15 32 Officers Certifications as required by Section 906 of the Sarbanes-Oxley Act of 2002. 16
EX-31.1 2 l12805aexv31w1.txt EXHIBIT 31.1 Page 14 of 16 GENESEE CORPORATION AND SUBSIDIARIES EXHIBIT 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14 Promulgated By The Securities and Exchange Commission (Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) 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 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this 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 report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 14, 2005 /s/ Steven M. Morse ----------------------------------- President (Chief Executive Officer) EX-31.2 3 l12805aexv31w2.txt EXHIBIT 31.2 Page 15 of 16 GENESEE CORPORATION AND SUBSIDIARIES EXHIBIT 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14 Promulgated By The Securities and Exchange Commission (Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) 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 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this 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 report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 14, 2005 /s/ Steven M. Morse ----------------------------------- Treasurer (Chief Financial Officer) EX-32 4 l12805aexv32.txt EXHIBIT 32 Page 16 of 16 GENESEE CORPORATION AND SUBSIDIARIES EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Genesee Corporation (the "Company") on Form 10-Q for the fiscal quarter ending January 29, 2005 as filed with the Securities and Exchange commission on the date hereof (the "Report") I, Steven M. Morse, President (as Principal Executive Officer) of the Company, certify pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (i) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (ii) The information contained in the Report presents, in all material respects, the financial condition and results of operations of the Company. /s/ Steven M. Morse -------------------------------------- Steven M. Morse President (Principal Executive Officer) March 14, 2005 CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Genesee Corporation (the "Company") on Form 10-Q for the fiscal quarter ending January 29, 2005 as filed with the Securities and Exchange commission on the date hereof (the "Report") I, Steven M. Morse, Treasurer (as Principal Financial Officer) of the Company, certify pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (iii) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (iv) The information contained in the Report presents, in all material respects, the financial condition and results of operations of the Company. /s/ Steven M. Morse --------------------------------------- Steven M. Morse Treasurer (Principal Financial Officer) March 14, 2005 -----END PRIVACY-ENHANCED MESSAGE-----