-----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, SNF/8qJt+M+R5YJ9cXfUa98QtzLu5JlEBGZpQGxHPbKQnawZBtK6pUJBEncf8k3W ug4NKSGwN7jQ6IoCxWbMBg== 0000088948-04-000025.txt : 20040713 0000088948-04-000025.hdr.sgml : 20040713 20040713151405 ACCESSION NUMBER: 0000088948-04-000025 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040713 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: 04911974 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 a11k03.txt ANNUAL REPORT OF EMPLOYEES' SAVINGS PLAN 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, 2003 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, 2003 AND 2002 Bobbitt, Pittenger & Company, P.A. SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN CONTENTS PAGE FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 SCHEDULES SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES 9 SCHEDULE OF REPORTABLE TRANSACTIONS 10 June 18, 2004 Seneca Foods Corporation Employees' Savings Plan Williamsburg, New York REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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, 2003 and 2002, 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 the standards of the Piublic Company Accounting Oversight Board (United States). 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, 2003 and 2002, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules 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 schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are 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, 2003 2002 ---- ---- ASSETS INVESTMENTS: At fair value: MFS Total Return Fund A $ 7,266,908 $ 6,044,205 Seneca Foods Corporation Employer Stock Fund 6,935,546 Federated Capital Appreciation Fund A 6,225,592 First American Equity Index Fund Y 5,633,369 U.S. Bank Stable Asset Fund 5,301,586 Dreyfus International Stock Index 917,069 Strong Small Cap Value Fund 364,334 Dreyfus Mid-Cap Index Fund 329,388 First American Intermediate Term Bond Fund A 198,190 MFS Value Fund A 175,301 Massachusetts Investors Growth Fund A 119,998 Growth and Income Fund 4,551,818 Stock Index Fund 4,126,358 Stable Value Fund 4,621,127 Seneca Foods Corporation common stock 4,424,816 International Fund 572,119 Balanced Fund 268 -------------------- ----------------- Total investments 33,467,281 24,340,711 ------------ ------------ LOANS RECEIVABLE 125,549 143,664 CONTRIBUTIONS RECEIVABLE Employer 961,864 440,293 Employee 70,908 81,920 ---------------- --------------- Total contributions receivable 1,032,772 522,213 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $34,625,602 $25,006,588 =========== =========== See notes to the financial statements.
-2- SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 2003 2002 ---- ---- ADDITIONS: Additions to net assets attributed to: Net appreciation (depreciation) in fair value of investments $ 5,376,353 $ (2,892,639) Interest and dividend income 312,835 433,968 Contributions: Participant 4,095,554 3,836,648 Employer 972,538 477,386 -------------- -------------- Total additions 10,757,280 1,855,363 DEDUCTIONS: Deductions from net assets attributed to: Withdrawals by participants/other (1,138,266) (1,775,444) -------------- ------------- NET INCREASE 9,619,014 79,919 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 25,006,588 24,926,669 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $34,625,602 $25,006,588 =========== =========== See notes to the financial statements.
-3- SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2003 AND 2002 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"). Effective January 1, 2003, the Plan was amended to conform to final Treasury Department regulations governing minimum distributions. Contributions Participants may elect to contribute, on a pre-tax basis (elective deferrals), from 1% to 15% of their compensation up to regulatory maximums. 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, 2003 the Company contributed fifty 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 Employer Stock Fund 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. Participant Loans Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their account balance. The loans are secured by the balance in the participant's account and bear interest at rates that range from 5 percent to 9.25 percent, which are commensurate with local prevailing rates as determined by the Company. Principal and interest is paid ratably through monthly payroll deductions over a period not to exceed five years. -4- SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE A - DESCRIPTION OF PLAN (CONTINUED) 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. Benefits are recorded when paid. 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. 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. Forfeited Accounts At December 31, 2003 forfeited nonvested accounts totaled approximately $17,000. These accounts were used to reduce employer contributions. 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. 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. -5- SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Payment of Benefits Benefits are recorded when paid. 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. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the plan is currently designed and being operated in compliance with applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. NOTE D - INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's net assets at December 31:
2003 2002 ---- ---- MFS Total Return Fund $7,266,908 $6,044,205 Seneca Foods Corporation Employer Stock Fund 6,935,546* Federated Capital Appreciation Fund A 6,225,592 First American Equity Index Fund Y 5,633,369 U.S. Bank Stable Asset Fund 5,301,586 Growth and Income Fund 4,551,818 Stock Index Fund 4,126,358 Stable Value Fund 4,621,127 Seneca Foods Corporation common stock 4,424,816* * Nonparticipant-directed During 2003, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows: Mutual funds $4,157,344 Common stock 1,219,009 ---------- $5,376,353 ==========
-6- SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 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:
2003 2002 ---- ---- Net assets: Seneca Foods Corporation Employer Stock Fund $6,935,546 ========== Seneca Foods Corporation common stock $4,424,816 ========= Changes in net assets: Contributions $ 715,393 $1,015,533 Net appreciation in fair value 2,041,472 186,788 Withdrawals by participants (180,803) (54,720) Net transfers to participant-directed investments (65,332) (284,405) -------------- ----------- $2,510,730 $ 863,196 ========== ===========
NOTE F - RECONCILIATION OF FINANCIAL STATEMENTS TO SCHEDULE H OF FORM 5500 The Form 5500 was unavailable for review at the audit date. When it becomes available it will be read for inconsistencies. If any inconsistencies are noted, a reconciliation will be performed. -7- SUPPLEMENTAL SCHEDULES SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 2003
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 Fund A $ 6,532,531 $ 7,266,908 Federated Capital Appreciation Fund A 5,253,124 6,225,592 First American Equity Index Fund Y 4,666,228 5,633,369 Strong Small Cap Value Fund 299,915 364,334 U.S. Bank Stable Asset Fund 5,111,639 5,301,586 Dreyfus International Stock Index Fund 917,069 917,069 Dreyfus Mid Cap Index Fund 289,569 329,388 First American Intermediate Term Bond Fund A 201,149 198,190 MFS Value Fund A 147,670 175,301 Massachusetts Investors Growth Fund A 106,086 119,998 Unitized Fund Seneca Foods Corporation Employer Stock Fund 5,143,150 6,935,546 Participant Loans Interest rates 5% - 9.25% 125,549
-9- SENECA FOODS CORPORATION EMPLOYEES' SAVINGS PLAN SCHEDULE H - LINE 4J - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2003
CURRENT VALUE OF ASSET ON PURCHASE SELLING COST OF TRANSACTION NET GAIN DESCRIPTION OF ASSETS PRICE PRICE ASSET DATE OR (LOSS) --------------------- ----- ----- ----- ---- --------- CATEGORY I - A Single Transaction in Excess of 5 % of Plan Assets Scudder Growth and Income Fund, one sale $ $4,551,818 $6,724,694 $ 4,551,818 $(2,172,876) Scudder Stock Index Fund, one sale 4,126,358 5,764,983 4,126,358 (1,638,625) Scudder Stable Value Fund, one sale 4,621,127 4,602,596 4,621,127 18,531 US Bank Stable Asset Fund, one purchase 4,621,788 4,621,788 4,621,788 First America Equity Index Fund Y, one purchase 4,126,372 4,126,372 4,126,372 Federated Capital Appreciation Fund A, one purchase 4,551,810 4,551,810 4,551,810 Seneca Foods Corporation Common Stock, one sale 4,424,816 3,851,430 4,424,816 573,386 Seneca Food Employer Stock Fund, one purchase 4,424,816 4,424,816 4,424,816 CATEGORY II - A Series of Transactions (Other Than Securities) With Same Person Aggregating 5% of Plan Assets NONE
-10-
CURRENT VALUE OF ASSET ON PURCHASE SELLING COST OF TRANSACTION NET GAIN DESCRIPTION OF ASSETS PRICE PRICE ASSET DATE OR (LOSS) --------------------- ----- ----- ----- ---- --------- CATEGORY III - A Series of Transactions in a Security Issue Aggregating 5% of Plan Assets US Bank Stable Asset Fund, 82 purchases 5,699,436 5,699,436 5,699,436 First America Equity Index Fund Y, 102 purchases 5,162,893 5,162,893 5,162,893 Federated Capital Appreciation Fund A, 95 purchases 5,649,896 5,649,896 5,649,896 Seneca Food Employer Stock Fund, 85 purchases 5,139,516 5,139,516 5,139,516 CATEGORY IV - Transactions in Securities With a Person if any Single Transaction With That Person was in Excess of 5% of Plan Assets NONE
-11- 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 ----------------------- July 12, 2004 Kraig H. Kayser Sponsor of Seneca Foods Corporation Employees' Savings Plan EX-23 2 ex2311k03.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 18, 2004, appearing in this Annual Report on Form 11-K of Seneca Foods Corporation Employees' Savings Plan for the year ended December 31, 2003. /s/Bobbitt, Pittenger & Company, P.A. Bobbitt, Pittenger & Company, P.A. Sarasota, Florida July 12, 2004 -----END PRIVACY-ENHANCED MESSAGE-----