Form 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 26, 2004 Commission File Number 0-01989
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Seneca Foods Corporation
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(Exact name of Company as specified in its charter)
New York 16-0733425
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(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
3736 South Main Street, Marion, New York 14505
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code 315/926-8100
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Not Applicable
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Former name, former address and former fiscal year,
if changed since last report
Check mark indicates whether Company (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 Company was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes X No
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Indicate by check mark whether the Company is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act).
Yes X No
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The number of shares outstanding of each of the issuer's classes of common stock
at the latest practical date are:
Class Shares Outstanding at July 31, 2004
----- -----------------------------------
Common Stock Class A, $.25 Par 3,950,380
Common Stock Class B, $.25 Par 2,764,005
PART I ITEM 1 FINANCIAL INFORMATION
SENECA FOODS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
Unaudited
6/26/04 3/31/04
--------- -------
ASSETS
Current Assets:
Cash and Cash Equivalents $ 3,365 $ 4,570
Marketable Securities - 4,465
Accounts Receivable, Net 37,085 46,180
Inventories:
Finished Goods 157,449 202,573
Work in Process 11,096 15,365
Raw Materials 73,145 52,345
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241,690 270,283
Off-Season Reserve (Note 2) 58,259 -
Deferred Income Tax Asset, Net 6,615 6,615
Assets Held For Sale 2,697 2,931
Refundable Income Taxes 491 451
Other Current Assets 10,529 12,098
-------------- ---------------
Total Current Assets 360,731 347,593
Property, Plant and Equipment, Net 181,481 181,907
Other Assets 4,011 4,403
-------------- ---------------
Total Assets $546,223 $533,903
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes Payable $ 37,273 $ 58,395
Accounts Payable 63,194 37,362
Accrued Expenses 40,817 42,553
Current Portion of Long-Term Debt and Capital
Lease Obligations 24,817 21,519
--------------- ---------------
Total Current Liabilities 166,101 159,829
Long-Term Debt 158,230 154,428
Capital Lease Obligations 6,463 6,559
Deferred Income Tax Liability 14,602 15,048
Other Long-Term Liabilities 8,412 7,790
Commitments - -
10% Preferred Stock, Series A, Voting, Cumulative,
Convertible, $.025 Par Value Per Share 10 10
10% Preferred Stock, Series B, Voting, Cumulative,
Convertible, $.025 Par Value Per Share 10 10
6% Preferred Stock, Voting, Cumulative, $.25 Par Value 50 50
Convertible, Participating Preferred Stock, $12.00
Stated Value 41,268 41,268
Convertible, Participating Preferred Stock, $15.50
Stated Value 15,000 15,000
Common Stock 2,859 2,859
Paid in Capital 15,989 15,989
Accumulated Other Comprehensive Income - 2,324
Retained Earnings 117,229 112,739
--------------- ---------------
Stockholders' Equity 192,415 190,249
--------------- ---------------
Total Liabilities and Stockholders' Equity $546,223 $533,903
======== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
SENECA FOODS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF NET EARNINGS
(Unaudited)
(In Thousands, Except Per Share Data)
Three Months Ended
-------------------
6/26/04 6/28/03
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Net Sales $ 163,633 $ 151,296
Costs and Expenses:
Cost of Product Sold 148,714 135,735
Selling, General, and Administrative 6,898 6,130
Other Income, net (3,334) -
Interest Expense (net) 3,974 3,411
------------------ -----------------
Total Costs and Expenses 156,252 145,276
------------------ -----------------
Earnings Before Income Taxes 7,381 6,020
Income Taxes 2,879 2,348
------------------ -----------------
Net Earnings $ 4,502 $ 3,672
================= ================
Basic:
Earnings Per Common Share $ .40 $ .35
================= ================
Weighted Average Shares
Outstanding 11,126 10,481
================== =================
Diluted:
Earnings Per Common Share $ .40 $ .35
================= ================
Weighted Average Shares
Outstanding 11,193 10,548
================== ==================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
SENECA FOODS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
Three Months Ended
------------------
6/26/04 6/28/03
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Cash Flows From Operating Activities:
Net Earnings $ 4,502 $ 3,672
Adjustments to Reconcile Net Earnings
to Net Cash Provided by Operations:
Depreciation and Amortization 7,191 6,399
Gain on the Sale of Assets (3,862) -
Other Expense 528 -
Deferred Income Taxes 419 798
Changes in Working Capital:
Accounts Receivable 9,095 6,603
Inventories 28,593 6,059
Off-Season Reserve (58,259) (39,225)
Other Current Assets 1,569 (1,057)
Refundable Income Taxes 520 1,410
Accounts Payable, Accrued
Expenses, and Other Liabilities 24,658 23,693
------------------ -----------------
Net Cash Provided by Operations 14,954 8,352
------------------ -----------------
Cash Flows From Investing Activities:
Additions to Property, Plant,
and Equipment (7,322) (2,913)
Proceeds from the Sale of Assets 5,540 39,585
Acquisition - (110,449)
Cash Received with Acquisition - 2,560
------------------ -----------------
Net Cash Used in Investing
Activities (1,782) (71,217)
------------------ -----------------
Cash Flows From Financing Activities:
Borrowings on Notes Payable 41,535 -
Payments on Notes Payable (62,657) -
Proceeds from Issuance of Long-Term Debt 8,543 35,011
Payments of Long-Term Debt and Capital
Lease Obligations (1,539) (32,200)
Other (247) (2,342)
Dividends (12) (12)
------------------ -----------------
Net Cash (Used in) Provided by
Financing Activities (14,377) 457
------------------ -----------------
Net (Decrease) in Cash and Cash
Equivalents (1,205) (62,408)
Cash and Cash Equivalents,
Beginning of Period 4,570 64,984
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Cash and Cash Equivalents,
End of Period $ 3,365 $ 2,576
================== ==================
Supplemental information on non-cash investing and financing activities: $16.1
million of Preferred Stock was issued in partial consideration for the CPF
acquisition. The Company assumed $9.1 million of long-term debt related to the
CPF acquisition (see Note 7).
The accompanying notes are an integral part of these condensed consolidated
financial statements.
SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In Thousands)
June 26, 2004
1. Condensed Consolidated Financial Statements
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments, which are
normal and recurring in nature, necessary to present fairly the
financial position of the Company as of June 26, 2004 and results of
its operations and its cash flows for the interim periods presented.
All significant intercompany transactions and accounts have been
eliminated in consolidation. The March 31, 2004 balance sheet was
derived from the audited consolidated financial statements.
The results of operations for the three month periods ended June 26,
2004 are not necessarily indicative of the results to be expected for
the full year.
In the three months ended June 26, 2004, the Company sold for cash, on
a bill and hold basis, $20,497,000 of Green Giant finished goods
inventory to General Mills Operations, Inc. ("GMOI"). At the time of
the sale of the Green Giant vegetables to GMOI, title to the specified
inventory transferred to GMOI. In addition, the aforementioned
finished goods inventory was complete, ready for shipment and
segregated from the Company's other finished goods inventory. Further,
the Company had performed all of its obligations with respect to the
sale of the specified Green Giant finished goods inventory.
The accounting policies followed by the Company are set forth in Note
1 to the Company's Consolidated Financial Statements in the 2004
Seneca Foods Corporation Annual Report and Form 10-K.
Other footnote disclosures normally included in annual financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or
omitted. These condensed consolidated Financial Statements should be
read in conjunction with the financial statements and notes included
in the Company's 2004 Annual Report and Form 10-K.
2. The seasonal nature of the Company's food processing business
results in a timing difference between expenses (primarily overhead
expenses) incurred and absorbed into product cost. All Off-Season
Reserve balances, which essentially represent a contra-inventory
account, are zero at fiscal year end. Depending on the time of year,
Off-Season Reserve is either the excess of absorbed expenses over
incurred expenses to date or the excess of incurred expenses over
absorbed expenses to date. Other than the first quarter of each year,
absorbed expenses exceed incurred expenses due to timing of
production.
3.
Comprehensive income consisted of net earnings and net unrealized
gains on securities classified as available-for-sale. The following
table provides the results for the periods presented:
Three Months Ended
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6/26/04 6/28/03
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Net Earnings $4,502 $3,672
Other Comprehensive
Earnings, Net of Tax:
Net Reclassification of
Accumulated Other
Comprehensive Income (2,356) -
Net Unrealized Gains on
Investment 32 165
----------------------
Comprehensive
Income $2,178 $3,837
======================
4. Recently issued accounting standards have been considered by the Company
and are not expected to have a material effect on the Company's financial
position or results of operations.
5. As previously reported, during the quarter ended June 26, 2004, the Company
sold its investment in the Class B Common Stock of Moog, Inc. for
$4,578,000 and recorded a gain of $3,862,000 before income taxes, which is
included in Other Income (net) in the Consolidated Statements of Net
Earnings. This investment had been classified as marketable securities on
the Consolidated Balance Sheets.
6. On June 24, 2004, the Company issued a mortgage to GE Capital for $8
million with an interest rate of 6.35% and a term of 15 years. The proceeds
were used to finance new warehouse construction in Janesville and Cambria,
Wisconsin.
7. On May 27, 2003, the Company completed its acquisition of 100% of in
Chiquita Processed Foods, L.L.C. ("CPF") from Chiquita Brands
International, Inc. The primary reason for the acquisition was to acquire
additional production capacity in the Canned Vegetable business. The
purchase price totaled $126.1 million plus the assumption of certain
liabilities. This acquisition was financed with cash, proceeds from a new
$200 million revolving credit facility, and $16.1 million of the Company's
Participating Convertible Preferred Stock.
The revolving credit facility has a five-year term. During the quarter
ended September 27, 2003, the Company refinanced $42.5 million of debt
outstanding under the revolving credit facility with new term debt from an
insurance company. During the quarter ended June 26, 2004, the Company
provided notice to its bank lenders of its intention to reduce the
revolving credit facility from $200 million to $150 million and took a
non-cash charge of $528,000 reflecting the write-down of the corresponding
pro-rata amount of deferred financing costs, which is included in Other
Income (net) in the Consolidated Statements of Net Earnings. The $150
million revolving credit facility is expected to satisfy the Company's
working capital needs for the foreseeable future.
The Company's statement of net earnings for the three months ended June 28,
2003 includes one month of the acquired CPF operations. A pro forma
statement of net earnings, as if the operations were acquired at the
beginning of the periods presented, follows:
Three Months Ended
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6/26/04 6/28/03
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Net Sales $163,633 $182,101
Cost of Product Sold 148,714 164,912
Selling, General, and
Administrative 6,898 8,694
Interest Expense 3,974 4,261
Other (Income) Expense (3,334) 1,882
----------------------
Total Costs and Expenses 156,252 179,749
Earnings Before Income Taxes 7,381 2,352
Income Taxes 2,879 917
----------------------
Net Earnings 4,502 1,435
======================
Basic Earnings Per Share $ 0.40 $ 0.14
======================
Diluted Earnings Per Share $ 0.40 $ 0.14
======================
The June 28, 2003 column of the pro forma comparison above excludes sales
and related costs of the four plants that were later sold to Lakeside Foods
from the acquired CPF operations.
8. Earnings per share (In thousands, except per share data):
Three Months Ended
6/26/04 6/28/03
------- -------
Basic Net Earnings Applicable to Common Stock:
Net Earnings $4,502 $3,672
Deduct Preferred Cash Dividends 6 6
-------------------
Net Earnings Applicable to Common Stock $4,496 $3,666
===================
Weighted Average Common Shares Outstanding 6,715 6,676
Weighted Average Participating Preferred Shares
Outstanding 4,411 3,805
-------------------
Weighted Average Shares Outstanding
for Basic Earnings Per Common Share 11,126 10,481
===================
Basic Earnings Per Common Share $ .40 $ .35
===================
Diluted Net Earnings Applicable to Common Stock:
Net Earnings Applicable to Common Stock $4,496 $3,666
Add Back Preferred Cash Dividends 5 5
-------------------
Net Earnings Applicable to Common Stock Diluted $4,501 $3,671
===================
Weighted Average Shares Outstanding
for Basic Earnings Per Common Share 11,126 10,481
Effect of Convertible Preferred Stock 67 67
-------------------
Weighted Average Shares Outstanding
for Diluted Earnings Per Common Share 11,193 10,548
===================
Diluted Earnings Per Common Share $ .40 $ .35
===================
9. The net periodic benefit cost for pension plans consist of:
Three Months Ended
6/26/04 6/28/03
------- -------
Service Cost $ 696 $ 685
Interest Cost 962 947
Expected Return on Plan Assets (1,052) (1,037)
Amortization of Transition Asset (76) (74)
Amortization of Net Gain 177 175
------------------
Net Periodic Benefit Cost $707 $696
==================
During the Three Months Ended June 26, 2004, the Company made a
contribution of $35,000 to its defined benefit pension plans. The Company
presently anticipates contributing an additional $2,786,000 to fund its
pension plans in 2005 for a total of $2,821,000.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION RESULTS AND OF OPERATIONS
June 26, 2004
Results of Operations:
Sales: Total sales reflect an increase of 8.2% for the quarter ended June 26,
2004 versus the quarter ended June 28, 2003. The sales increase for the three
month period ended June 26, 2004 primarily reflects three months of operating
activity related to Chiquita Processed Foods, L.L.C. acquired May 27, 2003
versus one month of operating activity in the prior year.
Costs and Expenses:
The following table shows costs and expenses as a percentage of sales:
Three Months Ended
------------------
6/26/04 6/28/03
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Cost of Product Sold 90.8% 89.6%
Selling 3.6 3.2
Administrative 0.7 0.9
Other Income (net) (2.0) -
Interest Expense 2.4 2.3
------------------
95.5% 96.0%
==================
The higher cost of product sold percentage in the first quarter ended June 26,
2004 reflects unfavorable manufacturing variances incurred in connection with
the 2003 pack.
There are no selling costs on the Green Giant sales. Green Giant sales as a
percentage of total sales decreased due to the additional sales resulting from
the CPF acquisition. Therefore, selling expenses as a percentage of sales
increased.
Income Taxes: The effective tax rate was 39% for the three month periods ended
June 26, 2004 and June 28, 2003.
Financial Condition: The financial condition of the Company is summarized in the
following table and explanatory review (In Thousands):
For the Quarter For the Year
Ended June Ended March
---------- -----------
2004 2003 2004 2003
---- ---- ---- ----
Working Capital:
Balance $194,630 $127,075 $187,764 $172,382
Change in Quarter 6,866 (45,307) - -
Notes Payable 37,273 60,386 - -
Long-Term Debt 164,693 135,766 160,987 133,337
Current Ratio 2.17:1 1.67:1 2.18:1 3.42:1
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
June 26, 2004
The Working Capital increase for the quarter reflects in part the new mortgage
of $8 million supporting the warehouse expansion projects and net earnings. The
change in Working Capital for the June 2003 quarter is largely due to the
acquisition of in Chiquita Processed Foods, L.L.C. for $110 million in cash and
$16.1 million in preferred stock.
Inventory increased $30.6 million from June 28, 2003. The Inventory increase
primarily reflects higher unit costs related to unfavorable manufacturing
variances from the 2003 pack.
See Condensed Consolidated Statements of Cash Flows for further details.
As previously reported, during the quarter ended June 26, 2004, the Company sold
its investment in the Class B Common Stock of Moog, Inc. for $4,578,000 and
recorded a gain of $3,862,000 before income taxes, which is included in Other
Income (net) in the Consolidated Statements of Net Earnings. This investment had
been classified as marketable securities on the Consolidated Balance Sheets.
On June 24, 2004, the Company issued a mortgage to GE Capital for $8 million
with an interest rate of 6.35% and a term of 15 years. The proceeds were used to
finance new warehouse construction in Janesville and Cambria, Wisconsin.
On May 27, 2003, the Company completed its acquisition of 100% of in Chiquita
Processed Foods, L.L.C. ("CPF") from Chiquita Brands International, Inc. The
primary reason for the acquisition was to acquire additional production capacity
in the Canned Vegetable business. The purchase price totaled $126.1 million plus
the assumption of certain liabilities. This acquisition was financed with cash,
proceeds from a new $200 million revolving credit facility, and $16.1 million of
the Company's Participating Convertible Preferred Stock.
The revolving credit facility has a five-year term. During the quarter ended
September 27, 2003, the Company refinanced $42.5 million of debt outstanding
under the revolving credit facility with new term debt from an insurance
company. During the quarter ended June 26, 2004, the Company provided notice to
its bank lenders of its intention to reduce the revolving credit facility from
$200 million to $150 million and took a non-cash charge of $528,000 reflecting
the write-down of the corresponding pro-rata amount of deferred financing costs,
which is included in Other Income (net) in the Consolidated Statements of Net
Earnings. The $150 million revolving credit facility is expected to satisfy the
Company's working capital needs for the foreseeable future.
The Company's statement of net earnings for the three months ended June 28, 2003
includes one month of the acquired CPF operations. A pro forma statement of net
earnings, as if the operations were acquired at the beginning of the periods
presented, follows:
Three Months Ended
------------------
6/26/04 6/28/03
------- -------
Net Sales $163,633 $182,101
Cost of Product Sold 148,714 164,912
Selling, General, and
Administrative 6,898 8,694
Interest Expense 3,974 4,261
Other (Income) Expense (3,334) 1,882
----------------------
Total Costs and Expenses 156,252 179,749
Earnings Before Income Taxes 7,381 2,352
Income Taxes 2,879 917
----------------------
Net Earnings 4,502 1,435
======================
Basic Earnings Per Share $ 0.40 $ 0.14
======================
Diluted Earnings Per Share $ 0.40 $ 0.14
======================
The June 28, 2003 column of the pro forma comparison above excludes sales and
related costs of the four plants that were later sold to Lakeside Foods from the
acquired CPF operations.
The net periodic benefit cost for pension plans consist of:
Three Months Ended
6/26/04 6/28/03
------- -------
Service Cost $ 696 $ 685
Interest Cost 962 947
Expected Return on Plan Assets (1,052) (1,037)
Amortization of Transition Asset (76) (74)
Amortization of Net Gain 177 175
------------------
Net Periodic Benefit Cost $707 $696
==================
During the Three Months Ended June 26, 2004, the Company made a contribution of
$35,000 to its defined benefit pension plans. The Company presently anticipates
contributing an additional $2,786,000 to fund its pension plans in 2005 for a
total of $2,821,000.
Seasonality
The Company's revenues typically have been higher in the second and third
quarters, primarily because the Company sells, on a bill and hold basis, Green
Giant canned and frozen vegetables to General Mills Operations, Inc. at the end
of each pack cycle. The two largest commodities are peas and corn, which are
sold in the second and third quarters, respectively. See the Critical Accounting
Policies section below for further details. In addition, our non Green Giant
sales have exhibited seasonality with the third quarter generating the highest
sales. This quarter reflects increased sales of the Company's products during
the holiday period.
Forward-Looking Statements
Statements that are not historical facts, including statements about
management's beliefs or expectations, are forward-looking statements as defined
in the Private Securities Litigation Reform Act (PSLRA) of 1995. The Company
wishes to take advantage of the "safe harbor" provisions of the PSLRA by
cautioning that numerous important factors which involve risks and uncertainties
in the future could affect the Company's actual results and could cause its
actual consolidated results to differ materially from those expressed in any
forward-looking statement made by, or on behalf of, the Company. These factors
include, among others: general economic and business conditions; cost and
availability of commodities and other raw materials such as vegetables, steel
and packaging materials; transportation costs; climate and weather affecting
growing conditions and crop yields; leverage and ability to service and reduce
the Company's debt; foreign currency exchange and interest rate fluctuations;
effectiveness of marketing and trade promotion programs; changing consumer
preferences; competition; product liability claims; the loss of significant
customers or a substantial reduction in orders from these customers; changes in,
or the failure or inability to comply with, U.S., foreign and local governmental
regulations, including environmental regulations; and other factors discussed in
the Company's filings with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on forward-looking statements,
which reflect management's analysis only as the date hereof. The Company assumes
no obligation to update forward-looking statements.
Critical Accounting Policies
In the three months ended June 26, 2004, the Company sold for cash, on a bill
and hold basis, $20,497,000 of Green Giant finished goods inventory to General
Mills Operations, Inc. ("GMOI"). At the time of the sale of the Green Giant
vegetables to GMOI, title of the specified inventory transferred to GMOI. In
addition, the aforementioned finished goods inventory was complete, ready for
shipment and segregated from the Company's other finished goods inventory.
Further, the Company had performed all of its obligations with respect to the
sale of the specified Green Giant finished goods inventory.
The seasonal nature of the Company's Food Processing business results in a
timing difference between expenses (primarily overhead expenses) incurred and
absorbed into product cost. All Off-Season Reserve balances, which essentially
represent a contra-inventory account, are zero at fiscal year end. Depending on
the time of year, Off-Season Reserve is either the excess of absorbed expenses
over incurred expenses to date or the excess of incurred expenses over absorbed
expenses to date. Other than the first quarter of each year, absorbed expenses
exceed incurred expenses due to timing of production.
Trade promotions are an important component of the sales and marketing of the
Company's branded products, and are critical to the support of the business.
Trade promotion costs, which are recorded as a reduction of net sales, include
amounts paid to encourage retailers to offer temporary price reductions for the
sale of our products to consumers, amounts paid to obtain favorable display
positions in retailers' stores, and amounts paid to retailers for shelf space in
retail stores. Accruals for trade promotions are recorded primarily at the time
of sale of product to the retailer based on expected levels of performance.
Settlement of these liabilities typically occurs in subsequent periods primarily
through an authorized process for deductions taken by a retailer from amounts
otherwise due to us. As a result, the ultimate cost of a trade promotion program
is dependent on the relative success of the events and the actions and level of
deductions taken by retailers for amounts they consider due to them. Final
determination of the permissible deductions may take extended periods of time.
Recently issued accounting standards have been considered by the Company and are
not expected to have a material effect on the Company's financial position or
results of operations.
ITEM 3 Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
As a result of its regular borrowing activities, the Company's operating results
are exposed to fluctuations in interest rates, which it manages primarily
through its regular financing activities, which involves borrowing with a
combination of floating rate and fixed rate instruments. In connection with the
acquisition of CPF, the Company entered into a new $200 million revolving credit
facility (subsequently reduced to $150 million) with a five-year term to finance
its seasonal working capital requirements. Interest is based on LIBOR plus a
spread. Repayment is required at the expiration date of the facility, which is
May 27, 2008. Long-term debt represents secured and unsecured debentures,
certain notes payable to insurance companies used to finance long-term
investments such as business acquisitions, and capital lease obligations.
Long-term debt bears interest at fixed and variable rates. Except for the
effects of above, Long-Term Debt, Short Term Debt and Short Term Investments are
consistent with March 31, 2004. Therefore, refer to the March 31, 2004 report
for the table of Interest Rate Sensitivity.
ITEM 4 Controls and Procedures
(a) Disclosure controls and procedures. We evaluated the effectiveness of the
design and operation of our disclosure controls and procedures. Our disclosure
controls and procedures are the controls and other procedures that we designed
to ensure that we record, process, summarize and report in a timely manner the
information we must disclose in reports that we file with or submit to the SEC.
Kraig H. Kayser, our President and Chief Executive Officer, and Philip G. Paras,
our Chief Financial Officer, reviewed and participated in this evaluation. Based
on this evaluation, Messrs. Kayser and Paras have concluded that as of the end
of our most recent fiscal quarter, our disclosure controls were effective.
(b) Internal controls. During the period covered by this report, there have not
been any significant changes in our internal controls over financial reporting
that has materially affected, or is reasonable likely to materially affect, the
Company's internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities, use of Proceeds and Issuer Purchases of
Equity Securities
Maximum Number (or
Total Number of Approximate Dollar
Shares Purchased as Value) or Shares
Part of Publicly that May Yet Be
Total Number of Shares Average Price Paid Announced Plans or Purchased Under the
Period Purchased (1) per Share Programs Plans or Programs
- ------------------- ------------------------ ----------------------- ---------------------- ----------------------
Class A Class B Class A Class B
Common Common Common Common
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
4/01/04 - 4/30/04 1,743 843 $18.74 $18.91 N/A N/A
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
5/01/04 - 5/31/04 - 9,500 - $18.75 N/A N/A
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
6/01/04 - 6/26/04 5,040 40 $18.38 $18.58 N/A N/A
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
Total 6,783 10,383 $18.47 $18.76 N/A N/A
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
- ----------
(1) These purchases were made in open market transactions by the trustees under
the Seneca Foods Corporation Employees' Savings Plan and the Seneca Foods,
L.L.C. 401(k) Retirement Savings Plan to provide employee matching contributions
under the plans.
Item 3. Defaults on Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of Kraig H. Kayser pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith) 31.2 Certification of Philip G.
Paras pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(filed herewith)
(b) Reports on Form 8-K
(1) Form 8-K Furnished June 4, 2004
A Current Report on Form 8-K was furnished to the SEC with the
Company's earnings press release.
(2) Form 8-K Filed June 18, 2004
A Current Report on Form 8-K was filed with an amendment to the
Company's Certificate of Incorporation.
(3) Form 8-K Filed June 30, 2004
A Current Report on Form 8-K was filed under Item 5 with a description
of an accident which occurred at the Company's facility in Penn Yan,
New York.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Seneca Foods Corporation
(Company)
/s/Kraig H. Kayser
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August 4, 2004 Kraig H. Kayser
President and
Chief Executive Officer
/s/Jeffrey L. Van Riper
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August 4, 2004 Jeffrey L. Van Riper
Controller and
Chief Accounting Officer