SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year-ended March 31, 2003 Commission File Number
0-1989
SENECA FOODS CORPORATION
(Exact name of registrant as specified in its charter)
New York 16-0733425
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3736 South Main Street, Marion, New York 14505
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (315) 926-8100
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock Class A, $.25 Par
Common Stock Class B, $.25 Par
(Title of Class)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained herein, and
will not be contained, to best of the Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to the Form 10-K. __X__
Check mark indicates whether Registrant has (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that registrant was required to
file such reports), and (2) has been subject to the filing requirements for at
least the past 90 days.
Yes X No
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The aggregate market value of the Registrant's voting securities held by
non-affiliates based on the closing sales price per market reports by the
National Market System on May 30, 2003 was approximately $94,573,000.
Common shares outstanding as of May 30, 2003 were Class A: 3,911,480,
Class B: 2,764,005.
Documents Incorporated by Reference:
(1) Proxy Statement to be issued prior to June 30, 2003 in connection with the
Registrant's annual meeting of stockholders (the "Proxy Statement") applicable
to Part III, Items 10-13 of Form 10-K.
(2) Portions of the Annual Report to shareholders for fiscal year ended March
31, 2003 (the "2003 Annual Report") applicable to Part II, Items 5-8 and Part
IV, Item 14 of Form 10-K/A.
Explanatory Note on Amendment
This amendment No. 1 on Form 10-K/A is being filed to reflect the restatement of
basic earnings per common share in order to include the Company's participating
convertible preferred stock in the calculation of weighted average number of
shares outstanding for basic earnings per share purposes, as discussed in Note
15 to the Company's Consolidated Financial Statements included at Item 8.
Previously reported diluted earnings per share are not affected and remain
unchanged.
For convenience, the Company is restating its Form 10-K for the year ended March
31, 2003 in its entirety.
TABLE OF CONTENTS
FORM 10-K/A ANNUAL REPORT - FISCAL 2003
SENECA FOODS CORPORATION
PART I. Pages
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Item 1. Business 1-4
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
PART II.
Item 5. Market for Registrant's Common Stock and Related Security Holder Matters 5
Item 6. Selected Financial Data 5
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations 5
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 5
Item 8. Financial Statements and Supplementary Data 5
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 5
PART III.
Item 10. Directors and Executive Officers of the Registrant 6
Item 11. Executive Compensation 6
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Security Holder Matters 6
Item 13. Certain Relationships and Related Transactions 6
Item 14. Controls and Procedures 6
PART IV.
Item 16. Exhibits, Financial Statements Schedules and Reports on Form 8-K 8-12
SIGNATURES 13-14
CERTIFICATIONS 15-16
PART I
Item 1
Business
General Development of Business
SENECA FOODS CORPORATION (the "Company") was organized in 1949 and incorporated
under the laws of the State of New York. In the spring of 1995, the Company
initiated a 20-year Alliance Agreement with the Pillsbury Company, which was
acquired by General Mills Operations, Inc. ("GMOI"), that created the Company's
most significant business relationship. Under the Alliance Agreement, the
Company has packed canned and frozen vegetables carrying GMOI's Green Giant
brand name.
Since the onset of the Alliance Agreement, vegetable production has been the
Company's dominant line of business. In fiscal 1999, the Company sold its fruit
juice business and its applesauce and industrial flavors business. As a result
of these fiscal 1999 divestitures, the Company's only non-vegetable food
products are a line of fruit products.
On May 27, 2003, the Company completed the acquisition of the membership
interest in Chiquita Processed Foods, L.L.C. from Chiquita Brands International,
Inc. The acquisition of this canned vegetable business is expected to increase
the Company's annual sales by approximately $250 million.
The Company's Internet address is WWW.SENECAFOODS.COM. The Company's annual
report on Form 10-K, the Company's quarterly reports on Form 10-Q, current
reports on Form 8-K and any amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are
available on the Company's web site, as soon as reasonably practicable after
they are electronically filed with or furnished to the SEC. All such filings on
the Company's web site are available free of charge.
Financial Information about Industry Segments
The Company's business activities are conducted in food and non-food operations.
The food operation constitutes 99% of total sales, of which approximately 97% is
vegetable processing and 3% is fruit processing. The non-food operation is an
air charter service, which represents 1% of the Company's total sales.
Narrative Description of Business
Principal Products and Markets
Food Processing
The principal products of this segment include canned vegetable, frozen
vegetable and fruit products. The products are sold to retail and institutional
markets. The Company has divided the United States into four major marketing
sections: Eastern, Southern, Northwestern, and Southwestern. Food processing
operations are primarily supported by plant locations in New York, Wisconsin,
Washington, Idaho, and Minnesota.
The following table summarizes net sales by major product category for the years
ended March 31, 2003, 2002, and 2001:
Classes of similar products/services: 2003 2002 2001
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(In thousands)
Net Sales:
Green Giant vegetables $ 252,059 $ 258,412 $ 290,346
Canned vegetables 328,907 333,048 326,224
Frozen vegetables 30,422 25,165 22,052
Fruit and chip products 20,784 19,982 20,092
Flight operations 3,897 5,588 5,905
Other 8,310 8,880 9,681
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$ 644,379 $ 651,075 $ 674,300
============================================================================================================
Other
Seneca Flight Operations provides air charter service primarily to industries in
upstate New York.
Source and Availability of Raw Material
Food Processing
The Company's food processing plants are located in major vegetable and fruit
producing states. Fruits and vegetables are primarily obtained through contracts
with growers. The Company's sources of supply are considered equal or superior
to its competition for all of its food products.
Seasonal Business
Food Processing
While individual fruits and vegetables have seasonal cycles of peak production
and sales, the different cycles are usually offsetting to some extent. The
supply of commodities, current pricing, and expected new crop quantity and
quality, affect the timing of the Company's sales and earnings. An Off Season
Allowance is established during the year to minimize the effect of seasonal
production on earnings. The Off Season Allowance is zero at fiscal year-end.
Backlog
Food Processing
In the food processing business, the end of year sales order backlog is not
considered meaningful. Traditionally, larger customers provide tentative
bookings for their expected purchases for the upcoming season. These bookings
are further developed as data on the expected size of the related national
harvests becomes available. In general, these bookings serve as a yardstick,
rather than as a firm commitment, since actual harvest results can vary notably
from early estimates. In actual practice, the Company has substantially all of
its expected seasonal production identified to potential sales outlets before
the seasonal production is completed.
Competition and Customers
Food Processing
Competition in the food business is substantial with imaginative brand
registration, quality, service, and pricing being the major determinants in the
Company's relative market position. During the past year approximately 10% of
the Company's processed foods were packed for retail customers under the
Company's branded labels of Libby's(R), Blue Boy(R), Aunt Nellie's Farm
Kitchen(R), and Seneca(R). About 15% of the processed foods were packed for
institutional food distributors and 35% of processed foods were retail packed
under the private label of customers. The remaining 40% is sold under the
Alliance Agreement with GMOI (see note 13 to Consolidated Financial Statements
included at Item 8, Financial Statements and Supplementary Data). Termination of
the Alliance Agreement would substantially reduce the Company's sales and
profitability unless the Company were to enter into a new substantial supply
relationship with GMOI or another major vegetable marketer. The customers
represent a full cross section of the retail, institutional, distributor, and
industrial markets and the Company does not consider itself dependent on any
single sales source other than sales attributable to the Alliance Agreement.
The principal branded products are Libby's canned vegetable products, which rate
among the top five national brands. The information under the heading Results of
Operations in Management's Discussion and Analysis of Financial Condition and
Results of Operations in the 2003 Annual Report is incorporated by reference.
Environmental Protection
Environmental protection is an area that has been worked on most diligently at
each food processing facility. In all locations, the Company has cooperated with
federal, state, and local environmental protection authorities in developing and
maintaining suitable antipollution facilities. In general, pollution control
facilities are equal to or somewhat superior to those of our competitors and are
within environmental protection standards. The Company does not expect any
material capital expenditures to comply with environmental regulations in the
near future. The Company is a potentially responsible party with respect to two
waste disposal sites owned and operated by others. The Company believes that any
reasonably anticipated liabilities will not exceed $137,000 in the aggregate.
Environmental Litigation
The Company was a defendant in a suit entitled State of Wisconsin vs. Seneca
Foods Corporation, et. al., commenced July 30, 2001, in the Rock County
(Wisconsin) Circuit Court. In the suit, the Wisconsin Department of Justice
sought civil penalties against the Company. The State alleged that the Company
stored and/or disposed of two different types of materials at a Wisconsin
facility in violation of applicable laws. The Company cooperated with Wisconsin
authorities to remove the materials and complete remediation activities but
contested the State's efforts to recover a monetary penalty. The first subject
matter of the suit involved events, which occurred approximately 19 years ago,
and there was no addition of materials in subsequent years. The second subject
matter of the suit involved two events between 1995 and 1999. All material at
issue in the action has been removed and properly disposed. During 2003, the
Company reached a settlement amount with the State of $242,000 which satisfied
both issues.
Employment
Food processing - Full time 1,854
- Seasonal 364
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2,218
Other 81
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2,299
=========
The Company has four collective bargaining agreements with three union locals
covering approximately 503 of its full time employees. The terms of these
agreements result in wages and benefits, which are substantially the same for
comparable positions for the Company's non-union employees. Three collective
bargaining agreements expire in calendar 2005. The remaining agreement expires
in calendar 2006.
Foreign Operations
Export sales for the Company are a relatively small portion (about 3%) of the
food processing sales.
Item 2
Properties
The Company has seven food processing, packaging, and warehousing facilities
located in New York State that provide approximately 1,448,000 square feet of
food packaging, freezing and freezer storage, and warehouse storage space. These
facilities process and package vegetable products. The Company is a lessee under
a number of operating and capital leases for equipment and real property used
for processing and warehousing.
Six facilities in Minnesota, two facilities in Washington, one facility in
Idaho, and five facilities in Wisconsin provide approximately 5,682,000 square
feet of food packaging, freezing and freezer storage, and warehouse storage
space. These facilities process and package various vegetable and fruit
products. The facilities are owned by the Company.
All of the properties are well maintained and equipped with modern machinery.
All locations, although highly utilized, have the ability to expand as sales
requirements justify. Because of the seasonal production cycles the exact extent
of utilization is difficult to measure. In certain circumstances, the
theoretical full efficiency levels are being reached; however, expansion of the
number of production days or hours could increase the output by up to 20% for a
season.
The Company's air charter division has a 42,000 square foot facility, which is
owned by the Company.
Certain of the Company's facilities are mortgaged to financial institutions to
secure long-term debt and capital lease obligations. See Notes 4 and 5 to
Consolidated Financial Statements included at Item 8, Financial Statements and
Supplementary Data, for additional information about the Company's long-term
debt and lease commitments.
Item 3
Legal Proceedings
In the ordinary course of its business, the Company is made a party to certain
legal proceedings seeking monetary damages. The Company does not believe that an
adverse decision in any of these proceedings would have a material adverse
impact on its financial position, results of operations or cash flows. See
Environmental Litigation in Item 1 for further legal discussion.
Item 4
Submission of Matters to a Vote of Security Holders
No matters were submitted to vote of shareholders during the last quarter of the
fiscal period covered by this report.
PART II
Item 5
Market for Registrant's Common Stock and Related Security Holder Matters
Each class of preferred stock receives preference as to dividend payment and
declaration over any common stock. In addition, refer to the information in the
2003 Annual Report included as Exhibit 13, "Shareholder Information", which is
incorporated by reference.
Item 6
Selected Financial Data
Refer to the information in the 2003 Annual Report, "Five Year Selected
Financial Data", which is incorporated by reference.
Item 7
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Refer to the information in the 2003 Annual Report, "Management's Discussion and
Analysis of Financial Condition and Results of Operations", which is
incorporated by reference.
Item 7A
Quantitative and Qualitative Disclosures about Market Risk
Refer to the information in the 2003 Annual Report, "Quantitative and
Qualitative Disclosures about Market Risk", which is incorporated by reference.
Item 8
Financial Statements and Supplementary Data
Refer to the information in the 2003 Annual Report, "Consolidated Financial
Statements and Notes thereto including Independent Auditors' Report", which is
incorporated by reference.
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
Not applicable.
PART III
Item 10
Directors and Executive Officers of the Registrant
Item 11
Executive Compensation
Item 12
Security Ownership of Certain Beneficial Owners and Management
Item 13
Certain Relationships and Related Transactions
Information required by Items 10 through 13 will be filed separately with the
Commission, pursuant to Regulation 14A, in a definitive proxy statement
involving the election of directors, which is incorporated herein by reference.
Item 14
Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in its periodic filings with
the SEC is (a) accumulated and communicated to the Company's management in a
timely manner and (b) recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms. Based on an evaluation
within 90 days prior to the filing date of this report of the Company's
disclosure controls and procedures, the Company's chief executive officer and
chief financial officer concluded that the design and operation of these
controls and procedures are effective.
(b) Changes in internal controls.
The Company also maintains a system of internal accounting controls that are
designed to provide reasonable assurance that its books and records accurately
reflect its transactions and that its policies and procedures are followed.
There have been no significant changes in the Company's internal controls, or in
other factors that could significantly affect these controls, subsequent to the
date of the most recent evaluation of these controls by these officers.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Seneca Foods Corporation
Marion, New York
We have audited the consolidated financial statements of Seneca Foods
Corporation and subsidiaries as of March 31, 2003 and 2002, and for each of the
three years in the period ended March 31, 2003, and have issued our report
thereon dated May 21, 2003 (September 3, 2003, as to Note 10 and Note 15) (which
report expresses an unqualified opinion and includes an explanatory paragraph
relating to the restatement discussed in Note 15); such consolidated financial
statements and report are included in Exhibit 13 of this annual report on Form
10-K/A. Our audits also included the consolidated financial statement schedule
of Seneca Foods Corporation, listed in Item 16(A)(2). This consolidated
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion based on our audits. In our opinion,
such consolidated financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
/s/Deloitte & Touche LLP
Deloitte & Touche LLP
Rochester, New York
May 21, 2003 (September 3, 2003 as to
Note 10 and Note 15 referenced above)
PART IV
Item 16
Exhibits, Financial Statement Schedules, and Reports on Form 8-K
A. Exhibits, Financial Statements, and Supplemental Schedules
1. Financial Statements - the following consolidated financial statements of the
Registrant, included in the Annual Report for the year ended March 31, 2003, are
incorporated by reference in Item 8:
Consolidated Statements of Net Earnings - Years ended March 31, 2003, 2002
and 2001
Consolidated Balance Sheets - March 31, 2003 and 2002
Consolidated Statements of Cash Flows - Years ended March 31, 2003, 2002
and 2001
Consolidated Statements of Stockholders' Equity - Years ended March 31,
2003, 2002 and 2001
Notes to Consolidated Financial Statements - Years ended March 31, 2003,
2002 and 2001
Independent Auditors' Report
Pages
2. Supplemental Schedule:
Schedule II -- Valuation and Qualifying Accounts 9
Other schedules have not been filed because the conditions requiring the filing
do not exist or the required information is included in the consolidated
financial statements, including the notes thereto.
3. Exhibits:
No. 3 - Articles of Incorporation and By-Laws - Incorporated by reference
to the Company's Form 10-Q/A filed August, 1995; as amended by the amendments
filed with the Company's Form 10-K filed June 1996, as amended by the Company's
definitive proxy statement filed July, 1998; as amended by the Company's 8-K
dated June 10, 2003.
No. 4 - Articles defining the rights of security holders - Incorporated by
reference to the Company's Form 10-Q/A filed August, 1995 as amended by
amendments filed with the Company's Form 10-K filed June 1996. Instrument
defining the rights of any holder of Long-Term Debt - Incorporated by reference
to Exhibit 99 to the Company's Form 10-Q filed January 1995 as amended by
Exhibit No. 4 of the Company's Form 10-K filed June, 1997, amended by Exhibit 4
of the Company's Form 10-Q and Form 10-Q/A filed November, 1997, as amended by
amendments filed with the Company's definitive proxy statement filed July, 1998
as amended by the Company's 8-K dated June 10, 2003. The Company will furnish,
upon request to the SEC, a copy of any instrument defining the rights of any
holder of Long-Term Debt.
No. 10 - Material Contracts - Incorporated by reference to the Company's
Form 8-K dated February 24, 1995 for the First Amended and Restated Alliance
Agreement and the First Amended and Restated Asset Purchase Agreement both with
The Pillsbury Company amended by the Company's Form 8-K dated June 11, 2002.
Filed herewith is an Indemnification Agreement dated January 31, 2002.
Incorporated by reference to the Company's 8-K dated June 10, 2003 for the
Purchase Agreement by and among Seneca Foods Corporation, Chiquita Brands
International, Inc. and Friday Holdings, L.C.C. dated as of March 6, 2003.
No. 13 - The material contained in the 2003 Annual Report to Shareholders
under the following headings: "Five Year Selected Financial Data", "Management's
Discussion and Analysis of Financial Condition and Results of Operations",
"Consolidated Financial Statements and Notes thereto including Independent
Auditors' Report", "Quantitative and Qualitative Disclosures about Market Risk",
and "Shareholder Information and Quarterly Results".
No. 21 - List of Subsidiaries
No. 23 - Consent of Deloitte & Touche LLP
B. Reports on Form 8-K
An 8-K filed March 7, 2003 related to the signing of a Definitive Agreement
related to the Purchase of Assets.
Schedule II
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Balance at Charged/ Charged to Deductions Balance
Beginning (Credited) other from at end
of period to income accounts reserve of period
-------------------------------------------------------------------
Year-ended March 31, 2003:
Allowance for doubtful accounts $ 605 $ 390 $ --- $234 (a) $ 761
===================================================================
Year-ended March 31, 2002:
Allowance for doubtful accounts $ 632 $ 190 $ -- $217 (a) $ 605
===================================================================
Year-ended March 31, 2001:
Allowance for doubtful accounts $ 469 $ 188 $ -- $ 25 (a) $ 632
===================================================================
(a) Accounts written off, net of recoveries.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SENECA FOODS CORPORATION
By September 5, 2003
-----------------------
Jeffrey L. Van Riper
Controller and Secretary
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:
Signature Title Date
Chairman and Director September 5, 2003
--------------------
Arthur S. Wolcott
President, Chief Executive September 5, 2003
------------------ Officer, and Director
Kraig H. Kayser
Chief Financial Officer September 5, 2003
------------------
Philip G. Paras
Controller and Secretary September 5, 2003
----------------------- (Principal Accounting Officer)
Jeffrey L. Van Riper
Director September 5, 2003
-----------------
Arthur H. Baer
Director September 5, 2003
-----------------
Andrew M. Boas
Director September 5, 2003
------------------
Robert T. Brady
Continued
Signature Title Date
Director September 5, 2003
-------------------
Douglas F. Brush
Director September 5, 2003
--------------------
Edward O. Gaylord
Director September 5, 2003
----------------------
G. Brymer Humphreys
Director September 5, 2003
------------------
Susan W. Stuart