-----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, LKwaISuPeW4oQrmpRfHkYWbTxdV/KwQo2LCz0huKec3XOWwbjAAYNB2BKyj8Kwnm l4mEpMGg9WwFPaqfbSnuDw== 0000088948-03-000008.txt : 20030625 0000088948-03-000008.hdr.sgml : 20030625 20030625154620 ACCESSION NUMBER: 0000088948-03-000008 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SENECA FOODS CORP /NY/ CENTRAL INDEX KEY: 0000088948 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033] IRS NUMBER: 160733425 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-01989 FILM NUMBER: 03756704 BUSINESS ADDRESS: STREET 1: 3736 SOUTH MAIN STREET CITY: MARION STATE: NY ZIP: 14534 BUSINESS PHONE: 315 926 8100 MAIL ADDRESS: STREET 1: 3736 SOUTH MAIN STREET CITY: MARION STATE: NY ZIP: 14505 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 11-K 1 a11k02.txt DECEMBER 31, 2002 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2002 Seneca Foods Corporation Employees' Savings Plan (Full title of the Plan) Seneca Foods Corporation (Name of issuer of the securities held pursuant to the Plan) 3736 South Main Street, Marion, New York 14505 (Address of principal executive office) REQUIRED INFORMATION 1. Plan financial statements and schedules examined by an independent accountant prepared in accordance with financial reporting requirements of ERISA. See accompanying index on page 3. 2. Signature SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN REPORT ON AUDITS OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 Bobbitt, Pittenger & Company, P.A. SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN CONTENTS PAGE FINANCIAL STATEMENTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS 2 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS 3 NOTES TO FINANCIAL STATEMENTS 4 SUPPLEMENTAL SCHEDULE SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES 8 June 12, 2003 Seneca Foods Corporation Employees' Savings Plan Williamsburg, New York REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS We have audited the accompanying statements of net assets available for benefits of the Seneca Foods Corporation Employees' Savings Plan ("the Plan") as of December 31, 2002 and 2001, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002 and 2001, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the foregoing Table of Contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/Bobbitt, Pittenger & Company, P.A. Certified Public Accountants SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, ------------ 2002 2001 ---- ---- ASSETS INVESTMENTS: At fair value: MFS Total Return $ 6,044,205 $ 5,960,127 Growth and Income Fund 4,551,818 5,358,678 Stock Index Fund 4,126,358 4,669,053 Stable Value Fund 4,621,127 3,808,973 Seneca Foods Corp. common stock 4,424,816 3,561,620 International Fund 572,119 583,068 Balanced Fund 268 Total investments 24,340,711 23,941,519 LOANS RECEIVABLE 143,664 139,441 CONTRIBUTIONS RECEIVABLE Employer 440,293 845,709 Employee 81,920 Total contributions receivable 522,213 845,709 NET ASSETS AVAILABLE FOR BENEFITS $25,006,588 $24,926,669 See notes to financial statements. -2-
Certified Public Accountants SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, ----------------------- 2002 2001 ---- ---- ADDITIONS Participant contributions $ 3,836,648 $ 3,841,726 Employer contributions 477,386 870,781 Net depreciation in fair value of investments (2,892,639) (1,863,194) Interest and dividend income 433,968 439,756 Total additions 1,855,363 3,289,069 DEDUCTIONS Withdrawals by participants (1,775,444) (1,577,093) NET INCREASE 79,919 1,711,976 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 24,926,669 23,214,693 NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $25,006,588 $24,926,669 See notes to financial statements.
-3- SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 NOTE A - DESCRIPTION OF PLAN The following description of Seneca Foods Corporation Employees' Savings Plan ("the Plan") provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan intended to qualify as a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. Substantially all employees of Seneca Foods Corporation ("the Company") are eligible to participate after completion of twelve months employment and attainment of age twenty-one. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Contributions Participants may elect to contribute, on a pro-tax basis (elective deferrals), from 1% to 15% of their compensation up to a maximum of $11,000 for the year ending December 31, 2002. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. The Company may contribute additional amounts at the discretion of the Company's Board of Directors. During the year ended December 31, 2002 the Company contributed twenty-five percent of the first four percent of base compensation that a participant contributes to the Plan. The Company contributions are invested directly in Seneca Foods Corporation common stock and are allocated to participants based on the participants pro rata share of total participating payroll. Vesting Participants are immediately vested in all elective contributions and related earnings. Matching contributions made by the Plan sponsor fully vest after a service period of five years. Payment of Benefits After termination of service, the participant's account balance is generally distributed in a lump sum if the balance is less than $3,500. Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and/or to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, the Administrator shall determine the method of distribution of the participants' accounts in accordance with the provisions of the plan. -4- SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE A - DESCRIPTION OF PLAN (CONTINUED) Participant Accounts Each participants' account is credited with the participants' contribution and allocations of (a) additional Company contributions (if any), and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participants' vested account. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accompanying financial statements have been prepared on the accrual basis of accounting. Valuation of Investments All investments are valued at fair value as determined by quoted market prices. Current year increases or decreases in market value are recognized as investment appreciation or depreciation. All security transactions are recorded as of the trade date. Participant-directed investments may be made in the following funds: (1) Scudder Stable Value Fund; (2) Scudder Balanced Fund; (3) Scudder Growth and Income Fund; (4) Scudder Value Fund; (5) Scudder International Fund; (6) Scudder Stock Index Fund, (7) MFS Total Return Fund, and (8) Seneca Foods Corp. Company Stock (see Note G). Payment of Benefits Benefits are recorded when paid. As of December 31, 2002, net assets available for benefits included benefits of $1,850,614 due to participants who have withdrawn from participation in the Plan. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. NOTE C - TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated April 30, 1999, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code. -5- SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE D - INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's net assets at December 31:
2002 2001 ---- ---- MFS Total Return $6,044,205 $5,960,127 Growth and Income Fund 4,551,818 5,358,678 Stock Index Fund 4,126,358 4,669,053 Stable Value Fund 4,621,127 3,808,973 Seneca Foods Corp. common stock 4,424,816* 3,561,620* * Nonparticipant-directed During 2002, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) changed in value as follows: Mutual funds $(3,079,427) Common stock 186,788 ----------- $(2,892,639) =========== NOTE E - NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows: 2002 2001 ---- ---- Net assets: Seneca Foods Corp. common stock $4,424,816 $3,561,620 ========== ========== Changes in net assets: Contributions $1,015,533 $1,044,895 Net appreciation in fair value 186,788 151,822 Withdrawals by participants (54,720) (62,485) Net transfers to participant-directed investments (284,405) (192,900) ---------- ---------- $ 863,196 $ 941,332 ========== ==========
-6- SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE F - RECONCILIATION OF FINANCIAL STATEMENTS TO SCHEDULE H OF FORM 5500 Form 5500 for 2002 was prepared using the cash basis method of accounting. The financial statements have been prepared on the accrual basis method of accounting. The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2002 to Schedule H of the Form 5500: Net assets available for benefits per the financial statements $25,006,588 Less employer accounts receivable included in financial statements (440,293) Less employee accounts receivable included in financial statements (81,920) ----------- Net assets available for benefits per Schedule H of form 5500 $24,484,375 =========== NOTE G - SUBSEQUENT EVENT Effective January 1, 2003 the Company changed the trustee of the Plan. Some investment options offered under the Plan were changed due to the appointment of the new trustee. Participant holdings in funds available only through the previous trustee were liquidated and transferred to the successor trustee and invested in the new options. -7- SUPPLEMENTAL SCHEDULE SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 2002
Description of Investment Identity of Issue, Including Maturity Date, Borrower, Lessor Rate of Interest, Collateral, Current or Similar Party Par or Maturity Value Cost Value ------------------- ----------------------------- ---- ----- Mutual Funds MFS Total Return $ 6,520,650 $ 6,044,205 Balanced Fund 278 268 Growth and Income Fund 6,724,694 4,551,818 Stock Index Fund 5,764,983 4,126,358 Stable Value Fund 4,602,596 4,621,127 International Fund 847,743 572,119 Seneca Foods Corp. Company Stock Common stock 3,851,429 4,424,816 Loan Fund Average interest rate of 7.25% 143,664 143,664 ----------- ----------- TOTAL ASSETS HELD FOR INVESTMENT PURPOSES $28,456,037 $24,484,375 =========== ===========
-8- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. Seneca Foods Corporation Employees' Savings Plan (Name of Plan) /s/Kraig H. Kayser ----------------------- June 25, 2003 Kraig H. Kayser Sponsor of Seneca Foods Corporation Employees' Savings Plan EX-99 3 ex9911k02.txt CERTIFICATIONS 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 Annual Report of the Seneca Foods Corporation Employees' Savings Plan (the "Plan") on Form 11-K for the period ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Dated: June 25, 2003 /s/Kraig H. Kayser --------------------------- Kraig H. Kayser Chief Executive Officer Dated: June 25, 2003 /s/Philip G. Paras --------------------------- Philip G. Paras Chief Financial Officer A signed original of this written statement has been provided to Seneca Foods Corporation and will be retained by Seneca Foods Corporation and furnished to the Securities and Exchange Commission or its staff upon request. EX-23 4 ex2311k02.txt Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in Post-Effective Amendment No. 1 to Registration Statement No. 333-12365 of Seneca Foods Corporation on Form S-8 of our report dated June 12, 2003, appearing in this Annual Report on Form 11-K of Seneca Foods Corporation Employees' Savings Plan for the year ended December 31, 2002. /s/Bobbitt, Pittenger & Company, P.A. Bobbitt, Pittenger & Company, P.A. Sarasota, Florida June 26, 2003 -----END PRIVACY-ENHANCED MESSAGE-----