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 May 23, 2013, announcing Seneca Foods Corporation's results of operations for the fourth quarter and year ended March 31, 2013
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Quarter Ended
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March 31, 2013
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March 31, 2012
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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 income (loss), as reported:
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$ | 3.9 | $ | 0.35 | $ | (2.2 | ) | $ | (0.18 | ) | ||||||
LIFO charge (credit), after tax at statutory federal rate
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(2.0 | ) | (0.18 | ) | 11.3 | 0.93 | ||||||||||
Net earnings, excluding LIFO impact
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$ | 1.9 | $ | 0.17 | $ | 9.1 | $ | 0.75 | ||||||||
Diluted weighted average common shares outstanding (in thousands)
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10,831 | 11,778 | ||||||||||||||
Year Ended
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March 31, 2013
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March 31, 2012
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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, as reported:
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$ | 41.4 | $ | 3.57 | $ | 11.3 | $ | 0.92 | ||||||||
LIFO (credit) charge, after tax at statutory federal rate
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(2.7 | ) | (0.24 | ) | 30.7 | 2.52 | ||||||||||
Net earnings, excluding LIFO impact
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$ | 38.7 | $ | 3.33 | $ | 42.0 | $ | 3.44 | ||||||||
Diluted weighted average common shares outstanding (in thousands)
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11,219 | 11,799 |
Year Ended
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EBITDA and FIFO EBITDA:
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March 31, 2013
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March 31, 2012
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(In thousands)
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Net earnings
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$ | 41,413 | $ | 11,256 | ||||
Interest expense, net of interest income
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7,486 | 8,102 | ||||||
Income taxes
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22,035 | 6,265 | ||||||
Depreciation and amortization
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23,251 | 22,691 | ||||||
Interest amortization
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(300 | ) | (364 | ) | ||||
EBITDA
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93,885 | 47,950 | ||||||
LIFO charge (credit)
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(4,213 | ) | 47,340 | |||||
FIFO EBITDA
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$ | 89,672 | $ | 95,290 |
·
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general economic and business conditions;
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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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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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effectiveness of the Company’s marketing and trade promotion programs;
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changing consumer preferences;
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competition;
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product liability claims;
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the loss of significant customers or a substantial reduction in orders from these customers;
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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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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 March 31, 2013 and 2012
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(In thousands of dollars, except share data)
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Quarter
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Year-to-Date
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Fiscal 2013
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Fiscal 2012
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Fiscal 2013
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Fiscal 2012
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Net sales
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$ | 274,922 | $ | 270,389 | $ | 1,276,297 | $ | 1,257,805 | ||||||||
Plant restructuring expense (note 3)
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$ | 987 | $ | - | $ | 3,497 | $ | 39 | ||||||||
Other operating income (loss), net (note 4)
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$ | 1,641 | $ | (62 | ) | $ | 1,971 | $ | 814 | |||||||
Operating income (loss) (notes 1 and 2)
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$ | 7,760 | $ | (1,752 | ) | $ | 70,934 | $ | 25,623 | |||||||
Interest expense, net
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2,229 | 2,272 | 7,486 | 8,102 | ||||||||||||
Earnings (loss) before income taxes
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$ | 5,531 | $ | (4,024 | ) | $ | 63,448 | $ | 17,521 | |||||||
Income taxes expense (benefit)
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1,620 | (1,842 | ) | 22,035 | 6,265 | |||||||||||
Net earnings (loss)
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$ | 3,911 | $ | (2,182 | ) | $ | 41,413 | $ | 11,256 | |||||||
Earnings (loss) attributable to common stock (note 5)
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$ | 3,780 | $ | (2,114 | ) | $ | 39,984 | $ | 10,851 | |||||||
Basic earnings (loss) per share
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$ | 0.35 | $ | (0.18 | ) | $ | 3.59 | $ | 0.93 | |||||||
Diluted earnings (loss) per share
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$ | 0.35 | $ | (0.18 | ) | $ | 3.57 | $ | 0.92 | |||||||
Weighted average shares outstanding basic
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10,758,534 | 11,706,493 | 11,146,652 | 11,726,801 | ||||||||||||
Weighted average shares outstanding diluted
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10,830,864 | 11,778,009 | 11,218,982 | 11,799,151 |
Note 1: The effect of the LIFO inventory valuation method on fourth quarter pre-tax results was to increase operating earnings by $3,037,000 for the
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three month period ended March 31, 2013 and reduce operating earnings $17,285,000 for the three month period ended March 31, 2012.
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Note 2: The effect of the LIFO inventory valuation method on year-to-date pre-tax results was to increase operating earnings by $4,213,000 for the
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year ended March 31, 2013 and reduce operating earnings by $47,340,000, for the year ended March 31, 2012.
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Note 3: The three month period ended March 31, 2013 included a restructuring charge for product rationalization costs of $987,000.
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The year ended March 31 2013 includes a restructuring charge for product rationalization costs of $3,497,000.
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The year ended March 31 2012 includes a restructuring charge for severance costs of $39,000.
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Note 4: Other income for the current year of $1,971,000 represents a gain of $1,971,000 related to the acquisition of Sunnyside, a gain of
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$252,000 on the sale of property located in Cambria, Wisconsin and a net loss of $252,000 on the disposal of certain other fixed assets.
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Other income for the prior year of $814,000 represents a net gain on the sale of unused fixed assets.
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Note 5: 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 11,538,636 as of March 31, 2013.
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