-----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, MsgugousXNckD9lBfdJkfy2rT/spR9mSx/MxXywAiLlpQXXZaz7bWlzu4RP6AVP7 kpZopjLhE08qFfok387cWA== 0000088948-06-000006.txt : 20060208 0000088948-06-000006.hdr.sgml : 20060208 20060208163417 ACCESSION NUMBER: 0000088948-06-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051231 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060208 DATE AS OF CHANGE: 20060208 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: 06589484 BUSINESS ADDRESS: STREET 1: 3736 SOUTH MAIN STREET CITY: MARION STATE: NY ZIP: 14505 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 a8k020806.txt EARNINGS RELEASE 2/7/06 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): February 7, 2006 (February 7, 2006) 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 February 7, 2006, Seneca Foods Corporation issued a press release on its third quarter results for the period ended December 31, 2005 furnished as Exhibit 99, attached hereto. Item 9.01 Financial Statements and Exhibits. Exhibit 99 Press Release dated February 7, 2006. 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: February 7, 2006 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 February 7, 2005. Exhibit 99 February 7, 2006 FOR IMMEDIATE RELEASE Contact: Philip Paras, CFO (315-926-8100) PRESS RELEASE For the nine months ended December 31, 2005, net sales increased 3.5% to $717,017,000 from $693,019,000 for the comparable period last year. The year-to-date net earnings were $13,043,000; or $1.16 per diluted share, as compared with $5,434,000; or $.48 per diluted share, last year. Operating income for the nine month period increased 87% to $33,265,000 from $17,835,000 on a year-over-year basis. Prior year-to-date pre-tax results include a $5,710,000 non-cash impairment charge and severance expense of $94,000 related to the closure of processing facilities in Washington and New York and a $619,000 charge for severance related to exiting a line of contract packing business. Current year-to-date results include other expense of $842,000 which represents the net effect of $1,832,000 for a non-cash loss on the disposal of property and equipment and other income of $990,000 which consists of a gain on the sale of two previously closed facilities. For the quarter ended December 31, 2005, net sales increased 2.7% to $316,253,000 from $307,966,000 for the comparable period last year. The current quarter's net earnings were $6,936,000; or $.62 per diluted share, as compared with a loss of $1,513,000; or $.14 per diluted share last year. Operating income for the quarter increased to $13,985,000 from $1,739,000 on a year-over-year basis. Last year's quarterly pre-tax performance includes a $5,710,000 non-cash impairment charge and severance expense of $94,000 related to the closure of processing facilities in Washington and New York. 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 December 31, 2005 and December 25, 2004 (In thousands of dollars, except share data)
Quarter Year-to-Date -------------------- --------------------- 2005 2004 2005 2004 ---- ---- ---- ---- Net sales $ 316,253 $ 307,966 $ 717,017 $ 693,019 ============ ============= ============= =========== Plant restructuring expense (notes 1 and 2) $ (290) $ (5,804) $ (1,751) $ (6,423) ============ ============= ============= =========== Operating income $ 13,985 $ 1,739 $ 33,265 $ 17,835 Other income (expense), net (notes 3 and 4) 563 - (842) 3,376 Interest expense (net) 3,918 4,219 11,847 12,303 ------------ ------------- ------------- ----------- Earnings (loss) before income taxes $ 10,630 $ (2,480) $ 20,576 $ 8,908 Income taxes 3,694 (967) 7,533 3,474 ------------ ------------- ------------- ----------- Net earnings $ 6,936 $ (1,513) $ 13,043 $ 5,434 ============ ============= ============= =========== Earnings applicable to common stock (note 5) $ 4,254 $ (913) $ 7,966 $ 3,269 ============ ============= ============= =========== Basic earnings (loss) per share $ 0.62 $ (0.14) $ 1.17 $ 0.49 ============ ============= ============= =========== Diluted earnings per share $ 0.62 $ (0.14) $ 1.16 $ 0.48 ============ ============= ============= =========== Weighted average shares outstanding basic 6,829,331 6,714,497 6,803,632 6,714,422 ============ ============= ============= =========== Weighted average shares outstanding diluted 6,896,721 6,781,887 6,781,022 6,781,812 ============ ============= ============= =========== Note 1: Plant restructuring expense in the year-to-date period of $1,751,000 ($290,000 in the current quarter) includes a provision for future lease payments of $1,306,000, a cash severance charge of $368,000, and a non-cash impairment charge of $77,000. These charges involve a leased distribution center in the Northwestern US. Note 2: Plant restructuring expense in the prior year-to-date period includes a $619,000 charge for severance expense related to exiting a line of contract packing business and a $5,710,000 non-cash impairment charge and severance expenses of $94,000 related to closure of processing facilities Washington and New York. Note 3: Other income in the current quarter consists of a $563,000 gain on the sale of a warehouse in Oregon. Note 4: Other expense (net) in the current year-to-date period of $842,000 consists of a $1,832,000 non-cash loss on the disposal of property and equipment and a gain on the sale of real estate of $990,000. Other income (net) in the prior year-to-date period of $3,376,000 represents the net effect of a $3,862,000 gain on the sale of Moog Inc. stock, a non-cash charge of $528,000 in deferred financing costs related to a reduction in the Company's revolving credit facility from $200 million to $150 million and a $42,000 gain on the sale of assets. Note 5: 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 each period presented. Average common and participating shares totaled 11,125,723 for nine months ended December 31, 2005.
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