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 22, 2014 announcing Seneca Foods Corporation's results of operations for fourth quarter and year ended March 31, 2014.
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Quarter Ended
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March 31, 2014
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March 31, 2013
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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 (loss) earnings, as reported:
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$ | (1.0 | ) | $ | (0.09 | ) | $ | 3.9 | $ | 0.35 | ||||||
LIFO credit, after tax at statutory federal rate
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(1.1 | ) | (0.10 | ) | (2.0 | ) | (0.18 | ) | ||||||||
Net (loss) earnings, excluding LIFO impact
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$ | (2.1 | ) | $ | (0.19 | ) | $ | 1.9 | $ | 0.17 | ||||||
Diluted weighted average common shares outstanding (in thousands)
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10,816 | 10,831 | ||||||||||||||
Year Ended
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March 31, 2014
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March 31, 2013
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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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$ | 13.8 | $ | 1.23 | $ | 41.4 | $ | 3.57 | ||||||||
LIFO charge (credit), after tax at statutory federal rate
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13.2 | 1.19 | (2.7 | ) | (0.24 | ) | ||||||||||
Net earnings, excluding LIFO impact
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$ | 27.0 | $ | 2.42 | $ | 38.7 | $ | 3.33 | ||||||||
Diluted weighted average common shares outstanding (in thousands)
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10,819 | 11,219 |
Year Ended
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EBITDA and FIFO EBITDA:
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March 31, 2014
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March 31, 2013
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(In thousands)
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Net earnings
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$ | 13,779 | $ | 41,413 | ||||
Interest expense, net of interest income
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6,262 | 7,486 | ||||||
Income tax expense
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3,563 | 22,035 | ||||||
Depreciation and amortization
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23,281 | 23,251 | ||||||
Interest amortization
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(300 | ) | (300 | ) | ||||
EBITDA
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46,585 | 93,885 | ||||||
LIFO charge (credit)
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20,370 | (4,213 | ) | |||||
FIFO EBITDA
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$ | 66,955 | $ | 89,672 |
·
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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, 2014 and 2013
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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 2014
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Fiscal 2013
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Fiscal 2014
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Fiscal 2013
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Net sales
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$ | 293,759 | $ | 274,922 | $ | 1,340,208 | $ | 1,276,297 | ||||||||
Plant restructuring expense (note 3)
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$ | - | $ | 987 | $ | 501 | $ | 3,497 | ||||||||
Other operating income, net (note 4)
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$ | 2,848 | $ | 1,641 | $ | 3,271 | $ | 1,971 | ||||||||
Operating income (notes 1 and 2)
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$ | 2,491 | $ | 7,760 | $ | 23,604 | $ | 70,934 | ||||||||
Interest expense, net
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1,463 | 2,229 | 6,262 | 7,486 | ||||||||||||
Earnings before income taxes
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$ | 1,028 | $ | 5,531 | $ | 17,342 | $ | 63,448 | ||||||||
Income tax expense
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2,045 | 1,620 | 3,563 | 22,035 | ||||||||||||
Net earnings (loss)
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$ | (1,017 | ) | $ | 3,911 | $ | 13,779 | $ | 41,413 | |||||||
Earnings (loss) attributable to common stock (note 5)
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$ | (991 | ) | $ | 3,780 | $ | 13,318 | $ | 39,984 | |||||||
Basic earnings (loss) per share
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$ | (0.09 | ) | $ | 0.35 | $ | 1.24 | $ | 3.59 | |||||||
Diluted earnings (loss) per share
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$ | (0.09 | ) | $ | 0.35 | $ | 1.23 | $ | 3.57 | |||||||
Weighted average shares outstanding basic
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10,744,322 | 10,758,534 | 10,746,867 | 11,146,652 | ||||||||||||
Weighted average shares outstanding diluted
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10,816,242 | 10,830,864 | 10,818,787 | 11,218,982 |
Note 1: The effect of the LIFO inventory valuation method on fourth quarter pre-tax results was to increase operating earnings by $1,741,000 for the
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three month period ended March 31, 2014 and increase operating earnings $3,037,000 for the three month period ended March 31, 2013.
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Note 2: The effect of the LIFO inventory valuation method on year-to-date pre-tax results was to reduce operating earnings by $20,370,000 for the
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year ended March 31, 2014 and increase operating earnings by $4,213,000, for the year ended March 31, 2013.
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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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Note 4: Other income for the current year of $3,271,000 represents a gain of $2,873,000 from a break-up fee earned as a result of being named
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the stalking horse bidder in an attempt to acquire Allens, Inc, a $691,000 gain on the sale of two aircraft and a gain of $75,000 related to
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adjustments related to the purchase of Sunnyside. The Company also recorded a loss of $0.5 million on the disposal of a warehouse located in
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Sunnyside, Washington and a net gain of $0.2 from the sale of other fixed assets.
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Other income for the prior 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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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.
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