-----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, UX0hnOIHTy7M4gTsX1gL5E/Ns9U+uRnMyWY8KVdWF92pJzhH0mhLglWL6x2CYYU/ GHrZ2ENO/AsXdE4gcjHbZw== 0000088948-05-000019.txt : 20050616 0000088948-05-000019.hdr.sgml : 20050615 20050616094112 ACCESSION NUMBER: 0000088948-05-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050615 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20050616 DATE AS OF CHANGE: 20050616 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-01989 FILM NUMBER: 05899132 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 8-K 1 a8k061505.txt EARNINGS PRESS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2005 (June 15, 2005) SENECA FOODS CORPORATION (Exact name of registrant as specified in its charter) New York 0-01989 16-0733425 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) Identification No.) 3736 South Main Street, Marion New York 14505-9751 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (315) 926-8100 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition On June 15, 2005, Seneca Foods Corporation issued a press release on its annual results for 2005 furnished as Exhibit 99, attached hereto. Item 9.01 Financial Statements and Exhibits. Exhibit 99 Press Release dated June 15, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SENECA FOODS CORPORATION Dated: June 16, 2005 By: /s/ Kraig H. Kayser ------------------- Name: Kraig H. Kayser President and Chief Executive Officer EXHIBIT INDEX Exhibit Description 99 Press Release of Seneca Foods Corporation dated June 16, 2005. Exhibit 99 June 15, 2005 FOR IMMEDIATE RELEASE Contact: Philip Paras, CFO (315-926-8100) PRESS RELEASE Seneca Foods Corporation reported net sales for the fiscal year ended March 31, 2005, totaling $864,274,000 versus $890,850,000 for the prior year. The current year's net earnings were $7,907,000 or $.70 per diluted share, compared with $12,941,000 or $1.17 per diluted share, last year. Current annual pre-tax results include other income of $3,757,000 which is the net effect of a $3,862,000 gain on the sale of Moog Inc. stock, a non-cash charge of $712,000 in deferred financing costs related to a reduction in the Company's revolving credit facility from $200 million to $125 million and a $607,000 gain on the sale of assets. Plant restructuring expense in the annual period of $7,678,000 includes a non-cash impairment charge $6,952,000 and a cash severance charge of $726,000. The prior year results include ten months of operations from the acquired Chiquita Processed Foods L.L.C. facilities. For the quarter ended March 31, 2005, net sales totaled $171,255,000 versus $164,242,000 for the comparable period last year. The current quarter's net earnings were $2,473,000 or $.22 per diluted share as compared with $3,472,000, or $.31 per diluted share last year. Seneca Foods Corporation is primarily a vegetable processing company with manufacturing facilities located throughout the United States. Its products are sold under the Libby's(R), Aunt Nellie's Farm Kitchen(R), Stokely's(R), READ(R), and Seneca(R) labels as well as through the private label and industrial markets. In addition, under an alliance with General Mills Operations, Inc., a successor to the Pillsbury Company and a subsidiary of General Mills, Inc., Seneca produces canned and frozen vegetables, which are sold by General Mills Operations, Inc. under the Green Giant(R) label. Seneca's common stock is traded on the Nasdaq National Stock Market under the symbols "SENEA" and "SENEB". Seneca Foods Corporation Unaudited Condensed Consolidated Statements of Net Earnings For the Periods Ended March 31, 2005 and 2004 (In thousands of dollars, except share data)
Quarter Annual -------------------- --------------------- 2005 2004 2005 2004 ---- ---- ---- ---- Net sales (notes 2 and 5) $ 171,255 $ 164,242 $ 864,274 $ 890,850 ============ ============= ============= =========== Plant restructuring expense (note 3) $ (1,255) $ - $ (7,678) $ - ============ ============= ============= =========== Other income, net (note 4) $ 381 $ 207 $ 3,757 $ 207 ============ ============= ============= =========== Earnings before income taxes $ 3,125 $ 5,025 $ 12,033 $ 20,548 Income taxes 652 1,553 4,126 7,607 ------------ ------------- ------------- ----------- Net earnings $ 2,473 $ 3,472 $ 7,907 $ 12,941 ============ ============= ============= =========== Basic earnings per share $ 0.22 $ 0.31 $ 0.71 $ 1.18 ============ ============= ============= =========== Diluted earnings per share $ 0.22 $ 0.31 $ 0.70 $ 1.17 ============ ============= ============= =========== Weighted average shares outstanding basic 6,714,622 6,712,052 6,714,472 6,714,472 ============ ============= ============= =========== Weighted average shares outstanding diluted 6,782,012 6,779,442 6,781,862 6,758,029 ============ ============= ============= =========== Note 1: The Company uses the "two-class" method for basic earnings per share by dividing the earnings allocated to common shareholders by the weighted average of common shares outstanding during the period. The diluted earnings per share includes the effect of convertible shares for the Quarter and Annual periods. Note 2: Prior year results include the Chiquita Processed Foods, L.L.C. operations from the date of acquisition, May 27, 2003 (ten months). Note 3: Plant restructuring expense in the current year period of $7,678,000 includes a non-cash impairment charge of $6,952,000 and a cash severance charge of $726,000. These charges involved the closure of three processing facilities including a green bean plant in upstate New York and corn plants in Wisconsin and Washington. In addition, the Company restructured the newly acquired Payette, Idaho facility through the removal of canned meat production to focus exclusively on dry beans. Note 4: Other income in the current year period of $3,757,000 is the net effect of a $3,862,000 gain on the sale of Moog Inc. stock, a non-cash charge of $712,000 in deferred financing costs related to a reduction in the Company's revolving credit facility from $200 million to $125 million and a $607,000 gain on the sale of assets. Note 5: Certain previously reported amounts have been reclassified to conform to the current period classification.
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