GENESEE CORP
10-Q, 1995-03-09
MALT BEVERAGES
Previous: GENERAL ELECTRIC CAPITAL CORP, 424B3, 1995-03-09
Next: GEORGIA POWER CO, U-1/A, 1995-03-09




                       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  28, 1995
                                       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
incorporation or organization)                                 (I.R.S. Employer
                                                            Identification No.)

445 St. Paul Street, Rochester, New York                         14605
(Address of principal executive offices)                         (Zip Code)

Registrant's  telephone number, including area code (716)546-1030

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),              209,885
par value $.50 per share

Class B Common  Stock (non-voting),          1,392,136
par value $.50 per share



                                       1
<TABLE>
<CAPTION>
                                    GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                              CONSOLIDATED BALANCE SHEETS
                                          January 28, 1995 and April 30, 1994


                                                                                            UNAUDITED            AUDITED
(Dollars in Thousands)                                                               January 28, 1995     April 30, 1994
<S>
                                                                                <C>                   <C>
ASSETS
Current assets:
 Cash and cash equivalents                                                                    $13,514              7,159
 Marketable securities available for sale, at market                                           32,590             30,800
 Trade accounts receivable, less allowance for doubtful accounts
  of $660 at January 28, 1995; $677 at April 30, 1994                                           9,226             11,479
 Inventories, at lower of cost (FIFO) or market;
  Finished goods                                                                                4,005              3,479
  In process                                                                                    1,382              1,056
  Raw materials                                                                                 8,433              6,178
   Total Inventories                                                                           13,820             10,713
 Deferred income tax assets - current                                                           1,816              2,073
 Real estate mortgage receivable - current                                                      5,807                  0
 Other current assets                                                                           1,956                809
Total current assets                                                                           78,729             63,033

 Property, plant and equipment, at cost                                                       120,052            127,502
 Less accumulated depreciation                                                                 91,405             88,410
 Net property, plant and equipment                                                             28,647             39,092
 Investment in and notes receivable from unconsolidated
  real estate partnership                                                                       4,358              4,514
 Real estate mortgage receivable                                                                    0              6,000
 Investment in:
  Direct financing leases                                                                       2,580              2,967
  Leveraged leases                                                                             21,064             19,350
   Total investments in leases                                                                 23,644             22,317
 Deferred income tax assets - long term                                                        12,902             13,679
 Other non current assets                                                                       1,842              2,077
Total assets                                                                                 $150,122            150,712

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Current installments of long term debt of consolidated
  real estate partnerships                                                                       $258                258
 Accounts payable                                                                              11,634             11,982
 Accrued compensation and other expenses                                                        4,334              3,204
 Federal and state income and excise taxes payable                                              1,223                414
 Federal and state beer taxes                                                                   1,460              2,147
 Deferred income taxes - current                                                                  961                912
 Accrued postretirement benefits - current                                                        566                566
Total current liabilities                                                                      20,436             19,483

 Deferred income taxes - long term                                                             18,924             18,718
 Accrued postretirement benefits - long term                                                   15,876             15,273
 Mortgage notes payable on real estate investments                                              3,840              9,611
 Other liabilities                                                                                308                 70
Total liabilities                                                                              59,384             63,155

 Minority interests in consolidated subsidiaries                                                1,461              1,454
 Shareholders' equity:
  Common stock Class A                                                                            105                105
  Common stock Class B                                                                            753                753
  Additional paid-in capital                                                                    5,882              5,882
  Retained earnings                                                                            87,921             83,385
  Less unrealized loss on marketable securities, net of income taxes                            1,376                  0
                                                                                               93,285             90,125
  Less treasury stock                                                                           4,008              4,022
 Total shareholders' equity                                                                    89,277             86,103

Total liabilities and shareholders' equity                                                   $150,122            150,712
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>





                                       2
<TABLE>
<CAPTION>
                        GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS
                              OF EARNINGS AND RETAINED EARNINGS
                 Thirteen Weeks Ended January 28, 1995 and January 29, 1994

(Dollars in Thousands,
Except Per Share Data)                                                    UNAUDITED
                                                                     1995           1994
<S>
                                                                <C>             <C>
Revenues                                                                $41,464        41,992
 Less:
   Federal and state beer taxes                                           8,867         9,458
   Sales returns and allowances                                             813           741
                                                                          9,680        10,199

Net revenues                                                             31,784        31,793

  Cost of sales                                                          22,947        23,335

Gross profit                                                              8,837         8,458

  Selling, general and administrative expenses                            7,092         8,357

Operating income                                                          1,745           101

  Investment income                                                         837         1,966
  Other income / (expense), net                                            (34)          (44)
  Interest of minority partners in earnings of
    consolidated subsidiaries                                             (162)          (97)


Earnings before income taxes                                              2,386         1,926

  Income taxes                                                              942           748

Net earnings - $.90 per share
  in 1995, $.74 in 1994                                                   1,444         1,178

Retained earnings at beginning of period                                 86,477        82,416


Retained earnings at end of period                                      $87,921       $83,594

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>











                                       3
<TABLE>
<CAPTION>
                        GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS
                              OF EARNINGS AND RETAINED EARNINGS
                    Thirty Nine Weeks Ended January 28, 1995 and January 29, 1994

(Dollars in Thousands,
Except Per Share Data)                                                    UNAUDITED
                                                                     1995           1994
<S>
                                                                <C>             <C>
Revenues                                                               $131,148       139,711
 Less:
   Federal and state beer taxes                                          29,196        32,294
   Sales returns and allowances                                           2,419         2,127
                                                                         31,615        34,421

Net revenues                                                             99,533       105,290

 Cost of sales                                                           71,460        77,180

Gross profit                                                             28,073        28,110

 Selling, general and administrative expenses                            22,850        26,410

Operating income                                                          5,223         1,700

  Investment income                                                       2,420         4,142
  Other income / (expense), net                                           (194)         (307)
  Gain on sale of interest in real estate partnership                     1,670             0
  Interest of minority partners in earnings of
    consolidated subsidiaries                                             (483)         (315)

Earnings before income taxes and cumulative
effect of change in accounting principle                                  8,636         5,220

  Income taxes                                                            3,418         2,052

Net earnings before cumulative effect
  of change in accounting principle                                       5,218         3,168

 Cumulative effect to May 1, 1994 of change in
   accounting for investments in debt and equity securities                 760             0

Net earnings - $3.73 per share
  in 1995, $1.98 in 1994                                                  5,978         3,168

Retained earnings at beginning of period                                 83,385        81,867

  Less: Dividends - $.90 per share in 1995
    and $.90 per share in 1994                                            1,442         1,441

Retained earnings at end of period                                      $87,921       $83,594

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>





                                       4
<TABLE>
<CAPTION>
                                 GENESEE CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                           Thirty Nine Weeks Ended January 28, 1995 and January 29, 1994


                                                                                                 UNAUDTIED
(Dollars in Thousands)                                                                                           
                                                                                        1995           1994
<S>
                                                                                        <C>            <C>
Cash flows from operating activities:
  Net Income                                                                                    $5,978         3,168
  Adjustment to reconcile net income to net
    cash provided by operating activities:
     Cumulative effect of change in accounting principle                                         (760)             0
     Depreciation                                                                                3,835         4,711
     Provision for unrealized losses on short-term investments                                       0           270
     Interest of minority partners in earnings of consolidated subsidiaries                        483           315
     Gain on investment in real estate partnership                                             (1,670)             0
  Changes in non-cash assets and liabilities:
   (Increase) decrease in :
     Trade accounts receivable                                                                   2,253           858
     Inventories                                                                               (3,107)           120
     Deferred income tax assets                                                                  1,444       (1,001)
     Other assets                                                                                (912)           676
  (Decrease) increase in :
     Accounts payable                                                                            (348)       (3,313)
     Accrued compensation and other expenses                                                     1,130         1,416
     Income taxes payable                                                                          809           763
     Federal and state beer taxes                                                                (687)           441
     Deferred income tax liabilities                                                               255         1,333
     Accrued postretirement benefits                                                               603           900
     Other liabilities                                                                             238         (668)
Net cash provided by operating activities                                                        9,544         9,989

Cash flows from investing activities:
  Capital expenditures                                                                         (2,667)       (4,978)
  Sale of marketable securities                                                                  9,434        29,522
  Purchases of marketable securities                                                          (12,250)      (25,198)
  Investments in and advances to unconsolidated real estate partnerships                           156       (1,801)
  Principal payments on real estate mortgage receivable                                            193         (183)
  Proceeds from sale of property, plant, and equipment                                          10,947             0
  Net investment in direct financing and leveraged leases                                      (1,327)       (1,416)
  Contributions (withdrawals) by minority interest                                               (476)         (142)
Net cash provided (used) by investing activities                                                 4,010       (4,196)

Cash flows from financing activities:
  Principal payments on long term debt of consolidated real estate partnerships                (5,771)             0
  Net proceeds from treasury stock transactions                                                     14             0
  Payment of dividends                                                                         (1,442)       (1,441)
Net cash used by financing activities                                                          (7,199)       (1,441)

Net increase in cash and cash equivalents                                                        6,355         4,352

Cash and cash equivalents at beginning of period                                                 7,159         3,227

Cash and cash equivalents at end of period                                                     $13,514         7,579

Supplemental disclosure of cash flow information:
Cash paid during the year for:
  Income taxes                                                                                    $856           704
  Interest paid on consolidated real estate investment mortgage debt                              $498           551
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>





                                       5



                              GENESEE CORPORATION

Notes to Consolidated  Financial Statements

NOTE (A) The weighted average number of Class A and Class B shares outstanding 
used in the computation of net earnings per share is 1,602,021 for the thirteen
week period ended  January 28, 1995 and  1,601,322  for the thirteen week period
ended  January 29,  1994.  The  weighted  average  number of Class A and Class B
shares  outstanding  used  in the  computation  of net  earnings  per  share  is
1,601,782 for the thirty nine weeks ended January 28, 1995 and 1,601,322 for the
thirty nine weeks ended January 29, 1994.

NOTE (B) The Corporation's  consolidated  financial  statements enclosed herein
are unaudited with the exception of the Consolidated  Balance Sheet at April 30,
1994 and,  because  of the  seasonal  nature  of the  business  and the  varying
schedule  of its  special  sales  efforts,  these  results  are not  necessarily
indicative of the results to be expected for the entire year.

NOTE (C) In the opinion of management, the interim financial statements reflect
all  adjustments,  consisting of only normal recurring items (with the exception
of the  accounting  changes  on May 1,  1994 to  adopt  Statement  of  Financial
Accounting  Standards No. 115,  Accounting  for Certain  Investments in Debt and
Equity  Securities)  which are necessary for a fair  presentation of the results
for the periods presented.

NOTE (D) The  Corporation's  net earnings reported for the thirty-nine weeks of
fiscal 1995 include  $760,000 (net of income taxes)  relating to the  cumulative
effect to May 1, 1994 of a change in the accounting treatment for investments in
debt and equity  securities.  Effective at the  beginning  of fiscal  1995,  the
Corporation  was required to adopt Statement of Financial  Accounting  Standards
No. 115,  Accounting for Certain Investments in Debt and Equity Securities (SFAS
115). The  Corporation  has  classified  all of its  marketable  debt and equity
securities as available for sale.  The Available for Sale  classification  means
that such  securities  are shown on the  Corporation's  balance  sheet at market
value and that any change in the market value of these  securities  is reflected
as a separate component of stockholders'  equity on the balance sheet until such
time that a  security  is sold.  At that time,  the  Corporation  will  record a
realized gain or loss on its statement of earnings. The cumulative effect to May
1, 1994 of this accounting  change relates to the fact that prior to and through
April 30, 1994, the Corporation had recorded $1.3 million in unrealized  pre-tax
losses on its investment portfolio.



                                       6



                              GENESEE CORPORATION

Item 2. Management's Discussion and Analysis of 
        Financial Condition & Results of Operations

Comparison of 13 weeks ended January 28, 1995 to 13 weeks ended January 29, 1994
                           

     Consolidated  net  revenues  for the 13 weeks  ended  January 28, 1995 were
$31.8 million,  which is roughly equal to consolidated net revenues reported for
the same period last year.  Consolidated net earnings were $1.4 million, or $.90
per share in the 13 weeks this year,  compared to net earnings of $1.2  million,
or $.74 per share, for the same period last year.

     Genesee  Brewing  Company's  net  sales in the  third  quarter  were  $26.8
million, an increase of $1.0 million or 3.9% from last year's net sales of $25.8
million.  Barrelage  increased 1% to 445,000  barrels in the third  quarter this
year. The increase in net revenues and barrel sales for Genesee  Brewing Company
was primarily the result of rapid growth in the sales of JW Dundee's Honey Brown
Lager, a higher priced specialty brew that was introduced in January 1994.

     Over the past few years, consumer trends in the malt beverage industry have
favored  innovative  new  brands  and  packages.  Genesee  Brewing  Company  has
addressed  this  trend  by  continuing  to  introduce  new  brands  and  package
configurations.  During the third  quarter this year,  Genesee  Brewing  Company
introduced  Koch's  Ice  Beer,  extending  its line of  popularly  priced  Kochs
products. In addition,  Genesee Brewing Company introduced 30 and 36 can package
configurations  in  several  major  markets  in an effort to  capitalize  on the
continued  popularity of can packages.  Sales of these new products and packages
have helped to offset declining sales in Genesee Brewing  Company's  established
brands.

     The increase in Genesee Brewing  Company's third quarter net sales was also
the result of  increased  export  sales.  Export  sales more than doubled in the
third quarter this year to 22,359  barrels as compared to 10,573 barrels for the
same  period  last  year.  The growth in export  sales was the direct  result of
renewed sales efforts and greater focus on the export market segment.

     Genesee  Brewing  Company's net sales per barrel were up 3.7% for the third
quarter this year, compared to the third quarter last year primarily as a result
of a general  price  increase that went into effect late in fiscal 1994. A shift
in product mix to Genesee Brewing Company's higher-priced specialty products and
a  $660,000  federal  excise  tax  credit  that was  taken in the  quarter  also
contributed to the increase in net sales per barrel.

     Net  sales  for  Ontario  Foods  were $4.5  million  in the third  quarter,
compared to $5.1 million for the third  quarter of fiscal  1994.  The decline in
sales was  attributable to the  restructuring  program  initiated in August 1993
whereby  several  low  profit  product  lines  were  eliminated.  Ontario  Foods
experienced  higher sales  during the third  quarter last year than this year as
customers built inventories pending transition to other suppliers.





                                       7


                              GENESEE CORPORATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued)

     Although  overall  sales  were down in the third  quarter  of fiscal  1995,
Ontario Foods' private label business continued to grow. Private label sales for
the third quarter were approximately  $394,000 higher than last year due in part
to continued  growth in Ontario Foods' side dish business.  Sales of these items
were up $183,000 in the third  quarter this year  compared to the third  quarter
last year. In addition,  late in the second quarter of this fiscal year, Ontario
Foods  completed the  acquisition of several  private label product lines from a
New Jersey food processing company. Sales of these products amounted to $612,000
in the third quarter.

     Consolidated  gross  profit was $8.8  million or 27.8% of net sales for the
third  quarter this year  compared to $8.5 million or 26.6% of net sales for the
same period last year. The improved gross profit was primarily  attributable  to
Genesee Brewing Company.  Genesee Brewing  Company's gross profit increased from
$7.0 million or 27.2% of net sales in the third  quarter  fiscal  1994,  to $7.9
million or 29.3% of net sales in the third  quarter  fiscal 1995.  This increase
resulted  from the general  price  increase that went into effect late in fiscal
1994, a better brand and package mix, and continued efforts to contain or reduce
production  costs.  However,  commencing  January 1, 1995, the price of aluminum
cans  increased  approximately  40% in  response  to the  recent  increases  and
volatility  in worldwide  aluminum  prices.  Since the price  increase went into
effect late in the Corporation's third quarter, it did not significantly  affect
third quarter profitability.  However, if current prices for aluminum cans hold,
this will have a significant adverse effect on Genesee Brewing Company's cost of
sales in the future.

     Selling,  general and administrative expenses for the Corporation decreased
by $1.3 million or 15.1%, over the third quarter last year. The majority of this
decrease was attributable the  Corporation's  on-going cost containment  efforts
and to a $1.1 million reduction in Genesee Brewing Company's marketing and media
expenditures   this  year  compared  to  last.  In  addition,   Ontario   Foods'
restructuring program resulted in non-recurring  restructuring costs of $158,000
incurred in the third quarter last year.

     Consolidated  operating  income  for the  third  quarter  was $1.7  million
compared to  operating  income of $100,000  for the same period last year.  This
improvement was primarily the result of improved  performance by Genesee Brewing
Company.  Genesee  Brewing  Company's  third  quarter  operating  income of $1.4
million  represented a $1.5 million  improvement  over last year's third quarter
operating loss of $108,000.  As already  mentioned,  improved volume and product
mix, a general price  increase,  and lower selling,  general and  administrative
spending all contributed to Genesee Brewing Company's operating performance.

     Ontario  Foods'  third  quarter  operating  income was  $12,000  this year,
compared to a $181,000  operating loss last year. The  improvement was primarily
due to continued growth in private label sales and to lower selling, general and
administrative expenses.






                                       8



                              GENESEE CORPORATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results 
        of Operations (continued)


     Genesee Ventures,  Inc. the Corporation's equipment leasing and real estate
investment  subsidiary,  reported  operating  income of  $487,000  for the third
quarter of fiscal  1995,  compared to $544,000  for the third  quarter of fiscal
1994.  The lower  operating  income was the result of the sale in August 1994 of
Genesee  Venture's  interest  in a Columbus,  Ohio  apartment  project.  Genesee
Ventures'  equity  interest  in the project had  generated  operating  income of
$175,000 in the third quarter last year.

     Consolidated  investment  income for the third  quarter of fiscal  1995 was
down  $1.1  million  to  $837,000.   Fiscal  1994  investment   income  included
approximately  $1.1 million of realized gains on marketable  securities  sold in
the third quarter last year when the  Corporation  restructured  its  portfolio.
During the third quarter of fiscal 1995, the  Corporation  recorded  $123,000 of
realized losses on the sale of marketable securities.

     In sum, the Corporation's consolidated earnings before income taxes totaled
$2.4 million for the third quarter of fiscal 1995, compared to $1.9 million last
year primarily as a result of improved performance by Genesee Brewing Company.

Comparison of 39 weeks ended January 28, 1995 to 39 weeks ended January 29,1994

     The Corporation's  consolidated net revenues for the 39 weeks ended January
28, 1995 were $99.5 million,  down $5.8 million from  consolidated  net revenues
reported  for the same period last year.  Consolidated  net  earnings  were $6.0
million,  or $3.73 per share,  this year compared to $3.2 million,  or $1.98 per
share, for the same period last year.

     Genesee Brewing  Company's net sales in the first three quarters were $84.5
million, down $1.8 million from net sales of $86.3 million reported for the same
period last year.  The lower net sales  resulted  from a 6.9%  decline in barrel
volume which,  in turn was  attributable to continued  competitive  pressures in
Genesee Brewing  Company's key markets.  Genesee Brewing  Company's  established
brands have experienced the greatest decline as consumer preference continues to
favor new brands and product  categories at the expense of  established  brands.
Genesee  Brewing Company has responded by increasing the pace of new product and
package  introductions over the past few years. These new product  introductions
include Koch's Ice Beer, which was introduced in fiscal 1995, and Michael Shea's
Black & Tan, Genny Ice Beer,  and JW Dundee's Honey Brown Lager,  all introduced
in fiscal 1994.  Sales of new products  partially  offset lower sales of Genesee
Brewing Company's established brands.

     In  addition to new brands and line  extensions,  Genesee  Brewing  Company
introduced new 30 and 36 can package configurations in fiscal 1995 to capitalize
on the continued  popularity of can packages.  Total sales of these new packages
was  approximately  50,000  barrels  through the first three  quarters of fiscal
1995.





                                       9



                              GENESEE CORPORATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results 
        of Operations (continued)


     Despite  overall  lower  barrel  volume  this year  compared  to last year,
Genesee  Brewing  Company's  net sales per barrel were up 5.1%,  primarily  as a
result of a general price  increase that went into effect late in fiscal 1994. A
shift in  product  mix to  Genesee  Brewing  Company's  higher-priced  specialty
products  and a  $660,000  federal  excise tax credit  also  contributed  to the
increase in net sales per barrel.

     Net sales for Ontario Foods were $12.7 million in the first three  quarters
of fiscal 1995, compared to $15.9 million for the first three quarters of fiscal
1994. The decline in sales was the result of the restructuring program mentioned
above.  Although  overall sales were down in the first three  quarters of fiscal
1995,  Ontario Foods' private label business showed  continued  growth.  Private
label sales for the first three quarters of fiscal 1995 were  approximately $1.4
million  higher than last year as a result of increased  sales of Ontario Foods'
side dish lines and the  acquisition  of several  new  product  lines from a New
Jersey food processor.

     The Corporation's  consolidated  gross profit margin was 28.2% of net sales
for the first three  quarters  this year  compared to 26.7% of net sales for the
same  period  last  year.   The  improved  gross  profit  margin  was  primarily
attributable to Genesee Brewing Company.  Genesee Brewing Company's gross profit
increased  from $23.3 million or 27.0% of net sales in the first three  quarters
of fiscal  1994,  to $24.9  million  or 29.5% of net  sales in the  first  three
quarters of fiscal 1995.  This  increase was  attributable  to the general price
increase  that went into effect late in fiscal  1994, a better brand and package
mix,  and  continued  efforts to contain or reduce  production  costs.  However,
commencing  January 1, 1995, the price of aluminum cans increased  substantially
in response to the recent increases and volatility in worldwide aluminum prices.
Since the  price  increase  went into  effect  late in the  Corporation's  third
quarter, it did not significantly affect  profitability  through the first three
quarters. However, if the current prices of aluminum cans hold, this will have a
significant  adverse  effect on Genesee  Brewing  Company's cost of sales in the
future.

     Selling,  general and administrative expenses for the Corporation decreased
by $3.6 million, or 13.6%, over the first three quarters of last year. A portion
of this decrease was attributable to Ontario Foods' restructuring  program which
resulted in staff reductions and other administrative cost savings. In addition,
Genesee Brewing Company's selling, general and administrative expenses were down
approximately  $1.9  million  from  last  year's  levels  due to  lower  selling
marketing and advertising expenditures and to a cost reduction program initiated
in response to lower barrel volume.

     Consolidated  operating  income  for the  first  three  quarters  was  $5.2
million,  compared to $1.7  million for the same period last year.  The increase
was primarily  attributable  to improved  profit  performance by Genesee Brewing
Company and Ontario Foods.

     Genesee Brewing Company's  operating income for the first three quarters of
fiscal 1995 was $4.1  million,  an increase of  approximately  $3.5 million over
operating profit of $617,000 reported for





                                       10


                              GENESEE CORPORATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued)

the same period last year. A general price increase,  improved product mix, and
lower selling,  general and  administrative  spending all contributed to Genesee
Brewing Company's strong profit performance.

     Operating  income  reported by Ontario Foods  increased for the first three
quarters  this year to $108,000  from a loss of  approximately  $234,000 for the
same period last year.  This  improvement  was the result of the continued  cost
containment  measures,  improved  production  efficiencies  and  lower  overhead
derived  from last  fall's  restructuring  program.  In  addition,  $158,000  of
non-recurring restructuring costs contributed for last year's operating loss.

     Genesee Ventures Inc.,  reported operating income unchanged at $1.7 million
for the first three quarters of fiscal 1995 compared to the first three quarters
of fiscal  1994  despite the sale of Genesee  Ventures'  interest in a Columbus,
Ohio apartment project.


     Consolidated  investment income for the first three quarters of fiscal 1995
totaled $2.4  million,  compared to $4.1 million from the same period last year.
Fiscal 1994 investment income included  approximately  $1.5 million of net gains
on  marketable  securities  sold in November  and  December  1993 as part of the
Corporation's plan to restructure its portfolio. For the first three quarters of
fiscal 1995, the  Corporation  recorded  $106,000 of net realized  losses on the
sale of marketable securities.

     The  Corporation's  consolidated  statement of earnings for the first three
quarters  ended  January 28, 1995  includes a $1.7  million  gain on the sale of
Genesee  Ventures' 89% equity interest in the partnership that owned a Columbus,
Ohio apartment project. The sale took place in August 1994.

     Net earnings before cumulative effect of change in accounting principle was
$5.2  million in the first  three  quarters  of fiscal  1995,  compared  to $3.2
million last year.



LIQUIDITY  AND  CAPITAL  RESOURCES


     Cash, cash equivalents,  and marketable securities totaled $46.1 million on
January  28,  1995,  compared  to $38.0  million at April 30,  1994.  The higher
balances were the result of proceeds received from the sale of Genesee Ventures'
interest in a Columbus,  Ohio apartment project as well as improved cash flow at
Ontario Foods and Genesee  Brewing  Company  during the first three  quarters of
fiscal 1995.





                                       11


                              GENESEE CORPORATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results 
        of Operations (continued)

     Prior to May 1, 1994,  marketable  securities  were  stated at the lower of
cost or market.  The adoption of SFAS 115  effective  May 1, 1994 (as more fully
described in Note D to the financial  statements)  required that debt and equity
securities be valued at market.

     Inventories at January 28, 1995 were approximately $3.1 million higher than
the balances reported at April 30, 1994.  Inventories at Genesee Brewing Company
increased due to the addition of new products.  Ontario  Foods'  inventory  also
contributed to the increase with the continuing  expansion of existing  products
lines and the  acquisition  of several new product  lines from a New Jersey food
processor.

     The Corporation holds a mortgage receivable in the amount of $5,807,000 due
in full on June 1, 1995.  As of January 28, 1995 this  receivable  was a current
asset whereas at April 30, 1994 it was reported a non-current asset.

     Current  liabilities  at January 28, 1995 were up $900,000 from fiscal year
end.  This increase was primarily  attributable  to increased  federal and state
income tax liability as a result of higher earnings by Genesee Brewing Company.

     Mortgage notes payable on real estate  investments  totaled $3.8 million as
of January 28, 1995,  compared to $9.6 million at April 30, 1994.  The reduction
is a result of the sale of the interest in the Columbus,  Ohio apartment complex
mentioned above.  This sale also reduced the net property,  plant, and equipment
amount shown on the Corporation's January 28, 1995 consolidated balance sheet.

     During the third quarter of fiscal 1995,  Genesee Brewing Company initiated
a plan  to  make  major  modifications  to one of  it's  bottling  lines.  These
modifications  will include  installation  of rotary labelers which will enhance
Genesee  Brewing  Company's  ability to offer upscale  packaging as part of it's
efforts to capitalize on the trend towards  specialty brews. The capital project
is expected to be completed by the second  quarter of fiscal 1996 and to cost in
excess of $3 million.

     The Corporation  expects to fund all future capital needs  internally as it
has in the past.  With  respect  to real  estate  and  equipment  leasing,  such
investments  may  also  include  a  debt  component,  generally  obtained  on  a
non-recourse basis.

     To  enhance  the  Corporation's  opportunities  for  future  growth  and to
capitalize  on its  strong  financial  condition,  the  Corporation's  long term
strategy  includes  plans  to seek  investment  opportunities  outside  its core
brewing  business.  The Corporation will continue to search for and develop such
opportunities.





                                       12


                              GENESEE CORPORATION

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)       No exhibits are being filed with this report.

(b)       The Corporation did not file any reports on Form 8-K
          during the quarter for which this report is filed.



                                   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: 3/9/95                   /s/ Robert N. Latella
                               Robert N. Latella
                               Executive Vice President
                               and Chief Operating Officer



Date:  3/9/95                  /s/ Edward J. Rompala
                               Edward J. Rompala
                               Vice President and Treasurer




                                       13


<TABLE> <S> <C>

<ARTICLE>  5
<MULTIPLIER>  1,000
       
<S>
                                                 <C>    <C> 
<PERIOD-TYPE>                                    9-MOS
<FISCAL-YEAR-END>                                        APR-29-1995
<PERIOD-END>                                             JAN-28-1995
<CASH>                                                        13,514
<SECURITIES>                                                  32,590
<RECEIVABLES>                                                  9,886
<ALLOWANCES>                                                     660
<INVENTORY>                                                   13,820
<CURRENT-ASSETS>                                              78,729
<PP&E>                                                       120,052
<DEPRECIATION>                                                91,405
<TOTAL-ASSETS>                                               150,122
<CURRENT-LIABILITIES>                                         20,436
<BONDS>                                                            0
<COMMON>                                                         858
                                              0
                                                        0
<OTHER-SE>                                                    88,419
<TOTAL-LIABILITY-AND-EQUITY>                                 150,122
<SALES>                                                      131,148
<TOTAL-REVENUES>                                             131,148
<CGS>                                                         71,460
<TOTAL-COSTS>                                                 31,615
<OTHER-EXPENSES>                                              22,850
<LOSS-PROVISION>                                                   0
<INTEREST-EXPENSE>                                                 0
<INCOME-PRETAX>                                                8,636
<INCOME-TAX>                                                   3,418
<INCOME-CONTINUING>                                            5,218
<DISCONTINUED>                                                     0
<EXTRAORDINARY>                                                    0
<CHANGES>                                                        760
<NET-INCOME>                                                   5,978
<EPS-PRIMARY>                                                   3.73
<EPS-DILUTED>                                                      0
        



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission