-----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, JeiUOo8KS51ccHZeIOQXARer0VvWuApOtUYOOIuVH5ILiIiyKitBejK4YTwLhC1X qbcX0Jp6zPR+KsgJMeo1mQ== 0000950152-06-007521.txt : 20060908 0000950152-06-007521.hdr.sgml : 20060908 20060908160102 ACCESSION NUMBER: 0000950152-06-007521 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060729 FILED AS OF DATE: 20060908 DATE AS OF CHANGE: 20060908 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: 061081934 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 l22256ae10vq.txt GENESEE 10-Q Index to Exhibits at page 12 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 July 29, 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., 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 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 September 6, 2006:
Class Shares Outstanding - ----- ------------------ Class A Common Stock 209,885 Class B Common Stock 1,464,201
Page 2 of 15 GENESEE CORPORATION Statement Of Net Assets In Liquidation (Liquidation Basis) July 29, 2006 and April 29, 2006 (Dollars in thousands, except per share data)
JULY 29, APRIL 29, 2006 2006 ---------- ---------- ASSETS Cash and cash equivalents $ 3,334 $ 3,424 Other assets 77 94 ---------- ---------- Total assets $ 3,411 $ 3,518 ========== ========== LIABILITIES AND NET ASSETS Accrued expenses and other liabilities $ 143 $ 235 Estimated net income tax payable 132 195 ---------- ---------- Total liabilities 275 430 ---------- ---------- Net assets in liquidation $ 3,136 $ 3,088 ========== ========== 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 $ 1.87 $ 1.84 ========== ==========
See accompanying notes to financial statements. Page 3 of 15 GENESEE CORPORATION Statement Of Changes In Net Assets In Liquidation (Liquidation Basis) For the Thirteen Weeks Ended July 29, 2006 and July 30, 2005 (Dollars in thousands) (Unaudited)
2006 2005 ------ ------ Net assets in liquidation at April 29, 2006 and April 30, 2005, respectively $3,088 $2,939 Interest income, net 33 46 Changes in estimated liquidation values of assets and liabilities 15 (22) ------ ------ Net assets in liquidation at July 29, 2006 and July 30, 2005, respectively $3,136 $2,963 ====== ======
See accompanying notes to financial statements. Page 4 of 15 GENESEE CORPORATION Notes to 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. On August 16, 2006 the Corporation was dissolved upon the filing of its Certificate of Dissolution with the New York Secretary of State. 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 15 GENESEE CORPORATION Notes to 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 July 29, 2006. Cash and cash equivalents - Presented at face value. The Corporation considers all highly liquid investments with original maturities of three months or less to be cash equivalents. At July 29, 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 July 29, 2006; however, it is not classified as restricted or as a liability in the accompanying Statement of Net Assets in Liquidation. Page 6 of 15 GENESEE CORPORATION Notes to 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 the state and / or federal taxing authorities, most notably as it relates to the fiscal years ended May 3, 2003, May 1, 2004, April 30, 2005, and April 29, 2006. The Corporation has settled audits from the federal taxing authority through the fiscal tax year ended April 27, 2002 and audits from the New York State taxing authority through the fiscal tax year ended April 30, 2005. 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. 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 fourth quarter of fiscal 2006 the Corporation finalized income tax audits from the New York State Department of Taxation for the fiscal years ended May 3, 2003, May 1, 2004, and April 30, 2005 and remitted payment to New York State during the first quarter of fiscal 2007. Also during the first quarter of fiscal 2007, the Corporation finalized and filed a federal carryback claim for the fiscal year ended April 29, 2006. As a result of the tax payments made to New York State and finalization of the federal carryback claim, the estimated income tax liability of $195,000 as of April 29, 2006 was reduced to $132,000 as of July 29, 2006. This $132,000 estimated income tax payable is recorded on the accompanying Statement of Net Assets in Liquidation and is management's estimate of the most probable point within a 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 July 29, 2006 the $77,000 balance is comprised of prepaid insurance and a note receivable. Page 7 of 15 GENESEE CORPORATION Notes to Financial Statements NOTE (B) Liquidation Basis of Accounting (continued) 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 represent 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 facilities, professional fees, and other related costs, are estimated based on various assumptions regarding 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 29, 2006 and July 29, 2006 and the expenditures and management adjustments that occurred during the first quarter of fiscal 2007.
Three Months Ended Three Months Ended April 29, 2006 July 29, 2006 July 29, 2006 July 29, 2006 Category Balance Expenditures Adjustments Balance - -------- -------------- ------------------ ------------------ ------------- Office expenses, Including rent $ 11,000 $ (1,000) $ 0 $ 10,000 Insurance expense 21,000 (1,000) (10,000) 10,000 Professional fees 174,000 (88,000) 25,000 111,000 Other 29,000 (2,000) (15,000) 12,000 -------- -------- -------- -------- Totals $235,000 $(92,000) $ 0 $143,000 ======== ======== ======== ========
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 financial statements. Page 8 of 15 GENESEE CORPORATION Notes to Financial Statements NOTE (C) Financial Statement Presentation Liquidation Basis Financial Statements The Corporation's Statement of Net Assets in Liquidation as of July 29, 2006 and Statement of Changes in Net Assets in Liquidation for the thirteen-week period ended July 29, 2006 and July 30, 2005 presented herein are unaudited. The April 29, 2006 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 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 29, 2006. It is the Corporation's policy to reclassify certain amounts in the prior year 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. NOTE (E) Subsequent Event - Corporate Dissolution The Corporation was dissolved on August 16, 2006 by the filing of its certificate of dissolution with the New York Secretary of State. 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 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 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 financial statements presented in this report that are incorporated herein by reference thereto. Page 9 of 15 GENESEE CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) LIQUIDITY AND CAPITAL RESOURCES - JULY 29, 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 remaining costs required to total $143,000. This amount has been recorded on the accrued expenses and other liabilities line in the accompanying Statement of Net Assets in Liquidation. The Corporation currently anticipates making a final liquidating distribution prior to December 31, 2006. 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. 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 5.2% 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 $837,000 million, or approximately $0.50 per share, at April 29, 2006 and remains at this amount as of July 29, 2006. This reserve is not classified as restricted or as a liability in the accompanying Statement of Net Assets in Liquidation. During the fourth quarter of fiscal 2006 the Corporation finalized income tax audits from the New York State Department of Taxation for the fiscal years ended May 3, 2003, May 1, 2004, and April 30, 2005 and remitted payment to New York State during the first quarter of fiscal 2007. Also during the first quarter of fiscal 2007, the Corporation finalized and filed a federal carryback claim for the fiscal year ended April 29, 2006. As a result of the tax payments made to New York State and finalization of the federal carryback claim, the estimated income tax liability of $195,000 as of April 29, 2006 was reduced to $132,000 as of July 29, 2006. Page 10 of 15 GENESEE CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) LIQUIDITY AND CAPITAL RESOURCES - JULY 29, 2006 The accrued expenses and other liabilities line item decreased during the first quarter of fiscal 2007 due to cash expenditures of approximately $92,000. (See Note B to the accompanying consolidated financial statements). See also Note D to the accompanying financial statements that are incorporated herein by reference thereto. 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 and final 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 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 income, sales, use and/or other tax returns filed by the Corporation 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, reliance on sole director and sole officer and the risk of losing either, 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 July 29, 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 July 29, 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 11 of 15 GENESEE CORPORATION PART II. OTHER INFORMATION Item 6. Exhibits - See Exhibit Index at Page 12 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: September 8, 2006 /s/ Steven M. Morse ---------------------------------------- Steven M. Morse President, Treasurer, and Secretary Page 12 of 15 GENESEE CORPORATION EXHIBIT INDEX
Exhibit Number Exhibit Page No. - ------- ------- -------- 31.1 Officer Certification as required by Section 302 of the Sarbanes-Oxley Act of 2002. 13 31.2 Officer Certification as required by Section 302 of the Sarbanes-Oxley Act of 2002. 14 32 Officers' Certifications as required by Section 906 of the Sarbanes-Oxley Act of 2002. 15
EX-31.1 2 l22256aexv31w1.txt EX-31.1 Page 13 of 15 GENESEE CORPORATION 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: September 8, 2006 /s/ Steven M. Morse ---------------------------------------- President (Chief Executive Officer) EX-31.2 3 l22256aexv31w2.txt EX-31.2 Page 14 of 15 GENESEE CORPORATION 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: September 8, 2006 /s/ Steven M. Morse ---------------------------------------- Treasurer (Chief Financial Officer) EX-32 4 l22256aexv32.txt EX-32 Page 15 of 15 GENESEE CORPORATION 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 July 29, 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) September 8, 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 July 29, 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) September 8, 2006 -----END PRIVACY-ENHANCED MESSAGE-----