-----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, KBhjZM/EgKx8HVqfQ8yhgld9JdLsvP+MTgE95Q3gc+FVSHUhPRxHpsvV0lKnWFoy Luhizo8oyjbWGRUR6Z52pQ== 0000950152-06-002072.txt : 20060314 0000950152-06-002072.hdr.sgml : 20060314 20060314160446 ACCESSION NUMBER: 0000950152-06-002072 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060128 FILED AS OF DATE: 20060314 DATE AS OF CHANGE: 20060314 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: 06685183 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 l19130ae10vq.txt GENESEE CORPORATION 10-Q/QTR END 1-28-06 Index to Exhibits at page 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 28, 2006 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 of Incorporation) (I.R.S. Employer Identification No.)
600 Powers Bldg., 14614 16 W. Main Street, (Zip Code) Rochester, New York (Address of principal executive offices)
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 the 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] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x] Indicate the number of shares of each of the issuer's classes of common stock, as of the latest practicable date. As of December 12, 2005:
Class Shares Outstanding - ----- ------------------ Class A Common Stock 209,885 Class B Common Stock 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) Janaury 28, 2006 and April 30, 2005 (Dollars in thousands, except per share data) (Unaudited)
Janaury 28, 2006 April 30, 2005 ---------------- -------------- ASSETS Cash and cash equivalents $ 3,291 $ 3,043 Restricted cash 0 2,416 Estimated net income tax receivable 0 173 Other assets 111 265 ---------- ---------- Total assets $ 3,402 $ 5,897 ========== ========== LIABILITIES AND NET ASSETS Accrued expenses and other liabilities $ 290 $ 458 Estimated net income tax payable 210 0 Accrued self-insured workers compensation 0 2,500 ---------- ---------- Total liabilities 500 2,958 ---------- ---------- Net assets in liquidation $ 2,902 $ 2,939 ========== ========== Number of common shares outstanding (Class A - 209,885; Class B - 1,464,201) 1,674,086 1,674,086 Net assets in liquidation per outstanding share $ 1.73 $ 1.76 ========== ==========
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 Janaury 28, 2006 and Janaury 29, 2005 (Dollars in thousands) (Unaudited)
2006 2005 ------ ------- Net assets in liquidation at April 30, 2005 and May 1, 2004, respectively $2,939 $ 6,842 Liquidating distribution paid to shareholders 0 (2,511) Interest income, net 46 16 Changes in estimated liquidation values of assets and liabilities (36) (100) ------ ------- Net assets in liquidation at July 30, 2005 and July 31, 2004, respectively 2,949 4,247 Interest income, net 30 24 Changes in estimated liquidation values of assets and liabilities 8 (2) ------ ------- Net assets in liquidation at October 29, 2005 and October 30, 2004, respectively 2,987 4,269 Interest income, net 32 23 Changes in estimated liquidation values of assets and liabilities (117) (650) ------ ------- Net assets in liquidation at January 28, 2006 and January 29, 2005, respectively $2,902 $ 3,642 ====== =======
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 $1.0 million. On July 21, 2005, the Corporation purchased a New York workers compensation insurance policy from a New York State approved insurance carrier for $2.36 million. With the purchase of this policy, the Corporation was relieved of its self-insured workers compensation status and related obligations. See Note B. NOTE (B) Liquidation Basis of Accounting The Corporation's financial statements are prepared using 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 and the results of audits being conducted by various taxing authorities. 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 28, 2006. 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. At January 28, 2006, 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 $837,000, or approximately $0.50 per outstanding share at January 28, 2006; 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) 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 payable are subject to audit by both state and federal taxing authorities, most notably as it relates to the fiscal years ended May 3, 2003, May 1, 2004, and April 30, 2005. The Corporation has settled audits from both state and federal taxing authorities through the fiscal tax year ended April 27, 2002. As tax returns are filed utilizing management's interpretation of applicable rules, the actual tax liability or refund determined after a tax audit can be different from amounts initially claimed when filing tax returns. Based upon all known facts, management has made an estimation of the range of probable outcomes after all tax returns have been filed and reviewed by the taxing authorities. As mentioned above, the Corporation has been audited by the New York State and federal taxing authorities through the fiscal year ended April 27, 2002. To the extent that the Corporation is audited for other years by federal and/or state taxing authorities, such an audit or audits could result in an increase or decrease in the Corporation's income tax payable or create a net income tax receivable. During the third quarter of fiscal 2006 the New York State Department of Taxation and Finance audited the New York State income tax returns of the Corporation for the fiscal years ended May 3, 2003 and May 1, 2004. The results of this audit have not yet been finalized. The Corporation believes no change to the estimated income tax payable is warranted at this time. Any change to that payable, if required, will be made in the quarter in which the New York State audit is finalized. During the third quarter of fiscal 2006 the Corporation received an expected $14,000 state tax refund and paid a $6,000 Texas tax liability. As a result, the Corporation's estimated net income tax payable was increased by $8,000 to $210,000 at January 28, 2006. This had no impact on Net Assets in Liquidation. The estimated income tax payable recorded on the accompanying Statement of Net Assets in Liquidation as of January 28, 2006 is management's estimate of the most probable point within the range. Such estimates are often updated as additional information becomes available. In addition, the Corporation filed an additional federal refund claim of $460,000 for the 2001 fiscal year. Due to the uncertainty of ultimately collecting on the claim, this amount has not been offset against the estimated net income tax payable on the Corporation's Statement of Net Assets in Liquidation and will be included only at such time that the Corporation believes its collection is probable. The Corporation may incur additional professional fees as a result of any additional income tax audits. Other assets - Valued based on management estimates. At January 28, 2006 the $111,000 balance is comprised of prepaid insurance and a note receivable. Page 7 of 16 GENESEE CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements NOTE (B) Liquidation Basis of Accounting (continued) Accrued compensation, accrued expenses, and other liabilities - Based on management's estimate. These are the estimated costs to complete the Corporation's Plan of Liquidation and Dissolution, and represents the estimated cash costs of operating the Corporation through its expected termination which management has estimated to occur by the end of calendar 2006. These costs, which include personnel, facilities, professional fees, and other related costs, are estimated based on various assumptions regarding staffing expenses, 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 April 30, 2005 and January 28, 2006 and the expenditures and management adjustments that occurred during the first three quarters of fiscal 2006.
Nine Months Ended Nine Months Ended April 30, 2005 January 28, 2006 January 28, 2006 January 28, Category Balance Expenditures Adjustments 2006 Balance - -------- -------------- ----------------- ----------------- ------------ Office expenses, Including rent $ 17,000 $ (6,000) $ 0 $ 11,000 Insurance expense 26,000 (3,000) 0 23,000 Professional fees 338,000 (260,000) 114,000 192,000 Other 77,000 (13,000) 0 64,000 -------- --------- -------- -------- Totals $458,000 $(282,000) $114,000 $290,000 ======== ========= ======== ========
The $114,000 adjustment for professional fees included in the table above is a result of additional legal and tax advisory fees that will be necessary to successfully wind-up the Corporation's business affairs by the end of calendar 2006 and the settlement of a tax claim related to the Corporation's sale of its Ontario Foods, Incorporated subsidiary. Accrued self-insured workers compensation - The Corporation's brewing and foods businesses were self-insured for workers compensation claims and the Corporation retained this liability after those businesses were sold. The accrued self-insured workers compensation liability of $2,500,000 at April 30, 2005 represented the amount paid, $2,360,000, to a New York State approved workers compensation insurance carrier on July 21, 2005 for a New York workers compensation insurance policy which is effective June 1, 2005, $50,000 for New York State assessments paid to the New York State Workers Compensation Board on July 21, 2005, $50,000 of claim payments and NYS assessments paid prior to July 21, 2005, plus $40,000 for anticipated net adjustments due to the insurance carrier. With the purchase of this policy, the Corporation was relieved of its New York self-insured workers compensation status, the related financial obligations to claimants, and the statutorily required financial assurance for those obligations, as well as any future assessments. The purchase of the policy was funded by release to the Corporation of the $2,416,000 in restricted cash that had secured the Corporation's letter of credit posted to satisfy the workers compensation financial assurance requirement. Accordingly, the balance of this liability at January 28, 2006 is $0. Page 8 of 16 GENESEE CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements NOTE (B) Liquidation Basis of Accounting (continued) Contingent liabilities - As with any business, the Corporation may have potential contingent liabilities in addition to the liabilities recorded in the accompanying consolidated financial statements. Because no claims for contingent liabilities have been made or threatened, no amount has been recorded for such liabilities in the accompanying consolidated financial statements. NOTE (C) Financial Statement Presentation Liquidation Basis Financial Statements The Corporation's Statement of Net Assets in Liquidation as of January 28, 2006 and Statement of Changes in Net Assets in Liquidation for the thirty-nine week period ended January 28, 2006 and January 29, 2005 presented herein are unaudited. The April 30, 2005 Statement of Net Assets has been audited. In the opinion of management, these interim 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 April 30, 2005. It is the Corporation's policy to reclassify certain amounts in the prior year consolidated financial statements and interim financial information to conform to the current year presentation. 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. 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. The Corporation operates under 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. Page 9 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 28, 2006 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 a final liquidating distribution in the course of winding up its affairs. Management has estimated that the Corporation expects to wind up its affairs by the end of calendar 2006 and has estimated the costs required to total $290,000. This amount has been recorded on the accrued expenses and other liabilities line in the accompanying Statement of Net Assets in Liquidation. The 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. 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 28, 2006 (continued) 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 4.2% 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. This reserve was at $1.6 million, or approximately $1.00 per share, at April 30, 2005 and after the extinguishment of its workers compensation obligation on July 21, 2005, the Corporation's Board of Directors reduced this reserve to $837,000, or approximately $0.50 per share. This reserve is not classified as restricted or as a liability in the accompanying Statement of Net Assets in Liquidation. See further explanation of the July 21, 2005 transaction below and in Note B to the accompanying consolidated financial statements. Restricted cash represents cash that the Corporation was temporarily unable to access. At April 30, 2005, restricted cash in the amount of $2.4 million was being held in a money-market account with a commercial bank as collateral required for a standby letter of credit issued by the bank to provide statutorily required financial assurance for the Corporation's self-insured workers compensation liability. The Corporation was required by the New York Workers Compensation Board to maintain the standby letter of credit, which was in effect until the extinguishment of its workers compensation obligation on July 21, 2005. See further explanation of this July 21, 2005 transaction in Note B to the accompanying consolidated financial statements. Accordingly, the restricted cash balance at January 28, 2006 is $0. During the first quarter of fiscal 2006, the Corporation received $403,000 in income tax refunds from the Internal Revenue Service. As a result, the estimated net income tax receivable in the amount of $173,000 at April 30, 2005 became an estimated net income tax payable in the amount of $230,000. This balance was decreased by $28,000 during the second quarter of fiscal 2006 to reflect an updated estimate of the amount available for a federal income tax carryback claim. During the third quarter the Corporation received an expected $14,000 state tax refund and paid a $6,000 Texas tax liability. As a result, the Corporation's estimated net income tax liability is $210,000 at January 28, 2006. The accrued expenses and other liabilities line item decreased during the first three quarters of fiscal 2006 due to cash expenditures of approximately $282,000 and an adjustment in the amount of $114,000. The $114,000 adjustment is primarily related to additional legal and tax advisory fees that will be necessary to successfully wind-up the Corporation's business affairs by the end of calendar 2006. (See Note B to the accompanying consolidated financial statements). The Corporation's accrued self-insured workers compensation liability has been completely satisfied. See Note B to the accompanying consolidated financial statements. See also Note D to the accompanying consolidated financial statements, which is incorporated herein by reference thereto. Page 11 of 16 GENESEE CORPORATION AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) 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 the Notes 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, 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 28, 2006, 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 28, 2006 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 - 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: March 13, 2006 /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 l19130aexv31w1.txt EX-31.1 Page 14 of 16 GENESEE CORPORATION AND SUBSIDIARIES EXHIBIT 31.1 Certification of Chief Executive Officer 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 officer 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 control 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) 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 d) 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 officer 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 13, 2006 /s/ Steven M. Morse ---------------------------------------- President (Chief Executive Officer) EX-31.2 3 l19130aexv31w2.txt EX-31.2 Page 15 of 16 GENESEE CORPORATION AND SUBSIDIARIES EXHIBIT 31.2 Certification of Chief Financial Officer 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 officer 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) 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 d) 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 officer 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 13, 2006 /s/ Steven M. Morse ---------------------------------------- Treasurer (Chief Financial Officer) EX-32 4 l19130aexv32.txt EX-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 28, 2006 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 13, 2006 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 28, 2006 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 13, 2006 -----END PRIVACY-ENHANCED MESSAGE-----