-----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, IGhczaX/OrYq5dO3pB7nhQOFPE90JaKUn0xV5yDKeH2TnBz2u0K5siHVqx2L5+aM THIyhzaqmaijnwC4ljPLOg== 0000088948-99-000010.txt : 19990625 0000088948-99-000010.hdr.sgml : 19990625 ACCESSION NUMBER: 0000088948-99-000010 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981226 FILED AS OF DATE: 19990601 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: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-01989 FILM NUMBER: 99638650 BUSINESS ADDRESS: STREET 1: 1162 PITTSFORD VICTOR RD CITY: PITTSFORD STATE: NY ZIP: 14534 BUSINESS PHONE: 7163859500 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 10-Q/A 1 Form 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended December 26, 1998 Commission File Number 0-1989 Seneca Foods Corporation (Exact name of Company as specified in its charter) New York 16-0733425 (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 1162 Pittsford-Victor Road, Pittsford, New York 14534 (Address of principal executive offices) (Zip Code) Company's telephone number, including area code 716/385-9500 Not Applicable Former name, former address and former fiscal year, if changed since last report Check mark indicates whether Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ The number of shares outstanding of each of the issuer's classes of common stock at the latest practical date are: Class Shares Outstanding at January 31, 1999 Common Stock Class A, $.25 Par 3,363,153 Common Stock Class B, $.25 Par 2,790,869 PART I FINANCIAL INFORMATION SENECA FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In Thousands of Dollars)
12/26/98 3/31/98 -------- ------- ASSETS Current Assets: Cash and Short-term Investments $ 18,731 $ 4,077 Accounts Receivable, Net 42,229 48,647 Inventories: Finished Goods 177,104 118,067 Work in Process 22,005 25,440 Raw Materials 38,249 50,537 ------- ------- 237,358 194,044 Off-Season Reserve (Note 3) (42,549) - Deferred Tax Asset, Net 3,870 3,870 Refundable Income Taxes 233 1,576 Other Current Assets 1,700 1,680 -------------- --------------- Total Current Assets 261,572 253,894 Property, Plant and Equipment, Net 201,264 218,408 Other Assets 2,186 2,624 -------------- --------------- $465,022 $474,926 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes Payable $ - $ 62,270 Accounts Payable 56,100 46,540 Accrued Expenses 20,416 21,210 Current Portion of Long-Term Debt and Capital Lease Obligations 11,581 11,575 --------------- --------------- Total Current Liabilities 88,097 141,595 Long-Term Debt 215,411 219,023 Capital Lease Obligations 8,394 8,835 Deferred Income Taxes 6,226 7,598 Other Long-Term Liabilities 9,472 8,750 10% Preferred Stock, Series A, Voting, Cumulative, Convertible, $.025 Par Value Per Share 10 10 10% Preferred Stock, Series B, Voting, Cumulative, Convertible, $.025 Par Value Per Share 10 10 6% Preferred Stock, Voting, Cumulative, $.25 Par Value 50 50 Convertible, Participating Preferred Stock, $12 Stated Value 47,754 - Common Stock 2,719 2,666 Paid in Capital 8,579 5,913 Net Unrealized Gain on Available-For-Sale Securities 815 1,026 Retained Earnings 77,485 79,450 --------------- --------------- Stockholders' Equity 137,422 89,125 --------------- --------------- $465,022 $474,926 ======== ======== The accompanying notes are an integral part of these financial statements.
SENECA FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (In Thousands, except Share Data)
Three Months Ended ------------------ 12/26/98 12/27/97 -------- -------- Net Sales $ 246,624 $ 238,333 Other Income 650 - ------------------ ----------------- Total Revenue 247,274 238,333 Costs and Expenses: Cost of Product Sold 237,783 227,732 Selling, General, and Administrative 5,111 4,295 Interest Expense 5,282 6,090 ------------------ ----------------- Total Costs and Expenses 248,176 238,117 ------------------ ----------------- (Loss) Earnings From Continuing Operations Before Income Taxes (902) 216 Income Taxes (289) 78 ------------------ ----------------- (Loss)Earnings from Continuing Operations (613) 138 Earnings (Loss) from Discontinued Operations Net of Income Taxes 1,072 (1,378) ------------------ ----------------- Net Earnings (Loss) $ 459 $ (1,240) ================== ================= Basic: Earnings (Loss) From Continuing Operations Per Common Share $ (.10) $ .02 ================== ================= Earnings (Loss) From Discontinued Operations Per Common Share $ .17 $ (.23) ================== ================= Earnings (Loss) Per Common Share $ .07 $ (.21) ================== ================= Diluted: Earnings (Loss) From Continuing Operations Per Common Share $ (.10) $ .02 ================== ================= Earnings (Loss) From Discontinued Operations Per Common Share $ .17 $ (.23) ================== ================= Earnings (Loss) Per Common Share $ .07 $ (.21) ================== ================= The accompanying notes are an integral part of these condensed financial statements.
SENECA FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (In Thousands, except Share Data)
Nine Months Ended ----------------- 12/26/98 12/27/97 -------- -------- Net Sales $ 490,882 $ 487,357 Other Income 650 - ------------------ ----------------- Total Revenue 491,532 487,357 Costs and Expenses: Cost of Product Sold 462,634 454,327 Selling, General, and Administrative 13,318 13,689 Interest Expense 17,400 18,416 ------------------ ----------------- Total Costs and Expenses 493,352 486,432 ------------------ ----------------- (Loss) Earnings from Continuing Operations Before Income Taxes (1,820) 925 Income Taxes (582) 333 ------------------ ----------------- (Loss) Earnings from Continuing Operations (1,238) 592 Loss from Discontinued Operations Net of Income Taxes (703) (1,453) ------------------ ------------------ Net Loss $ (1,941) $ (861) ================== ================== Basic: (Loss) Earnings From Continuing Operations Per Common Share $ (.21) $ .10 ================== ================== Loss From Discontinued Operations Per Common Share $ (.12) $ (.24) ================== ================== Loss Per Common Share $ (.33) $ (.14) ================== ================== Diluted: (Loss) Earnings From Continuing Operations Per Common Share $ (.21) $ .10 ================== ================== Loss From Discontinued Operations Per Common Share $ (.12) $ (.24) ================== ================== Loss Per Common Share $ (.33) $ (.14) ================== ================== The accompanying notes are an integral part of these condensed financial statements.
SENECA FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (In Thousands)
Nine Months Ended ----------------- 12/26/98 12/27/97 -------- -------- Cash Flows from Operating Activities: Net Loss $ (1,941) $ (861) Adjustments to Reconcile Net (Loss) Earnings to Net Cash (Used) Provided by Operating Activities: Depreciation and Amortization 21,348 21,561 Deferred Income Taxes (1,178) (2,206) Contribution of Stock to Benefit Plan 761 - Changes in Operating Assets and Liabilities: Accounts Receivable 6,418 (10,954) Inventories (43,314) (47,193) Off-Season Reserve 42,549 35,689 Other Current Assets (20) 4,163 Income Taxes 1,343 (2,848) Accounts Payable and Accrued Expenses 9,488 48,574 ------------------ ----------------- Net Cash Provided by Operations 35,454 45,925 ------------------ ----------------- Cash Flows From Investing Activities: Additions to Property, Plant, and Equipment (4,774) (14,160) Disposals 570 16 Acquisitions - (53,672) ------------------ ----------------- Net Cash Used in Investing Activities (4,204) (67,816) ------------------ ----------------- Cash Flows From Financing Activities: Rights Offering 49,712 - Notes Payable (62,270) 12,740 Other 33 (18) Payments and Current Portion of Long-Term Debt and Capital Lease Obligations (4,047) (3,429) Long-Term Borrowing - 15,106 Dividends (24) (58) ------------------ ----------------- Net Cash (Used in) Provided by Financing Activities (16,596) 24,341 ------------------ ----------------- Net Increase in Cash and Short- Term Investments 14,654 2,450 Cash and Short-Term Investments, Beginning of Period 4,077 1,584 ------------------ ----------------- Cash and Short-Term Investments, End of Period $ 18,731 $ 4,034 ================== ================== The accompanying notes are an integral part of these condensed financial statements.
SENECA FOODS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS December 26, 1998 1. Consolidated Condensed Financial Statements In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments, which are normal and recurring in nature, necessary to present fairly the financial position of the Company as of December 26, 1998 and results of operations for the three and nine month periods ended December 26, 1998 and December 27, 1997. All significant intercompany transactions and accounts have been eliminated in consolidation. The March 31, 1998 balance sheet was derived from audited financial statements. The results of operations for the three and nine month periods ended December 26, 1998 and December 27, 1997 are not necessarily indicative of the results to be expected for the full year. The Registrant does not believe comparative 12-month interim date information is meaningful. The interim information presented reflects separate pack years while the 12-month interim date information could reflect two different pack years in the same period. The accounting policies followed by the Company are set forth in Note 1 to the Company's financial statements in the 1998 Seneca Foods Corporation Annual Report and 10-K. Other footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these consolidated condensed financial statements be read in conjunction with the financial statements and notes included in the Company's 1998 Annual Report and 10-K. 2. Basic earnings per share are calculated on the basis of Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share" which the Company adopted in the fourth quarter of 1998. 3. Off-Season Reserve is the excess of absorbed expenses over incurred expenses to date. The seasonal nature of the Company's Food Processing business results in a timing difference between expenses (primarily overhead expenses) incurred and absorbed into product cost. All Off-Season Reserve balances are zero at fiscal year end. 4. In the second quarter of Fiscal 1999, the Registrant consummated a $50 million equity sale previously described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on July 2, 1998. The equity sale resulted from a Rights Offering to Registrant's common shareholders as described in the following paragraph (the "Rights Offering") and a Stock Purchase Agreement (the "Stock Purchase Agreement") with certain investors as described in the second following paragraph. The Rights Offering consisted of a distribution payable to the holders of the Registrant's Class A common stock, $0.25 par value per share (the SENECA FOODS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS December 26, 1998 "Class A Common Stock") and Class B common stock, $0.25 par value per share (the "Class B Common Stock" and together with the Class A Common Stock, the "Common Stock"), whereby, each holder of Common Stock received a right (the "Right") to purchase at a subscription price of $12.00 per share (the "Subscription Price"), shares of Convertible Participating Preferred Stock, $12.00 stated value per share (the "New Preferred Stock"). The shares of New Preferred Stock are convertible immediately on a share-for-share basis into shares of Class A Common Stock. The Registrant distributed one-half of a Right for each share of Common Stock held of record as of July 13, 1998. Each whole Right entitled the holder thereof (a "Rights Holder") to receive upon payment of the Subscription Price, one share of New Preferred Stock. The Rights were evidenced by Subscription Certificates transferable by the holders thereof. Holders of the Registrant's Common Stock acquired 1,146,639 shares of New Preferred Stock under the Rights Offering for a total investment of $13,759,668. Pursuant to the Stock Purchase Agreement with Carl Marks Strategic Investments, L.P., a Delaware limited partnership, Carl Marks Strategic Investments II, L.P., a Delaware limited partnership and Uranus Fund, Ltd., a Cayman Islands corporation (collectively, the "New Investors"), the New Investors agreed to (i) purchase from the Registrant 1,166,667 shares of New Preferred Stock for a total investment of $14,000,004 (or $12.00 per share) and (ii) act as standby purchasers with respect to up to 2,500,000 shares of New Preferred Stock not purchased by the Registrant's shareholders in the Rights Offering. The Registrant was not required to sell under the Stock Purchase Agreement and the Rights Offering more than 4,166,667 shares of New Preferred Stock at a total price of $50,000,004. The New Investors acquired a total of 3,019,895 shares of New Preferred Stock for an aggregate purchase price of $36,238,740. The total investment received by the Company as a result of the Rights Offering and investment by the New Investors was $49,998,408 (4,166,534 shares of New Preferred Stock). Concurrently with the Stock Purchase Agreement, the New Investors, the Registrant, and certain of its substantial shareholders, entered into a Shareholders Agreement dated June 22, 1998 (the "Shareholders Agreement"). The members of the Kayser and Wolcott families agreed to certain restrictions on sales by them of shares of (i) Class A Common Stock, (ii) Class B Common Stock, (iii) New Preferred Stock and (iv) other securities of the Registrant that are entitled to vote in the election of directors (the "Shares") including a general restriction against sales of Shares to third persons before September 2, 2000. The consummation of the foregoing agreements permit the New Investors to participate significantly in the governance of the Registrant. As a result of the equity investment transaction (and assuming conversion of all of the shares of New Preferred Stock into Class A Common Stock) the New Investors and certain of the Company's existing shareholders that are related to the New Investors through family relationships and common ownership of certain business entities collectively exercise approximately 16% of the total voting power of the Company (in an election of directors). The terms of the Stock Purchase Agreement and Shareholders Agreement provide other opportunities for the New Investors to exercise influence over the Company. SENECA FOODS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS December 26, 1998 One such provision required that the Registrant's Board of Directors be increased from seven to nine members. The two new positions have been filled by designees of the New Investors, Andrew M. Boas and Arthur H. Baer (the "Investor Designees"). The Investor Designees will continue to be nominated for election to the Board and shareholders who executed the Shareholders Agreement will continue to vote for the Investor Designees until the Stock Purchase Agreement is terminated or such time as the New Investors no longer own, in the aggregate, at least 10% of the Registrant's Class A Common Stock (assuming conversion of all shares of the New Preferred Stock into Class A Common Stock). As required by the Shareholders Agreement, the Investor Designees have been nominated to the committees of the Registrant's Board of Directors so that the Investor Designees comprise at least 22% of any such committees. Moreover, the Registrant has amended its Certificate of Incorporation to require unanimous approval of the Registrant's Board of Directors (excluding directors who abstain from voting) for certain defined "Major Corporate Actions", including (i) any amendment or modification to the Registrant's Certificate of Incorporation or Bylaws; (ii) any business combination; (iii) any sale or transfer of all or substantially all of the assets of the Registrant; (iv) certain issuances of securities; (v) any acquisition or disposition or series of related acquisitions or dispositions of assets involving gross consideration in excess of $15 million; (vi) certain changes in the Registrant's line of business; (vii) any change in the Registrant's certified public accountants; (viii) the settlement of certain litigation; or (ix) the commencement by the Registrant of proceedings relating to bankruptcy, insolvency, reorganization or relief of debtors (the "Major Corporate Actions"). The requirement of unanimous Board approval for the Major Corporate Actions (excluding directors who abstain from voting) terminates when the New Investors no longer own, in the aggregate, at least 15% of the Registrant's Class A Common Stock (assuming conversion of all shares of New Preferred Stock into shares of Class A Common Stock). Pursuant to a Registration Rights Agreement dated June 22,1998, the Registrant granted to the New Investors certain registration rights under the Securities Act of 1933 (the "Registration Rights") with respect to the shares purchased by the New Investors pursuant to the Stock Purchase Agreement and the Rights Offering. The Registration Rights Agreement gives the New Investors, subject to certain limitations, (i) demand Registration Rights and (ii) Registration Rights to participate in other public securities offerings initiated on behalf of the Registrant or other holders. To effect the foregoing matters in this Item 5, Registrant filed a Certificate of Amendment with the New York Secretary of State, (pursuant to shareholder approval) to amend its Certificate of Incorporation to: (i) increase the number of authorized shares of Class A Common Stock from 10,000,000 shares to 20,000,000 shares; (ii) increase the number of authorized shares of Preferred Stock with $.025 par value per share, Class A from 4,000,000 shares to 8,200,000 shares; (iii) set forth the rights, preferences and limitations of the New Preferred Stock; (iv) require unanimous board approval (excluding directors who choose to abstain), in accordance with Section 709 of the New York Business Corporation Law, of the Major Corporate Actions; and (v) remove the acquisition by the New SENECA FOODS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS December 26, 1998 Investors of Class A Common Stock issuable upon conversion of the New Preferred Stock from the operation of certain provisions of the Certificate of Incorporation with respect to the purchase of Class A Common Stock. Registrant used the proceeds from the equity investment to reduce its indebtedness to its revolving credit bank lenders. 5. As stated in our 1998 Annual Report, effective April 1, 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive Income." This statement requires reporting and disclosure of comprehensive income and its components in financial statement format. Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. The The Company's comprehensive earnings were as follows (In Thousands): Nine Months Ended December 26, 1998 1997 ---- ---- Net Loss $(1,941) $(861) Other Comprehensive (Loss) Earnings, Net of Tax: Net Unrealized Gain Change on Moog, Inc. Stock (211) 319 ------------------------ Comprehensive Loss $(2,152) $(542) ======================== MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION RESULTS OF OPERATIONS December 26, 1998 Results of Operations: Sales: Sales from continuing operations reflect an increase of 0.7% for the first nine months versus 1997. The higher sales, in large part, are due to higher canned vegetables sales under the Company's Alliance business ($5,249,000 higher sales in 1998). Non-Alliance vegetable sales quantities were up 0.6%. Costs and Expenses: The following table shows costs and expenses as a percentage of sales: Three Months Ended Nine Months Ended 12/26/98 12/27/97 12/26/98 12/27/97 -------- -------- -------- -------- Cost of Product Sold 96.4% 95.5% 94.2% 93.2% Selling 1.8 1.5 2.2 2.2 Administrative 0.3 0.3 0.6 0.6 Interest Expense 2.1 2.6 3.5 3.8 ----------------------------------------------------- 100.6% 99.9% 100.5% 99.8% ===================================================== Higher Cost of Product Sold percentages (i.e. lower Gross Margins) reflects, in part, lower selling prices in the vegetable business. The lower interest percentages reflect lower interest expense incurred as a result of the $50 million Rights Offering completed in the second quarter of the current year. Income Taxes: The effective tax rate used in fiscal 1999 is 32% and 1998 is 36%. Sale of Juice Business: As previously reported, on August 17, 1998 the Registrant announced the Letter of Intent agreement to sell a significant portion of its Juice Division to Northland Cranberries, Inc. On December 30, 1998 the sale was completed for $28,200,000 plus the assumption of certain liabilities. This transaction will result in a pre-tax gain on the disposal of $5,000,000 which will be recognized during the Registrant's fourth quarter ending March 31, 1999. On January 31, 1999, the Registrant completed the sale to Tree Top, Inc. of the Registrant's processing facility in Prosser, Washington together with the Registrant's non-branded specialty fruit concentrate business and an exclusive license to market and sell Seneca applesauce. Tree Top paid approximately $29,000,000 in cash. This transaction will result in a pre-tax gain on the disposal of between $8,500,000 and $10,500,000 which will also be recognized in the Registrant's fourth quarter. The Juice Business in its entirety has shown losses in the last three years. The assets being sold from the two deals combined could represent a significant subsidiary and therefore Pro Forma financial information is being provided under Item 5 of this filing. A major issue has been sourcing raw produce at a price that when converted to finished goods can be sold at a profit. In addition, competition for retail shelf and freezer space has been intensifying. Year 2000: The Registrant has initiated a Year 2000 Compliance Project to ensure that business processes, equipment and systems will operate up to, over and following the change of the century. Software failures due to processing errors potentially arising from calculations using the Year 2000 are a known risk. The total cost of the Project, above and beyond normal software upgrades, is not expected to exceed $750,000. The Project includes the following phases: assessment of the problem, correction/replacement of systems, testing, vendor assessment and development of a contingency plan. The identification of all equipment with date sensitive operating controls (including embedded systems) has been completed. An inventory of our systems assets has also been completed. All critical systems will have been replaced or modified to be compliant by June 30, 1999, with testing complete by September 30, 1999. The Registrant has begun evaluating the potential impact of Year 2000 problems in the event that our external vendors are not adequately prepared. If necessary, the Registrant will secure an alternate supply for the required products and/or services. The Registrant has not yet developed a contingency plan but anticipates completion of this phase by July 31, 1999. Financial Condition: The financial condition of the Company is summarized in the following table and explanatory review (In Thousands):
For the Quarter For the Year Ended December Ended March 1998 1997 1998 1997 ---- ---- ---- ---- Working Capital Balance $173,475 $124,389 $112,299 $132,351 Quarter Change 3,604 (4,197) - - Notes Payable - 30,740 62,270 18,000 Long-Term Debt 223,805 235,219 227,858 224,128 Current Ratio 2.97:1 1.90:1 1.79:1 2.78:1 Inventory (Average) Turnover 2.6 2.8 3.7 3.5
The change in the Working Capital for the December 1998 quarter from the December 1997 quarter is largely due to the modest capital expenditures during the current quarter ($670,000) as compared to the prior year quarter ($4,431,000). See Consolidated Condensed Statements of Cash Flows for further details. At the request of the Registrant, the $75,000,000 revolving credit facility was terminated on January 29, 1999. There was no outstanding indebtedness under the revolving credit facility immediately prior to termination. The Registrant intends to arrange a bank revolving credit facility in a substantially smaller amount at a reduced interest rate which the Registrant believes will be sufficient for its anticipated financing needs. PART II - OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities None. Item 3. Defaults on Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information Pro forma financial information as required by Article 11 of Regulation S-X, which reflects adjustments to show the effect on the registrant as if the Juice Division components that were sold to Northland Cranberries, Inc. and Tree Top, Inc. were sold at the beginning of the periods presented follows: SENECA FOODS CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEETS March 31, 1998 (Unaudited) (In Thousands of Dollars)
Consolidated Pro Forma Pro Forma Historical Adjustments Balance ---------- ----------- ------- ASSETS Current Assets: Cash and Short Term Investments $4,077 $4,077 Accounts Receivable, Net 48,647 48,647 Inventories 194,044 (37,066)(a) 156,978 Off Season Reserve Other Current Assets 7,126 20 (a) 7,146 ----------------------------------------------------- Total Current Assets 253,894 (37,046) 216,848 Property, Plant and Equipment, Net 218,408 (18,624)(a) 199,784 Other Assets 2,624 2,624 ----------------------------------------------------- $474,926 ($55,670) $419,256 ===================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes Payable $62,270 ($45,883)(b) $16,387 Accounts Payable 46,540 (8,326)(a) 38,214 Accrued Expenses 21,210 (1,144)(a) 20,066 Current Portion of Long Term Debt and Capital Lease Obligations 11,575 (23)(a) 11,552 ----------------------------------------------------- Total Current Liabilities 141,595 (55,376) 86,219 Long Term Debt 219,023 (294)(a) 218,729 Capital Lease Obligations 8,835 8,835 Deferred Gain and Other Liabilities 8,750 8,750 Deferred Income Taxes 7,598 7,598 ----------------------------------------------------- Total Liabilities 385,801 (55,670) 330,131 Stockholders' Equity: Preferred Stock 70 70 Common Stock 2,666 2,666 Additional Paid in Capital 5,913 5,913 Net unrealized loss on available-for-sale securities 1,026 1,026 Retained Earnings 79,450 79,450 ----------------------------------------------------- Stockholders' Equity 89,125 89,125 ----------------------------------------------------- $474,926 ($55,670) $419,256 ===================================================== The accompanying notes are an integral part of these unaudited pro forma condensed Financial Statements.
SENECA FOODS CORPORATION, AND SUBSIDIARIES PRO FORMA CONDENSED STATEMENT OF INCOME TWELVE MONTHS ENDED MARCH 31, 1998 (Unaudited) (In thousands, except share data)
Consolidated Pro Forma Pro Forma Historical Adjustments Balance ---------- ----------- ------- Net Sales $703,220 ($140,746)(a) $562,474 Costs and Expenses: Cost of Product Sold 649,841 (126,724)(a) 523,117 Selling and Administrative 35,056 (15,939)(a) 19,117 Interest Expense 26,780 (2,580)(a) 24,200 ---------------------------------------------------- Total Costs and Expenses 711,677 (145,243) 566,434 Loss Before Income Taxes and Extraordinary Item (8,457) (4,497) (3,960) Income Taxes (3,313) (1,762) (1,551) ---------------------------------------------------- Loss from Discontinued and Continued Operations less Applicable Income Taxes $5,144) (2,735) (2,409) =============== Net Loss ($2,735) ($2,409) ================================== Net Loss Applicable to Common Stock ($5,202) ($2,735) ($2,426) Basic Loss Per Share ($0.87) ($0.46) ($0.41) ==================================================== Diluted Loss Per Share ($0.87) ($0.46) ($0.41) ==================================================== Weighted Average Common Shares Outstanding 5,939,680 5,939,680 5,939,680 ==================================================== The accompanying notes are an integral part of these unaudited pro forma condensed Financial Statements.
SENECA FOODS CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEETS DECEMBER 26, 1998 (Unaudited) (In Thousands of Dollars)
Consolidated Pro Forma Pro Forma Historical Adjustments Balance ---------- ----------- ------- ASSETS Current Assets: Cash and Short Term Investments $18,731 $41,937 (b) $60,668 Accounts Receivable, Net 42,229 (a) 42,229 Inventories 237,358 (35,235)(a) 202,123 Off Season Reserve (42,549) (42,549) Other Current Assets 5,803 (62)(a) 5,741 ---------------------------------------------------- Total Current Assets 261,572 6,640 268,212 Property, Plant and Equipment, Net 201,264 (17,646) 183,618 Other Assets 2,186 2,186 ---------------------------------------------------- $465,022 ($11,006) $454,016 ==================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable $56,100 ($9,937)(a) $46,163 Accrued Expenses 20,416 (752)(a) 19,664 Current Portion of Long Term Debt and Capital Lease Obligations 11,581 (23)(a) 11,558 ---------------------------------------------------- Total Current Liabilities 88,097 (10,712) 77,385 Long Term Debt 215,411 (294)(a) 215,117 Capital Lease Obligations 8,394 8,394 Deferred Gain and Other Liabilities 9,472 9,472 Deferred Income Taxes 6,226 6,226 ---------------------------------------------------- Total Liabilities 327,600 (11,006) 316,594 Stockholders' Equity: Preferred Stock 47,824 47,824 Common Stock 2,719 2,719 Additional Paid in Capital 8,579 8,579 Net unrealized loss on available-for-sale securities 815 815 Retained Earnings 77,485 77,485 ---------------------------------------------------- Stockholders' Equity 137,422 137,422 ---------------------------------------------------- $465,022 ($11,006) $454,016 ==================================================== The accompanying notes are an integral part of these unaudited pro forma condensed Financial Statements.
(a) The Pro Forma adjustments referenced as (a), reflect the elimination of the assets and liabilities of the Company's Juice Division. Since the 10-Q has already reflected this business as discontinued operations, there is no need to show a Pro Forma statement for the nine months ended December 26, 1998. This division was sold to Northland Cranberries, Inc. and Tree Top, Inc. on December 29, 1998 and January 31, 1999, respectively, as described in Management's Discussion and Analysis as part of this report. (b) The Pro Forma adjustments referenced as (b), reflect the initial usage of the funds provided by the aforementioned sale. March 31, 1998 Statements (Last previous year end): The Pro Forma adjustments reflect the elimination of the March 31, 1998 assets and liabilities and related income and expense accounts of the Company's Juice Division. Item 6. Exhibits and Reports on Form 8-K A. Exhibits 11 (11) Computation of earnings per share (filed herewith) 27 (27) Financial Data Schedules (filed herewith) Reports on Form 8-K - None during the quarter. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Seneca Foods Corporation (Company) /s/Kraig H. Kayser February 12, 1999 Kraig H. Kayser President and Chief Executive Officer /s/Jeffrey L. Van Riper February 12, 1999 Jeffrey L. Van Riper Controller and Chief Accounting Officer EX-11 2 EXHIBIT 11 SENECA FOODS CORPORATION AND SUBSIDIARIES COMPUTATION OF EARNINGS PER SHARE (In thousands except share data) Three Months Ended Nine Months Ended ------------------ ----------------- 12/26/98 12/27/97 12/26/98 12/27/97 -------- -------- -------- -------- Net Earnings Applicable to Common Stock: Net Earnings (Loss) $ 459 $ (1,240) $(1,941) $ (861) Deduct Preferred Cash Dividends 6 - - - ----------------------------------------------------------- Net Earnings Applicable to Common Stock Basic $ 453 $ (1,240) $(1,941) $ (861) ============================================================ Net Earnings Applicable to Common Stock Basic $ 453 $ 187 $(2,400) $ 379 Add Preferred Cash Dividends 1 - - - ------------------------------------------------------------ Net Earnings Applicable to Common Stock Diluted $ 454 $ 187 $(2,400) $ 379 ============================================================ Weighted Average Common Shares Outstanding Basic 6,144,455 5,939,680 6,027,814 5,939,680 Effect of Common Stock Equivalents 4,080,319 67,390 1,867,981 67,390 ------------------------------------------------------------- Weighted Average Common Shares Out- standing Diluted 10,224,774 6,007,070 7,895,795 6,007,070 ============================================================== Basic Earnings Per Share $ .07 $ (.21) $ (.33) $ (.14) ============================================================== Diluted Earnings Per Share $ .07 $ (.21) $ (.33) $ (.14) ============================================================== Note: Current year-to-date diluted earnings per share excludes the effect of convertible shares which would be anti-dilutive.
EX-27 3
5 Commercial and Industrial Companies Article 5 of Regulation S-X 1000 9-MOS MAR-31-1999 DEC-26-1998 18731 0 42391 162 237358 261572 395632 194368 465022 88097 223805 0 47824 2719 85879 465022 490882 491532 462634 206401 13318 0 17400 (1820) (582) (1238) (703) 0 0 (1941) (0.33) (0.33) Other Expenses is Selling, General and Administrative Expenses
-----END PRIVACY-ENHANCED MESSAGE-----