-----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, ASwPaDGB7jAz2anBFz3nugSgmySy3ROTHIIAmRAPcs4t20bbIllVtVpWvRt+8pGB oN6/JWGsv6RGi7IsY9tRzw== /in/edgar/work/20000814/0000088948-00-000005/0000088948-00-000005.txt : 20000921 0000088948-00-000005.hdr.sgml : 20000921 ACCESSION NUMBER: 0000088948-00-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000701 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SENECA FOODS CORP /NY/ CENTRAL INDEX KEY: 0000088948 STANDARD INDUSTRIAL CLASSIFICATION: [2033 ] IRS NUMBER: 160733425 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-01989 FILM NUMBER: 695984 BUSINESS ADDRESS: STREET 1: 1162 PITTSFORD VICTOR RD CITY: PITTSFORD STATE: NY ZIP: 14534 BUSINESS PHONE: 7163859500 FORMER COMPANY: FORMER CONFORMED NAME: PIERCE S S COMPANY INC DATE OF NAME CHANGE: 19861210 FORMER COMPANY: FORMER CONFORMED NAME: SENECA FOODS CORP DATE OF NAME CHANGE: 19780425 FORMER COMPANY: FORMER CONFORMED NAME: SENECA GRAPE JUICE CORP DATE OF NAME CHANGE: 19710419 10-Q 1 0001.txt Form 10-Q 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 July 1, 2000 Commission File Number 0-1989 ------------ ------ Seneca Foods Corporation ------------------------ (Exact name of Company as specified in its charter) New York 16-0733425 -------- ---------- (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 1162 Pittsford-Victor Road, Pittsford, New York 14534 ----------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Company's telephone number, including area code 716/385-9500 ------------ Not Applicable -------------- 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 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 ------ ------- 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, 2000 Common Stock Class A, $.25 Par 3,804,920 Common Stock Class B, $.25 Par 2,767,357 PART I FINANCIAL INFORMATION SENECA FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In Thousands of Dollars) 7/1/00 3/31/00 ------ ------- ASSETS Current Assets: Cash and Short-term Investments $ 1,533 $ 11,348 Accounts Receivable, Net 34,349 31,702 Inventories: Finished Goods 151,248 156,349 Work in Process 10,386 4,610 Raw Materials 49,719 42,214 ------- ------- 211,353 203,173 Off-Season Reserve (Note 3) 30,998 - Deferred Tax Asset (Net) 4,811 4,812 Refundable Income Taxes 62 - Other Current Assets 1,888 528 -------- ------- Total Current Assets 284,994 251,563 Property, Plant and Equipment, Net 179,110 179,146 Other Assets 5,535 7,831 -------- -------- $469,639 $438,540 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes Payable $ 10,470 $ - Accounts Payable 67,109 48,699 Accrued Expenses 25,726 25,033 Income Taxes - 645 Current Portion of Long-Term Debt and Capital Lease Obligations 8,222 8,214 -------- -------- Total Current Liabilities 111,527 82,591 Long-Term Debt 182,334 182,468 Capital Lease Obligations 7,500 7,500 Deferred Income Taxes 9,123 8,383 Other Long-Term Liabilities 8,894 8,599 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 Stated Value 42,787 42,870 Common Stock 2,823 2,822 Paid in Capital 13,441 13,359 Accumulated Other Comprehensive Income 975 991 Retained Earnings 90,165 88,887 -------- -------- Stockholders' Equity 150,261 148,999 -------- -------- $469,639 $438,540 ======== ======== The accompanying notes are an integral part of these financial statements. SENECA FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (In Thousands, except Share Data) Three Months Ended 7/1/00 7/3/99 ------ ------ Net Sales $ 127,827 $ 87,735 Other Income 1,151 965 --------------------- 128,978 88,700 Costs and Expenses: Cost of Product Sold 116,224 79,204 Selling, General, and Administrative 6,071 5,340 Interest Expense 4,668 4,102 --------------------- Total Costs and Expenses 126,957 88,646 --------------------- Earnings Before Income Taxes 2,015 54 Income Taxes 725 19 --------------------- Net Earnings $ 1,290 $ 35 ===================== Basic: Earnings Per Common Share .20 .00 ===================== Diluted: Earnings Per Common Share .13 .00 ===================== The accompanying notes are an integral part of these condensed financial statements. SENECA FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (In Thousands) Three Months Ended 7/1/00 7/3/99 ------ ------ Cash Flows From Operating Activities: Net Earnings (Loss) $ 1,290 $ 35 Adjustments to Reconcile Net Earnings (Loss) to Net Cash Used by Operating Activities: Depreciation and Amortization 5,881 5,697 Deferred Income Taxes 725 - Gain on Sale of Assets (1,151) (965) Changes in Working Capital: Accounts Receivable (2,647) 4,978 Inventories (8,180) (27,590) Off-Season Reserve (30,998) (27,097) Other Current Assets (1,360) 128 Income Taxes (707) (359) Accounts Payable, Accrued Expenses and Other 19,398 20,094 -------------------- Net Cash Used by Operations (17,749) (25,079) -------------------- Cash Flows From Investing Activities: Additions to Property, Plant, and Equipment (7,265) (4,105) Disposals 57 194 Escrow Fund 2,292 - Proceed from the Sale of Assets 2,514 1,800 -------------------- Net Cash Used in Investing Activities (2,402) (2,111) -------------------- Cash Flows From Financing Activities: Notes Payable 10,470 - Other 4 4 Payments and Current Portion of Long-Term Debt and Capital Lease Obligations (126) (609) Dividends (12) (12) -------------------- Net Cash Provided by (Used in) Financing Activities 10,336 (617) -------------------- Net Decrease in Cash and Short- Term Investments (9,815) (27,807) Cash and Short-Term Investments, Beginning of Period 11,348 31,003 -------------------- Cash and Short-Term Investments, End of Period $ 1,533 $ 3,196 ==================== The accompanying notes are an integral part of these condensed financial statements. SENECA FOODS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS July 1, 2000 1. Consolidated Condensed Financial Statements In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments, which are normal and recurring in nature, necessary to present fairly the financial position of the Company as of July 1, 2000 and results of operations for the three month periods ended July 1, 2000 and July 3, 1999. All significant intercompany transactions and accounts have been eliminated in consolidation. The March 31, 2000 balance sheet was derived from audited financial statements. The results of operations for the three month periods ended July 1, 2000 and July 3, 1999 are not necessarily indicative of the results to be expected for the full year. The accounting policies followed by the Company are set forth in Note 1 to the Company's financial statements in the 2000 Seneca Foods Corporation Annual Report and 10-K. Other footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these consolidated condensed financial statements be read in conjunction with the financial statements and notes included in the Company's 2000 Annual Report and 10-K. 2. Off-Season Reserve is the excess of absorbed expenses over incurred expenses to date. 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 are zero at fiscal year end. 3 Comprehensive income consisted solely of Net Earnings and Net Unrealized Gain Change on Moog, Inc. Stock. The following table provides the results for the periods presented: Three Months Ended July 1 and July 3, 2000 1999 ---- ---- Net Earnings $1,290 $35 Other Comprehensive Earnings, Net of Tax: Net Unrealized (Loss) Gain Change on Moog, Inc. Stock (16) 131 -------------------- Comprehensive Earnings $1,274 $166 ==================== MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION RESULTS OF OPERATIONS July 1, 2000 Results of Operations: Sales: Sales reflect an increase of 45.7% for the first three months versus 1999. The higher sales, in large part, are due to the timing of canned vegetables quantities sold under the Company's Alliance business. Non-Alliance vegetable sales quantities were up 5.6%. Costs and Expenses: The following table shows costs and expenses as a percentage of sales: Three Months Ended 7/1/00 7/3/99 ------ ------ Cost of Product Sold 90.8% 90.2% Selling 4.0 4.7 Administrative 0.8 1.4 Interest Expense 3.7 4.7 ----------------- 99.3% 101.0% ================= Lower selling expense percentage in 2000 is as a result of higher sales in the Non-Alliance business which does not incur selling expense. Improved selling prices as compared to the prior year, especially in the Food Service segment, were a major contributing factor to improved profitability. Income Taxes: The effective tax rate used in fiscal 2000 is 38% and 1999 is 35%. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS July 1, 2000 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 ---------- ----------- 2000 1999 2000 1999 ---- ---- ---- ---- Working Capital Balance $173,467 $169,838 $168,972 $167,435 Quarter Change 4,495 2,400 - - Notes Payable 10,470 - - - Long-Term Debt 189,834 187,381 189,968 187,904 Current Ratio 2.56:1 3.25:1 3.05:1 3.98:1
The change in the Working Capital for the June 2000 quarter from the June 1999 quarter is largely due to higher earnings in the current year quarter than the prior year quarter ($1,290,000 as compared to $35,000 last year). Capital expenditures were $7.3 million in 2000 as compared to $4.1 million in 1999. In 2000, $2.3 million of these capital expenditures were funded via a capital escrow account, which was a result of an Industrial Revenue Bond issued last year. See Consolidated Condensed Statements of Cash Flows for further details. Quantitative and Qualitative Disclosures about Market Risk: The Company has not experienced any material changes in Market Risk since our March 31, 2000 report. PART II - OTHER INFORMATION Item 1. Legal Proceedings ----------------- None. Item 2. Changes in Securities --------------------- None. 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 11 (11) Computation of earnings per share (filed herewith) 27 (27) Financial Data Schedules (filed herewith) Reports on Form 8-K - None during the quarter. 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 ----------------------- August 14, 2000 Kraig H. Kayser President and Chief Executive Officer /s/Jeffrey L. Van Riper ----------------------- August 14, 2000 Jeffrey L. Van Riper Controller and Chief Accounting Officer EX-11 2 0002.txt EXHIBIT 11 SENECA FOODS CORPORATION AND SUBSIDIARIES COMPUTATION OF EARNINGS PER SHARE (In thousands except share data) Three Months Ended 7/1/00 7/3/99 ------ ------ Basic Net Earnings Applicable to Common Stock: Net Earnings $ 1,290 $ 35 Deduct Preferred Cash Dividends 6 6 --------------------- Net Earnings Applicable to Common Stock $ 1,284 $ 29 ===================== Weighted Average Common Shares Outstanding 6,571,216 6,388,174 Effect of Common Stock Equivalent - - --------------------- Weighted Average Common Shares Outstanding for Primary Earnings per Share 6,571,216 6,388,174 ===================== Basic Earnings Per Share $ .20 $ .00 ===================== Diluted Net Earnings Applicable to Common Stock: Net Earnings Applicable to Common Stock $ 1,284 $ 29 Add Back Preferred Cash Dividends 5 5 --------------------- Net Earnings Applicable to Common Stock $ 1,289 $ 34 ===================== Weighted Average Common Shares Outstanding 6,571,216 6,388,174 Effect of Common Stock Equivalent 3,654,059 3,836,821 ---------------------- Weighted Average Common Shares Outstanding for Diluted Earnings per Share 10,225,275 10,224,995 ====================== Diluted Earnings Per Share $ .13 $ .00 ====================== EX-27 3 0003.txt
5 Commercial and Industrial Companies Article 5 of Regulation S-X 1000 3-MOS MAR-31-2001 JUL-1-2000 1533 0 34834 485 211353 284994 360777 181667 469639 111527 189834 0 42857 2823 104581 469639 127827 128972 116218 116218 6071 0 4668 2015 725 1290 0 0 0 1290 0.20 0.13 Other Expenses is Selling, General and Administrative Expenses
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