0001437749-19-001700.txt : 20190201 0001437749-19-001700.hdr.sgml : 20190201 20190201162853 ACCESSION NUMBER: 0001437749-19-001700 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180216 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Material Impairments FILED AS OF DATE: 20190201 DATE AS OF CHANGE: 20190201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Seneca Foods Corp 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-01989 FILM NUMBER: 19560166 BUSINESS ADDRESS: STREET 1: 3736 SOUTH MAIN STREET CITY: MARION STATE: NY ZIP: 14505 BUSINESS PHONE: 315 926 8100 MAIL ADDRESS: STREET 1: 3736 SOUTH MAIN STREET CITY: MARION STATE: NY ZIP: 14505 FORMER COMPANY: FORMER CONFORMED NAME: SENECA FOODS CORP /NY/ DATE OF NAME CHANGE: 19920703 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 8-K/A 1 senea20190201_8ka.htm FORM 8-K/A senea20190201_8ka.htm

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

Date of Report (date of earliest event reported): February 20, 2018

 

 

SENECA FOODS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

New York

(State or Other Jurisdiction of

Incorporation)

0-01989

(Commission File Number)

16-0733425

(IRS Employer Identification No.)

 

3736 South Main Street, Marion, New York 14505-9751

(Address of Principal Executive Offices, including zip code)

 

(315) 926-8100

(Registrant's telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

 

Item 2.05 Costs Associated with Exit or Disposal Activities

 

This Amendment on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed on February 20, 2018 (the “Prior Report”) by Seneca Foods Corporation (the “Company”) with respect to its decision to cease production and close its Modesto, California plant prior to the 2018 production season. Warehouse operations continued until November 30, 2018. Reasons for exiting the business include; large operating losses, reduction in availability of peaches, rising costs for farmers and the Company, and import competition from China and Europe. The expected completion date is prior to March 31, 2019. The Company has updated its estimate of the total pre-tax P & L charges expected to be incurred in connection with the closure of the facility to $14.1 million, primarily related to cash payments for employee separation ($7.2 million), which is severance and pension withdrawal liability, impairment charges ($5.5 million) and equipment movement charges ($1.4 million). In addition, an $8.0 million vendor advance was repaid (no P & L impact) in the third quarter of fiscal 2019. Some of these expenses will result in future cash expenditures, of which approximately $3.3 million are expected to be incurred during the remainder of the fiscal year ending March 31, 2019, $0.9 million during the fiscal year ending March 31, 2020, and $0.8 million during the fiscal year ending March 31, 2021. .  The amounts and timing are estimates and are subject to change until finalized.

 

 

Item 2.06 Material Impairments

 

The information set forth above, in response to Item 2.05, is incorporated by reference herein, in response to Item 2.06.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 1, 2019

 

SENECA FOODS CORPORATION

 

 

By: /s/Jeffrey L. Van Riper  
Jeffrey L. Van Riper  
Controller and Secretary