10-Q 1 a10q0604.txt 6/26/04 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 ------------- ------- 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.) 3736 South Main Street, Marion, New York 14505 ---------------------------------------- ----- (Address of principal executive offices) (Zip Code) Company's telephone number, including area code 315/926-8100 ------------ 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 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 ------ ------ Indicate by check mark whether the Company is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). 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, 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 ------- ------- 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 ------- ------- 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 ------- ------- 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 ------------------ ----------------- 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 ------------------ 6/26/04 6/28/03 ------- ------- 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 ------------------ 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. 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 ------- ------- 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 ----------------------- August 4, 2004 Kraig H. Kayser President and Chief Executive Officer /s/Jeffrey L. Van Riper ----------------------- August 4, 2004 Jeffrey L. Van Riper Controller and Chief Accounting Officer