For the Quarter Ended June 30, 2012
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Commission File Number 0-01989
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New York
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16-0733425
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(State or other jurisdiction of
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(I. R. S. Employer
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incorporation or organization)
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Identification No.)
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3736 South Main Street, Marion, New York
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14505
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(Address of principal executive offices)
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(Zip Code)
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Class
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Shares Outstanding at July 20, 2012
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Common Stock Class A, $.25 Par
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9,581,266
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Common Stock Class B, $.25 Par
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2,098,642
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Seneca Foods Corporation
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Quarterly Report on Form 10-Q
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Table of Contents
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Page
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PART 1
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FINANCIAL INFORMATION
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Item 1
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Financial Statements:
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1 | ||||
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June 30, 2012 and July 2, 2011
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2 | |||
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2 | ||||
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June 30, 2012 and July 2, 2011
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June 30, 2012 and July 2, 2011
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3 | |||
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June 30, 2012
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4 | |||
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5 | ||||
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Item 2
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and Results of Operations
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10 | |||
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Item 3
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16 | ||||
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Item 4
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17 | ||||
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PART II
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Item 1A
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18 | ||||
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Item 2
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18 | ||||
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Item 3
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18 | ||||
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Item 5
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18 | ||||
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Item 6
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18 | ||||
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20 |
SENECA FOODS CORPORATION AND SUBSIDIARIES
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CONDENSED CONSOLIDATED BALANCE SHEETS
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(In Thousands, Except Per Share Data)
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Unaudited
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Unaudited
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June 30,
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July 2,
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March 31,
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2012
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2011
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2012
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ASSETS
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Current Assets:
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Cash and Cash Equivalents
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$ | 12,174 | $ | 8,738 | $ | 9,420 | ||||||
Accounts Receivable, Net
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55,909 | 60,739 | 77,105 | |||||||||
Loan Receivable (Note 2)
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- | - | 10,000 | |||||||||
Inventories (Note 3):
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Finished Goods
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305,856 | 262,413 | 307,912 | |||||||||
Work in Process
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7,556 | 10,749 | 16,083 | |||||||||
Raw Materials and Supplies
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144,956 | 158,700 | 108,438 | |||||||||
Total Inventories
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458,368 | 431,862 | 432,433 | |||||||||
Deferred Income Tax Asset, Net
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8,606 | 7,492 | 8,637 | |||||||||
Refundable Income Taxes
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- | 7,715 | 316 | |||||||||
Other Current Assets
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5,238 | 17,217 | 5,339 | |||||||||
Total Current Assets
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540,295 | 533,763 | 543,250 | |||||||||
Property, Plant and Equipment, Net
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196,767 | 188,150 | 192,825 | |||||||||
Deferred Income Tax Asset, Net
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34 | - | 403 | |||||||||
Other Assets
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1,463 | 297 | 1,558 | |||||||||
Total Assets
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$ | 738,559 | $ | 722,210 | $ | 738,036 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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Current Liabilities:
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Accounts Payable
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$ | 103,559 | $ | 81,610 | $ | 61,074 | ||||||
Accrued Payroll
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6,617 | 6,233 | 7,793 | |||||||||
Accrued Vacation
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10,597 | 10,408 | 10,506 | |||||||||
Other Accrued Expenses
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23,604 | 24,605 | 31,459 | |||||||||
Income Taxes Payable
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3,529 | - | - | |||||||||
Current Portion of Long-Term Debt (Note 4)
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7,479 | 11,988 | 7,336 | |||||||||
Total Current Liabilities
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155,385 | 134,844 | 118,168 | |||||||||
Long-Term Debt, Less Current Portion (Note 4)
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180,804 | 198,528 | 226,873 | |||||||||
Deferred Income Taxes, Net
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- | 5,619 | - | |||||||||
Other Long-Term Liabilities
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39,937 | 37,401 | 38,322 | |||||||||
Total Liabilities
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376,126 | 376,392 | 383,363 | |||||||||
Commitments
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Stockholders' Equity:
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Preferred Stock
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6,268 | 6,325 | 6,268 | |||||||||
Common Stock, $.25 Par Value Per Share
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2,941 | 2,937 | 2,938 | |||||||||
Additional Paid-in Capital
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92,187 | 91,984 | 92,139 | |||||||||
Treasury Stock, at cost
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(1,880 | ) | (257 | ) | (1,435 | ) | ||||||
Accumulated Other Comprehensive Loss
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(23,344 | ) | (14,033 | ) | (23,319 | ) | ||||||
Retained Earnings
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286,261 | 258,862 | 278,082 | |||||||||
Total Stockholders' Equity
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362,433 | 345,818 | 354,673 | |||||||||
Total Liabilities and Stockholders’ Equity
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$ | 738,559 | $ | 722,210 | $ | 738,036 | ||||||
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SENECA FOODS CORPORATION AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF NET EARNINGS
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(Unaudited)
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(In Thousands, Except Per Share Data)
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Three Months Ended
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June 30,
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July 2,
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2012
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2011
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Net Sales
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$ | 231,051 | $ | 257,836 | ||||
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Costs and Expenses:
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Cost of Product Sold
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201,976 | 251,980 | ||||||
Selling and Administrative
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14,828 | 16,104 | ||||||
Plant Restructuring
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- | 54 | ||||||
Other Operating Income
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(18 | ) | (151 | ) | ||||
Total Costs and Expenses
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216,786 | 267,987 | ||||||
Operating Income (Loss)
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14,265 | (10,151 | ) | |||||
Interest Expense, Net
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1,478 | 1,786 | ||||||
Earnings (Loss) Before Income Taxes
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12,787 | (11,937 | ) | |||||
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Income Taxes Expense (Benefit)
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4,596 | (3,962 | ) | |||||
Net Earnings (Loss)
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$ | 8,191 | $ | (7,975 | ) | |||
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Earnings (Loss) Applicable to Common Stock
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$ | 7,907 | $ | (7,708 | ) | |||
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Basic Earnings (Loss) per Common Share (Note 9)
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$ | 0.68 | $ | (0.66 | ) | |||
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Diluted Earnings (Loss) per Common Share (Note 9)
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$ | 0.67 | $ | (0.66 | ) | |||
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SENECA FOODS CORPORATION AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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(Unaudited)
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(In Thousands)
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Three Months Ended
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June 30,
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July 2,
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2012
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2011
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Comprehensive income (loss):
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Net earnings (loss)
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$ | 8,191 | $ | (7,975 | ) | |||
Change in pension and post retirement benefits (net of tax)
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(25 | ) | (52 | ) | ||||
Total
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$ | 8,166 | $ | (8,027 | ) | |||
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SENECA FOODS CORPORATION AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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(Unaudited)
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(In Thousands)
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Three Months Ended
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June 30, 2012
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July 2, 2011
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Cash Flows from Operating Activities:
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Net Earnings (Loss)
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$ | 8,191 | $ | (7,975 | ) | |||
Adjustments to Reconcile Net Earnings (Loss) to
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Net Cash Provided by Operations:
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Depreciation & Amortization
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5,689 | 5,574 | ||||||
Gain on the Sale of Assets
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(18 | ) | (151 | ) | ||||
Deferred Income Tax Expense
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416 | 2,606 | ||||||
Changes in Operating Assets and Liabilities:
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Accounts Receivable
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21,196 | 17,797 | ||||||
Inventories
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(25,935 | ) | 23,374 | |||||
Other Current Assets
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10,101 | (7,107 | ) | |||||
Income Taxes
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3,845 | (8,204 | ) | |||||
Accounts Payable, Accrued Expenses
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and Other Liabilities
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35,095 | 5,489 | ||||||
Net Cash Provided by Operations
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58,580 | 31,403 | ||||||
Cash Flows from Investing Activities:
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Additions to Property, Plant and Equipment
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(9,530 | ) | (5,571 | ) | ||||
Proceeds from the Sale of Assets
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18 | 151 | ||||||
Net Cash Used in Investing Activities
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(9,512 | ) | (5,420 | ) | ||||
Cash Flow from Financing Activities:
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Long-Term Borrowing
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30,680 | 61,477 | ||||||
Payments on Long-Term Debt
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(76,606 | ) | (83,580 | ) | ||||
Other
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69 | 108 | ||||||
Purchase of Treasury Stock
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(445 | ) | - | |||||
Dividends
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(12 | ) | (12 | ) | ||||
Net Cash Used in Financing Activities
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(46,314 | ) | (22,007 | ) | ||||
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Net Increase in Cash and Cash Equivalents
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2,754 | 3,976 | ||||||
Cash and Cash Equivalents, Beginning of the Period
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9,420 | 4,762 | ||||||
Cash and Cash Equivalents, End of the Period
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$ | 12,174 | $ | 8,738 | ||||
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SENECA FOODS CORPORATION AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENT STOCKHOLDERS' EQUITY
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(Unaudited)
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(In Thousands)
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Additional
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Accumulated Other
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Preferred
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Common
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Paid-In
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Treasury
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Comprehensive
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Retained
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Stock
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Stock
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Capital
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Stock
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Loss
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Earnings
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Balance March 31, 2012
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$ | 6,268 | $ | 2,938 | $ | 92,139 | $ | (1,435 | ) | $ | (23,319 | ) | $ | 278,082 | ||||||||||
Net earnings
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- | - | - | - | - | 8,191 | ||||||||||||||||||
Cash dividends
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on preferred stock
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- | - | - | - | - | (12 | ) | |||||||||||||||||
Equity incentive program
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- | 2 | 19 | - | - | - | ||||||||||||||||||
Stock issued for profit sharing plan (Note 5)
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- | 1 | 29 | - | - | - | ||||||||||||||||||
Purchase treasury stock (Note 5)
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- | - | - | (445 | ) | - | - | |||||||||||||||||
Change in pension and post retirement
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benefits adjustment (net of tax $16)
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- | - | - | - | (25 | ) | - | |||||||||||||||||
Balance June 30, 2012
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$ | 6,268 | $ | 2,941 | $ | 92,187 | $ | (1,880 | ) | $ | (23,344 | ) | $ | 286,261 | ||||||||||
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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1.
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Unaudited Condensed Consolidated Financial Statements
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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 Seneca Foods Corporation (the “Company”) as of June 30, 2012 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, 2012 balance sheet was derived from the audited consolidated financial statements. Certain previously reported amounts for the period ended July 2, 2011 have been reclassified to conform to the current period classification.
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The results of operations for the period ended June 30, 2012 are not necessarily indicative of the results to be expected for the full year.
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During the three months ended June 30, 2012, the Company sold $2,599,000 of Green Giant finished goods inventory to General Mills Operations, LLC (“GMOL”) for cash, on a bill and hold basis, as compared to $4,310,000 for the three months ended July 2, 2011. Under the terms of the bill and hold agreement, title to the specified inventory transferred to GMOL. The Company believes it has met the criteria required for bill and hold treatment.
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The accounting policies followed by the Company are set forth in Note 1 to the Company's Consolidated Financial Statements in the Company’s 2012 Annual Report on Form 10-K. In addition, the following accounting policy has changed this fiscal year based on adopting ASU No. 2011-04, “Fair Value Measurements and Disclosures”:
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Fair Value of Financial Instruments--The fair values of cash and cash equivalents, accounts receivable, short-term debt (classified as Level 2 in the fair value hierarchy) and accounts payable approximate cost because of the immediate and short-term maturity of these financial instruments. See note 10 Fair Value of Financial Instruments, for a discussion of the fair value of long-term debt.
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Other footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes included in the Company's 2012 Annual Report on Form 10-K.
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All references to years are fiscal years ended or ending March 31 unless otherwise indicated. Certain percentage tables may not foot due to rounding.
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2.
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During the quarter ended October 1, 2011, the Company acquired $10.0 million of the lending commitments (the "Loan Commitment") made by various lenders under the Third Amended and Restated Credit Agreement dated July 29, 2011 by and among the Borrower. ("Borrower"), Bank of America, N.A. as administrative agent and letter of credit issuer, and various other lenders (the "Borrower Credit Facility"), and thus became a co-lender under the Borrower Credit Facility. Upon the closing of such transaction, the Company advanced a total of $10.0 million to fund (i) the Company's then current portion of total advances made to the Borrower under the Credit Agreement and (ii) the balance of the Company's $10.0 million Loan Commitment. The Company acquired the Loan Commitment in connection with negotiations between the Company and the Borrower concerning the Company's possible acquisition of the Borrower through a merger transaction. The Company and the Borrower are no longer pursuing such potential acquisition.. All of Borrower' obligations under the Borrower Credit Facility, including those owing to the Company, were due to mature on March 30, 2012. In April 2012, the Company received a partial repayment or $3.7 million. In June 2012, the Company received the remaining $6.3 million due plus interest accrued and the Company has no further obligations with respect to the Loan Commitment.
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3.
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First-In, First-Out (“FIFO”) based inventory costs exceeded Last-In, First-Out (LIFO) based inventory costs by $138.5 million as of the end of the first quarter of fiscal 2013 as compared to $96.4 million as of the end of the first quarter of fiscal 2012. The LIFO Reserve increased by $1,262,000 in the first three months of fiscal 2013 compared to $6,527,000 in the first three months of fiscal 2012. This reflects the projected impact of decreased inflationary cost increases expected in fiscal 2013 versus fiscal 2012.
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4.
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The Company completed the closing of a new five year revolving credit facility (“Revolver”) on July 20, 2011. Maximum borrowings under the Revolver total $250,000,000 from April through July and $350,000,000 from August through March. The Revolver balance as of June 30, 2012 was $100,000,000 and is included in Long-Term Debt in the accompanying Condensed Consolidated Balance Sheet due to its five year term. The Company utilizes its Revolver for general corporate purposes, including seasonal working capital needs, to pay debt principal and interest obligations, and to fund capital expenditures and acquisitions. Seasonal working capital needs are affected by the growing cycles of the vegetables and fruits the Company processes. The majority of vegetable and fruit inventories are produced during the months of June through November and are then sold over the following year. Payment terms for vegetable and fruit produce are generally three months but can vary from a few days to seven months. Accordingly, the Company’s need to draw on the Revolver may fluctuate significantly throughout the year.
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First Quarter
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2013
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2012
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(In thousands)
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Reported end of period:
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Outstanding borrowings
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$ | 100,000 | $ | 115,460 | ||||
Weighted average interest rate
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1.49 | % | 1.19 | % | ||||
Reported during the period:
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Maximum amount of borrowings
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$ | 144,328 | $ | 136,021 | ||||
Average outstanding borrowings
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$ | 111,481 | $ | 116,980 | ||||
Weighted average interest rate
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1.58 | % | 1.23 | % |
5.
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During the three-month period ended June 30, 2012, the Company repurchased 17,695 shares or $445,000 of its Class A Common Stock as Treasury Stock. As of June 30, 2012, 82,528 shares or $1,880,000 of stock have been repurchased under the Company's share repurchase program. These shares are not considered outstanding. During the three month period ended June 30, 2012, there were 1,330 shares, or $29,000 of Class B Common Stock issued in lieu of cash compensation under the Company’s Profit Sharing Bonus Plan.
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6.
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The net periodic benefit cost for the Company’s pension plan consisted of:
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Three Months Ended
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June 30,
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July 2,
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||||||
(In thousands)
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2012
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2011
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Service Cost
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$ | 2,221 | $ | 1,502 | ||||
Interest Cost
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1,764 | 1,705 | ||||||
Expected Return on Plan Assets
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(2,291 | ) | (1,957 | ) | ||||
Amortization of Actuarial Loss
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338 | 374 | ||||||
Amortization of Transition Asset
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(57 | ) | (69 | ) | ||||
Net Periodic Benefit Cost
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$ | 1,975 | $ | 1,555 |
7.
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During the three months ended June 30, 2012, the Company sold unused fixed assets which resulted in a gain of $18,000 as compared to a gain of $151,000 during the three months ended July 2, 2011. This gain is included in other operating income in the Unaudited Condensed Consolidated Statements of Net Earnings.
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8.
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Recently Issued Accounting Standards –In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards ("IFRS"),” (“ASU 2011-04”) which results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between accounting principles generally accepted in the United States (“GAAP”) and IFRS. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011. This standard did not have a material impact on the Company's financial statements or results of operations.
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9.
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Earnings per share for the Quarters Ended June 30, 2012 and July 2, 2011 are as follows:
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F I R S T Q U A R T E R
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Fiscal
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Fiscal
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||||||
(Thousands except per share amounts)
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2013
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2012
|
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Basic
|
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|
||||||
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||||||
Net Earnings (loss)
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$ | 8,191 | $ | (7,975 | ) | |||
Deduct preferred stock dividends paid
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6 | 6 | ||||||
|
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Undistributed earnings (loss)
|
8,185 | (7,981 | ) | |||||
Earnings (loss) attributable to participating preferred
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278 | (273 | ) | |||||
|
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Earnings (loss) attributable to common shareholders
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$ | 7,907 | $ | (7,708 | ) | |||
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Weighted average common shares outstanding
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11,687 | 11,736 | ||||||
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Basic earnings (loss) per common share
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$ | 0.68 | $ | (0.66 | ) | |||
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Diluted
|
||||||||
|
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Earnings (loss) attributable to common shareholders
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$ | 7,907 | $ | (7,708 | ) | |||
Add dividends on convertible preferred stock
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5 | 5 | ||||||
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Earnings (loss) attributable to common stock on a diluted basis
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$ | 7,912 | $ | (7,703 | ) | |||
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Weighted average common shares outstanding-basic
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11,687 | 11,736 | ||||||
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Additional shares issued related to the equity compensation plan
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5 | 5 | ||||||
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Additional shares to be issued under full conversion of preferred stock
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67 | 67 | ||||||
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Total shares for diluted
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11,759 | 11,808 | ||||||
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Diluted earnings (loss) per common share
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$ | 0.67 | $ | (0.66 | ) |
10.
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As required by Accounting Standards Codification ("ASC") 825, “Financial Instruments,” the Company estimates the fair values of financial instruments on a quarterly basis. The estimated fair value for long-term debt (classified as Level 2 in the fair value hierarchy) is determined by the quoted market prices for similar debt (comparable to the Company’s financial strength) or current rates offered to the Company for debt with the same maturities. Long-term debt, including current portion had a carrying amount of $188,283,000 and an estimated fair value of $185,469,000 as of June 30, 2012. As of March 31, 2012, the carrying amount was $234,209,000 and the estimated fair value was $231,416,000. The fair values of all the other financial instruments approximate their carrying value due to their short-term nature.
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11.
|
In June 2010, the Company received a Notice of Violation of the California Safe Drinking Water and Toxic Enforcement Act of 1986, commonly known as Proposition 65, from the Environmental Law Foundation ("ELF"). This notice was made to the California Attorney General and various other government officials, and to 49 companies including Seneca Foods Corporation whom ELF alleges manufactured, distributed or sold packaged peaches, pears, fruit cocktail and fruit juice that contain lead without providing a clear and reasonable warning to consumers. Under California law, proper notice must be made to the State and involved firms at least 60 days before any suit under Proposition 65 may be filed by private litigants like ELF. That 60-day period has expired and to date neither the California Attorney General nor any appropriate district attorney or city attorney has initiated an action against the Company. However, private litigant ELF filed an action against the Company and 27 other named companies on September 28, 2011, in Superior Court of Alameda County, California, alleging violations of Proposition 65 and seeking various measures of relief, including injunctive and declaratory relief and civil penalties. The Company, along with the other named companies, is vigorously defending itself from such claim and has filed a responsive answer. The discovery process is ongoing and the litigation is proceeding in accordance with court schedules. As this matter is still at a very early stage, we are not able to predict the probability of the outcome or estimate of loss, if any, related to this matter. Additionally, in the ordinary course of its business, the Company is made party to certain legal proceedings seeking monetary damages, including proceedings invoking product liability claims, either directly or through indemnification obligations, and we are not able to predict the probability of the outcome or estimate of loss, if any, related to any such matter.
|
|
Three Months Ended
|
|||||||
|
June 30,
|
July 2,
|
||||||
(In millions)
|
2012
|
2011
|
||||||
Canned Vegetables
|
$ | 150.7 | $ | 164.0 | ||||
GMOL*
|
5.9 | 5.4 | ||||||
Frozen
|
20.7 | 28.9 | ||||||
Fruit Products
|
45.9 | 51.7 | ||||||
Snack
|
2.9 | 3.4 | ||||||
Other
|
4.9 | 4.4 | ||||||
|
$ | 231.0 | $ | 257.8 | ||||
|
||||||||
*GMOL includes frozen vegetable sales exclusively for GMOL.
|
|
Three Months Ended
|
|||||||
|
June 30,
|
July 2,
|
||||||
|
2012
|
2011
|
||||||
Gross Margin
|
12.6 | % | 2.3 | % | ||||
|
||||||||
Selling
|
3.3 | % | 3.6 | % | ||||
Administrative
|
3.1 | % | 2.7 | % | ||||
Other Operating Income (Loss)
|
- | % | (0.1 | ) % | ||||
|
||||||||
Operating Income (Loss)
|
6.2 | % | (3.9 | ) % | ||||
|
||||||||
Interest Expense, Net
|
0.6 | % | 0.7 | % | ||||
|
|
June 30,
|
July 2,
|
March 31,
|
March 31,
|
||||||||||||
(In thousands except ratios)
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
|
|
|
|
|
||||||||||||
Working capital:
|
|
|
|
|
||||||||||||
Balance
|
$ | 384,910 | $ | 398,919 | $ | 425,082 | $ | 294,712 | ||||||||
Change during quarter
|
(40,172 | ) | 104,207 | |||||||||||||
Long-term debt, less current portion
|
180,804 | 198,528 | 226,873 | 90,060 | ||||||||||||
Total stockholders' equity per equivalent
|
||||||||||||||||
common share (see Note)
|
29.81 | 28.30 | 29.14 | 28.96 | ||||||||||||
Stockholders' equity per common share
|
30.49 | 28.93 | 29.81 | 29.61 | ||||||||||||
Current ratio
|
3.48 | 3.96 | 4.60 | 2.13 |
·
|
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;
|
·
|
the availability of financing;
|
·
|
leverage and the Company’s ability to service and reduce its debt;
|
·
|
foreign currency exchange and interest rate fluctuations;
|
·
|
effectiveness of the Company’s 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 and health and safety regulations; and
|
·
|
other risks detailed from time to time in the reports filed by the Company with the SEC.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Total Number of
|
Average Price Paid
|
Total Number
|
Maximum Number
|
|||||||||||||||||
|
Shares Purchased (1)
|
per Share
|
of Shares
|
(or Approximate
|
|||||||||||||||||
|
|
|
|
|
Purchased as
|
Dollar Value) or
|
|||||||||||||||
|
|
|
|
|
Part of Publicly
|
Shares that May
|
|||||||||||||||
|
|
|
|
|
Announced
|
Yet Be Purchased
|
|||||||||||||||
|
Class A
|
Class B
|
Class A
|
Class B
|
Plans or
|
Under the Plans or
|
|||||||||||||||
Period
|
Common
|
Common
|
Common
|
Common
|
Programs
|
Programs
|
|||||||||||||||
4/01/12 –
|
8,300 | - | $ | 24.02 | $ | - | - |
|
|||||||||||||
4/30/12
|
|
||||||||||||||||||||
5/01/12 –
|
- | - | $ | - | $ | - | - |
|
|||||||||||||
5/31/12
|
|
||||||||||||||||||||
6/01/12 –
|
25,095 | - | $ | 24.43 | $ | 17,695 |
|
||||||||||||||
6/30/12
|
|
||||||||||||||||||||
Total
|
33,395 | - | $ | 24.33 | $ | 17,695 |
417,472
|
31.1
|
Certification of Kraig H. Kayser pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
31.2
|
Certification of Timothy J. Benjamin 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)
|
101
|
The following materials from Seneca Foods Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) consolidated balance sheets, (ii) consolidated statements of net earnings, (iii) consolidated statements of cash flows, (iv) consolidated statement of stockholders’ equity and (v) the notes to the consolidated financial statements.**
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Seneca Foods Corporation;
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
|
5.
|
The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Seneca Foods Corporation;
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
|
5.
|
The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
Earning Per Share-Diluted (detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | |
---|---|---|
Jun. 30, 2012
|
Jul. 02, 2011
|
|
Diluted | ||
Earnings (Loss) Attributable to Common Stock | $ 7,907 | $ (7,708) |
Dividends Convertible Preferred Stock Cash | 5 | 5 |
Net Income (Loss) Available to Common Stockholders, Diluted | $ 7,912 | $ (7,703) |
Weighted Average Number of Shares Outstanding, Basic | 11,687 | 11,736 |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 5 | 5 |
Incremental Common Shares Attributable to Conversion of Preferred Stock | 67 | 67 |
Weighted Average Number of Shares Outstanding, Diluted | 11,759 | 11,808 |
Diluted Earnings (Loss) per Common Share (Note 9) | $ 0.67 | $ (0.66) |
Basis of Presentation (detail) (USD $)
|
3 Months Ended | |
---|---|---|
Jun. 30, 2012
|
Jul. 02, 2011
|
|
Sales Revenue [Line Items] | ||
Net Sales | $ 231,051,000 | $ 257,836,000 |
General Mills Operations Llc [Member]
|
||
Sales Revenue [Line Items] | ||
Net Sales | $ 2,599,000 | $ 4,310,000 |
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parentheticals) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended |
---|---|
Jun. 30, 2012
|
|
Change in pension and post retirement benefits,tax | $ 16 |