New York
(State or Other Jurisdiction of Incorporation)
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0-01989
(Commission File Number)
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16-0733425
(IRS Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit 99.1
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Press Release dated August 3, 2012, announcing Seneca Foods Corporation's results of operations for the first quarter ended June 30, 2012
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Quarter Ended
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June 30, 2012
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July 2, 2011
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Income
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Diluted
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Income
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Diluted
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(in millions)
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EPS
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(in millions)
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EPS
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Net earnings (loss), as reported:
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$ | 8.2 | $ | 0.67 | $ | (8.0 | ) | $ | (0.66 | ) | ||||||
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LIFO charge, after tax at statutory federal rate
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$ | 0.8 | $ | 0.07 | $ | 4.3 | $ | 0.35 | ||||||||
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Net earnings (loss), excluding LIFO impact
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$ | 9.0 | $ | 0.74 | $ | (3.7 | ) | $ | (0.31 | ) | ||||||
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Diluted weighted average common shares outstanding
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(in thousands)
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11,760 | 11,808 | ||||||||||||||
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Three Months Ended
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EBITDA and FIFO EBITDA:
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June 30, 2012
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July 2, 2011
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(In thousands)
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Net earnings
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$
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8,191
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$
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(7,975)
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Income taxes expense
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4,596
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(3,962)
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Interest expense, net of interest income
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1,478
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1,786
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Depreciation and amortization
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5,689
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5,574
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Interest amortization
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(75)
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(117)
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EBITDA
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19,879
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(4,694)
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LIFO charge
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1,262
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6,527
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FIFO EBITDA
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$
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21,141
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$
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1,833
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·
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general economic and business conditions;
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·
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cost and availability of commodities and other raw materials such as vegetables, steel and packaging materials;
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transportation costs;
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climate and weather affecting growing conditions and crop yields;
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·
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availability of financing;
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leverage and the Company’s ability to service and reduce its debt;
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foreign currency exchange and interest rate fluctuations;
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·
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effectiveness of the Company’s marketing and trade promotion programs;
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changing consumer preferences;
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·
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competition;
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product liability claims;
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·
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the loss of significant customers or a substantial reduction in orders from these customers;
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·
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changes in, or the failure or inability to comply with, United States, foreign and local governmental regulations, including environmental and health and safety regulations; and
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·
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other risks detailed from time to time in the reports filed by the Company with the SEC.
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Seneca Foods Corporation
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Unaudited Condensed Consolidated Statements of Net Earnings
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For the Periods Ended June 30, 2012 and July 2, 2011
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(In thousands of dollars, except share data)
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Quarter
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Fiscal 2013
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Fiscal 2012
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Net sales
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$ | 231,051 | $ | 257,836 | ||||
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Plant restructuring expense (note 2)
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$ | - | $ | 54 | ||||
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Other operating income, net (note 3)
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$ | (18 | ) | $ | (151 | ) | ||
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Operating income (loss) (note 1)
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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 | ) | |||||
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Net earnings (loss)
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$ | 8,191 | $ | (7,975 | ) | |||
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Earnings (loss) attributable to common stock (note 4)
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$ | 7,907 | $ | (7,708 | ) | |||
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Basic earnings (loss) per share
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$ | 0.68 | $ | (0.66 | ) | |||
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Diluted earnings (loss) per share
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$ | 0.67 | $ | (0.66 | ) | |||
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Weighted average shares outstanding basic
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11,687,215 | 11,735,631 | ||||||
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Weighted average shares outstanding diluted
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11,759,711 | 11,807,714 |
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Note 1: The effect of the LIFO inventory valuation method on first quarter pre-tax results was to reduce operating earnings by $1,262,000 for the
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three month period ended June 30, 2012 and $6,527,000 for the three month period ended July 2, 2011.
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Note 2: The three month period ended July 2, 2011 included a restructuring charge for severance costs of $54,000.
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Note 3: Other income for the current year of $18,000 represents a net gain on the sale of unused fixed assets.
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Other income for the prior year of $151,000 represents a net gain on the sale of unused fixed assets.
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Note 4: The Company uses the "two-class" method for basic earnings per share by dividing the earnings attributable to common shareholders
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by the weighted average of common shares outstanding during the period. The diluted earnings per share includes the effect of
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convertible shares for each period presented. Common and participating shares totaled 12,099,649 as of June 30, 2012.
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