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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended July 31, 1994 Commission File Number 0-1989
SENECA FOODS CORPORATION
(Exact name of registrant as specified in its charter)
New York 16-0733425
(State or other jurisdiction of (I.R.S. Employer Identification
No.)
incorporation or organization)
1162 Pittsford-Victor Road, Pittsford, New York 14534
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716)385-9500
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.25 Par
(Title of Class)
Check mark indicates whether registrant has (1) 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 registrant was required to
file such reports), and (2) has been subject to the filing requirements for at
least the past 90 days.
Yes No X
The aggregate market value of the Registrant's voting securities held by
non-affiliates based on the closing sales price per market reports by the
National Market System on September 30, 1994 was approximately $65,719,000.
Common shares outstanding as of September 30, 1994 were 2,796,555.
Documents Incorporated by Reference:
(1) Proxy Statement to be issued prior to October 31, 1994, in connection with
the registrant's annual meeting of stockholders applicable to Part I, Item
4 and Part III, Items 10-13 of Form 10-K.
(2) Portions of the Annual Report to shareholders for fiscal year ended July
31, 1994 applicable to Part II, Items 5-8 and Part IV, Item 14 of Form
10-K.
TABLE OF CONTENTS
FORM 10-K ANNUAL REPORT - FISCAL 1994
SENECA FOODS CORPORATION
PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Equity Security Holders
PART II.
Item 5. Market for the Registrant's Common Stock and Related Security
Holder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements on Accounting and Financial
Disclosure
PART III.
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
SIGNATURES
PART I
Item 1
Business
General Development of Business
SENECA FOODS CORPORATION (herein referred to as the "Company") was
organized in 1949 and incorporated under the laws of the State of New York.
On December 20, 1993 the Company acquired certain assets of ERLY Juice,
Inc. and WorldMark, Inc. This included manufacturing facilities located in
Eau Claire, Michigan. Most of the products are sold under the TreeSweet(r)
brand. In an unrelated transaction Seneca acquired the Wapato, Washington
juice ingredients business of Sanofi Bio-Industries, Inc. on November 30,
1993. The Company's textile division was sold during August 1993.
Financial Information About Industry Segments
The Company's business activities are conducted in food and non-food
segments. The food segment is food processing. The non-food segment is an
air charter service.
Narrative Description of Business
Principal Products and Markets
Food Processing
The principal products of this segment include grape products, apple
products, and vegetables. The products are canned, bottled, and frozen and
are sold to retail and institutional markets. The Company has divided the
United States into four major marketing sections: Eastern, Southern,
Northwestern, and Southwestern. Plant locations in New York, North
Carolina, and Washington provide ready access to the domestic sources of
grapes and apples necessary to support marketing efforts in their
respective sections of the country. There is also a newly acquired
bottling plant in Michigan. Vegetable operations are primarily supported
by plant locations in New York, Wisconsin, and Minnesota. In addition, the
Company operates a mushroom canning facility in Pennsylvania.
The following summarizes net sales by major category for the three years
ended July 31, 1994, 1993, and 1992.
1994 1993 1992
(In thousands)
Vegetable $ 145,010 $ 132,459 $ 151,169
Apple 78,453 71,748 78,361
Grape 17,457 19,058 19,457
Other 45,334 30,205 26,844
__________ _________ __________
Total $ 286,254 $ 253,470 $ 275,831
Other
Seneca Flight Operations provides air charter service primarily to
industries in upstate New York.
Source and Availability of Raw Material
Food Processing
The Company's food processing plants are located in major vegetable, grape,
and apple producing states. Fruits and vegetables are primarily obtained
through contracts with growers. Apple concentrate is purchased
domestically and abroad to supplement raw fruit purchased under contract.
The Company's sources of supply are considered equal or superior to its
competition for all of its food products.
Seasonal Business
Food Processing
While individual fruits and vegetables have seasonal cycles of peak
production and sales, the different cycles are usually offsetting to some
extent. The supply of commodities, current pricing, and expected new crop
quantity and quality affect the timing of the Company's sales and earnings.
An Off Season Allowance is established during the year to minimize the
effect of seasonal production on earnings. This is zero at fiscal year
end.
Backlog
Food Processing
In the food processing business the end of year sales order backlog is not
considered meaningful. Traditionally, larger customers provide tentative
bookings for their expected purchases for the upcoming season. These
bookings are further developed as data on the expected size of the related
national harvests becomes available. In general these bookings serve as a
yardstick, rather than as a firm commitment, since actual harvest results
can vary notably from early estimates. In actual practice, the Company has
substantially all of its expected seasonal production identified to
potential sales outlets before the seasonal production is completed.
Competition and Customers
Food Processing
Competition in the food business is substantial with imaginative brand
registration, quality service, and pricing being the major determinants in
the Company's relative market position. Except for the Seneca apple and
grape products and Libby's vegetable products data mentioned below, no
reliable statistics are available to establish the exact market position of
the Company's own food products. During the past year approximately 43% of
the Company's processed foods were packed for retail customers under the
Company branded labels of Libby's(r), TreeSweet(r), and Seneca(r). About 18% of
the processed foods were packed for institutional food distributors and the
remaining 39% of processed foods were retail packed under the private label
of customers. The customers represent a full cross section of the retail,
institutional, distributor, and industrial markets and the Company does not
consider itself dependent on any single sales source. The principal
branded products are Seneca Frozen Apple Juice Concentrate, rated the
number one seller nationally, Seneca Frozen Natural Grape Juice
Concentrate, Seneca applesauce, and Libby's canned vegetable products which
rate among the top five national brands.
Environmental Protection
Environmental protection is an area that has been worked on most diligently
at each food processing facility. In all locations the Company has
cooperated with federal, state, and local environmental protection
authorities in developing and maintaining suitable antipollution
facilities. In general, pollution control facilities are equal to or
somewhat superior to those of our competitors and are within environmental
protection standards. The Company does not expect any material capital
expenditures to comply with environmental regulations in the near future.
Employment
Food processing - Full time 1,409
- Seasonal 1,567
2,976
- Other 115
_____
3,091
Foreign Operations
Export sales for the Company are a relatively small portion (less than 3%)
of the food processing sales.
Item 2
Properties
The Company has ten food processing, packaging, and warehousing facilities
located in New York State that provide approximately 1,067,000 square feet
of food packaging, freezing and freezer storage, and warehouse storage
space. These facilities process and package fruit and vegetable products.
The Company is a lessee under a number of operating and capital leases for
equipment and real property used for processing and warehousing.
Five other processing, packaging, and warehousing facilities are located in
the states of North Carolina (208,000 square feet), Pennsylvania (39,000
square feet) and in Washington (263,000 square feet). Processing
operations in North Carolina are primarily devoted to apple juice products;
in Washington, grape juice, apple juice and sauce; and in Pennsylvania,
mushroom canning and warehousing.
One facility in Minnesota, one facility in Michigan, and four facilities in
Wisconsin provide approximately 1,795,000 square feet of food packaging,
freezing and freezer storage, and warehouse storage space. These
facilities process and package various vegetable and fruit products. The
facilities are owned by the Company.
The Company owns three food distribution facilities in Massachusetts and
New York totaling approximately 400,000 square feet which are leased out to
another company through 1995-97.
Substantially all of the properties are well maintained and equipped with
modern machinery. All locations, although highly utilized, have the
ability to expand as sales requirements justify. Because of the seasonal
production cycles the exact extent of utilization is difficult to measure.
In certain circumstances the theoretical full efficiency levels are being
reached; however, expansion of the number of production days or hours could
increase the output by up to 20% for a season.
See Note 6 of Item 8, Financial Statements and Supplementary Data, for
additional information about the Company's lease commitments.
Item 3
Legal Proceedings
The Company is not involved in any material legal proceedings.
Item 4
Submission of Matters to a Vote of Equity Security Holders
Additional information will be filed separately with the Commission,
pursuant to Regulation 14A, in the Proxy Statement.
PART II
Item 5
Market for the Registrant's Common Stock and Related Security Holder
Matters
Each class of preferred stock receives preference as to dividend payment
and declaration over any common stock.
In addition, refer to the 1994 Annual Report, page 16, "Shareholder
Information".
Item 6
Selected Financial Data
Refer to the 1994 Annual Report page 3, "Five Year Selected Financial
Data".
Item 7
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Refer to the 1994 Annual Report page 4, "Management's Discussion and
Analysis of Financial Condition and Results of Operations".
Item 8
Financial Statements and Supplementary Data
Refer to the 1994 Annual Report pages 5 through 14, "Consolidated Financial
Statements and Notes thereto including Independent Auditors' Report".
Item 9
Changes in and Disagreements on Accounting and Financial Disclosure
None.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Seneca Foods Corporation
Rochester, New York
We have audited the consolidated financial statements of Seneca Foods
Corporation and subsidiaries as of July 31, 1994 and 1993, and for each of
the three years in the period ended July 31, 1994, and have issued our
report thereon dated September 24, 1994; which report includes an
explanatory paragraph as to a change in accounting for income taxes; such
consolidated financial statements and report are included in your 1994
Annual Report to Stockholders and are incorporated herein by reference.
Our audits also included the consolidated financial statement schedules of
Seneca Foods Corporation and subsidiaries, listed in Item 14(A)(2). These
consolidated financial statement schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, such consolidated financial statement
schedules, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
/S/Deloitte & Touche LLP
Rochester, New York
September 24, 1994
PART III
Item 10
Directors and Executive Officers of the Registrant
Item 11
Executive Compensation
Item 12
Security Ownership of Certain Beneficial Owners and Management
Item 13
Certain Relationships and Related Transactions
Information required by Items 10 through 13 will be filed separately with
the Commission, pursuant to Regulation 14A, in a definitive proxy statement
involving the election of directors.
PART IV
Item 14
Exhibits, Financial Statement Schedules, and Reports on Form 8-K
A. Exhibits and Financial Statement Schedules
1. Financial Statement Schedules - the following consolidated financial
statements of the Registrant, included in the Annual Report for the year
ended July 31, 1994, are incorporated by reference in Item 8:
Consolidated Statements of Net Earnings - July 31, 1994, 1993,
and 1992
Consolidated Balance Sheets - July 31, 1994 and 1993
Consolidated Statements of Cash Flows - July 31, 1994, 1993, and
1992
Consolidated Statements of Stockholders' Equity - July 31, 1994,
1993, and 1992
Notes to Consolidated Financial Statements - July 31, 1994, 1993,
and 1992
Independent Auditors' Report
2. Supplemental Schedules:
Schedule I - Marketable Securities - Other Investments
Schedule V - Property, Plant, and Equipment
Schedule VI - Accumulated Depreciation and Amortization
of Property, Plant, and Equipment
Schedule VIII - Valuation and Qualifying Accounts
Schedule X - Supplementary Income Statement Information
Other schedules have not been filed because the conditions requiring the
filing do not exist or the required information is included in the
consolidated financial statements, including the notes thereto.
3. Exhibits:
No. 3 -Articles of Incorporation and By-Laws - Incorporated by
reference to the Company's 10-Q filed October, 1992.
No. 4 -Articles defining the rights of security holders -
Incorporated by reference to the Company's 10-Q filed
October, 1992. The Company will furnish, upon request to the
SEC, a copy of any instrument defining the rights of any
holder of Long-Term Debt.
No. 11 -Computation of Earnings per Share
No. 13 -1994 Annual Report to Shareholders, incorporated by
reference and filed herewith.
No. 22 -List of Subsidiaries
B. Reports on Form 8-K
None filed during this period.
Schedule I
MARKETABLE SECURITIES - OTHER INVESTMENTS
(In thousands, except shares)
Amount at which
Market value portfolio of equity
Name of issuer of each issue security issues is
and title of at balance carried in the
each issue Number of shares Cost sheet date balance sheet
MARKETABLE SECURITIES
None
OTHER INVESTMENTS
Common Stocks:
Moog Inc. Class A 714,600 $ 5,363 $ 6,074 $5,363
Moog Inc. Class B 55,900 716 713 716
$ 6,079 $ 6,787 $6,079
Schedule V
PROPERTY, PLANT, AND EQUIPMENT
(In thousands)
Balance at Balance
beginning Additions at end
of period at cost Retirements Other of period
Year ended July 31, 1994:
Land $ 4,526 $ 93 $ - $ 95(b) $ 4,714
Buildings 50,582 246 844 1,478(b) 51,462
Machinery and equipment 112,628 9,045 2,097 3,289(b) 122,865
_________ ________ _______ ______
$ 167,736 $ 9,384 $ 2,941 $4,862 $ 179,041
Year ended July 31, 1993:
Land $ 4,426 $ 100 $ - $ - $ 4,526
Buildings 50,427 48 22 129(a) 50,582
Machinery and equipment 112,031 1,575 849 (129)(a) 112,628
_________ ________ _______ ______ _________
$ 166,884 $ 1,723 $ 871 $ - $ 167,736
Year ended July 31, 1992:
Land $ 4,426 $ - $ - $ - $ 4,426
Buildings 50,146 115 - 166(a) 50,427
Machinery and equipment 104,516 8,587 906 (166)(a) 112,031
_________ ________ _______ _______ _________
$ 159,088 $ 8,702 $ 906 $ - $ 166,884
(a) reclassifications
(b) acquisitions
Schedule VI
ACCUMULATED DEPRECIATION AND
AMORTIZATION OF PROPERTY, PLANT, AND EQUIPMENT
(In thousands)
Balance at Balance
beginning Charged to at end
of period expense Retirements Other of period
Year ended July 31, 1994:
Buildings $ 19,183 $ 1,727 $ 825 $ (5) $ 20,080
Machinery and equipment 74,464 7,526 1,250 5 80,745
________ ________ _______ _____ _________
$ 93,647 $ 9,253 $ 2,075 $ - $ 100,825
Year ended July 31, 1993:
Buildings $ 17,471 $ 1,718 $ 6 $ - $ 19,183
Machinery and equipment 67,695 7,552 783 - 74,464
________ ________ _______ _____ _________
$ 85,166 $ 9,270 $ 789 $ - $ 93,647
Year ended July 31, 1992:
Buildings $ 15,607 $ 1,864 $ - $ - $ 17,471
Machinery and equipment 60,727 7,778 810 - 67,695
________ ________ _______ ______ _________
$ 76,334 $ 9,642 $ 810 $ - $ 85,166
Schedule VIII
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Balance at Charged to Deductions Balance
beginning Charged to other from at end
of period income accounts reserve of period
Year ended July 31, 1994:
Allowance for doubtful accounts $ 435 $ (213) $ - $ 39(a) $ 183
Year ended July 31, 1993:
Allowance for doubtful accounts $ 281 $ 182 $ - $ 28(a) $ 435
Year ended July 31, 1992:
Allowance for doubtful accounts $ 285 $ 448 $ - $ 452(a) $ 281
(a)Accounts written off, net of recoveries.
Schedule X
SUPPLEMENTARY INCOME STATEMENT INFORMATION
(In thousands)
Charged to costs and expenses
Years ended July 31, 1994 1993 1992
Maintenance and repairs $ 17,172 $ 10,791 $ 11,349
The amounts for taxes, other than payroll and income taxes, and advertising are
omitted because they are less than 1% of Net Sales.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
SENECA FOODS CORPORATION
By/s/ Jeffrey L. Van Riper
October 21, 1994
Jeffrey L. Van Riper
Controller and Secretary
(Principal Accounting
Officer)
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in
the capacities and on the dates indicated:
Signature Title Date
/s/Arthur S. Wolcott Chairman and Director October 21, 1994
Arthur S. Wolcott
/s/Kraig H. Kayser President, Chief Executive October 21, 1994
Kraig H. Kayser Officer, and Director
/s/Devra A. Bevona Treasurer October 21, 1994
Devra A. Bevona
/s/Jeffrey L. Van Riper Controller and Secretary October 21, 1994
Jeffrey L. Van Riper (Principal Accounting
Officer)
Continued
/s/Robert T. Brady Director October 21, 1994
Robert T. Brady
/s/David L. Call Director October 21, 1994
David L. Call
/s/Edward O. Gaylord Director October 21, 1994
Edward O. Gaylord
/s/G. Brymer Humphreys Director October 21, 1994
G. Brymer Humphreys
/s/Susan W. Stuart Director October 21, 1994
Susan W. Stuart