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For
the Quarter Ended
December 26,
2009
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Commission
File Number
0-01989
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New York
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16-0733425
|
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(State
or other jurisdiction of
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(I.
R. S. Employer
|
|
incorporation
or organization)
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Identification
No.)
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3736 South Main Street, Marion, New
York
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14505
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(Address
of principal executive offices)
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(Zip
Code)
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Class
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Shares Outstanding at January 29,
2010
|
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Common
Stock Class A, $.25 Par
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8,474,095
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Common
Stock Class B, $.25 Par
|
2,176,836
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||||||||||||
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SENECA
FOODS CORPORATION AND SUBSIDIARIES
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||||||||||||
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CONDENSED
CONSOLIDATED BALANCE SHEETS
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||||||||||||
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(In
Thousands, Except Per Share Data)
|
||||||||||||
|
Unaudited
|
Unaudited
|
|||||||||||
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December 26,
2009
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December 27,
2008
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March 31, 2009
|
||||||||||
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ASSETS
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||||||||||||
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Current
Assets:
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||||||||||||
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Cash
and Cash Equivalents
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$ | 18,233 | $ | 13,637 | $ | 5,849 | ||||||
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Accounts
Receivable, Net
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60,503 | 83,211 | 76,713 | |||||||||
|
Inventories
(Note 2):
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||||||||||||
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Finished
Goods
|
532,724 | 480,671 | 292,248 | |||||||||
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Work
in Process
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10,758 | 5,949 | 2,513 | |||||||||
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Raw
Materials and Supplies
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60,311 | 52,221 | 98,194 | |||||||||
|
Off-Season
Reserve (Note 3)
|
(59,099 | ) | (50,558 | ) | - | |||||||
|
Total
Inventories
|
544,694 | 488,283 | 392,955 | |||||||||
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Deferred
Income Tax Asset, Net
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6,840 | 5,275 | 6,449 | |||||||||
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Other
Current Assets
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15,186 | 6,910 | 5,966 | |||||||||
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Total
Current Assets
|
645,456 | 597,316 | 487,932 | |||||||||
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Property,
Plant and Equipment, Net
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177,976 | 177,667 | 179,245 | |||||||||
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Deferred
Income Tax Asset, Net
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- | 11,319 | 6,692 | |||||||||
|
Other
Assets
|
1,270 | 1,887 | 1,736 | |||||||||
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Total
Assets
|
$ | 824,702 | $ | 788,189 | $ | 675,605 | ||||||
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LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||||||
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Current
Liabilities:
|
||||||||||||
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Notes
Payable
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$ | 13,197 | $ | - | $ | - | ||||||
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Accounts
Payable
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86,028 | 91,667 | 60,019 | |||||||||
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Other
Accrued Expenses
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38,575 | 40,312 | 35,689 | |||||||||
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Accrued
Vacation
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9,678 | 9,591 | 9,843 | |||||||||
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Accrued
Payroll
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6,620 | 4,328 | 9,771 | |||||||||
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Income
Taxes Payable
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6,853 | 3,685 | 1,579 | |||||||||
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Current
Portion of Long-Term Debt
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6,231 | 39,023 | 38,949 | |||||||||
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Total
Current Liabilities
|
167,182 | 188,606 | 155,850 | |||||||||
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Long-Term
Debt, Less Current Portion
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293,856 | 273,841 | 191,853 | |||||||||
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Deferred
Income Taxes, Net
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4,844 | - | - | |||||||||
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Other
Long-Term Liabilities
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28,813 | 45,247 | 45,477 | |||||||||
|
Total
Liabilities
|
494,695 | 507,694 | 393,180 | |||||||||
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Commitments
|
||||||||||||
|
10%
Preferred Stock, Series A, Voting, Cumulative,
|
||||||||||||
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Convertible,
$.025 Par Value Per Share
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102 | 102 | 102 | |||||||||
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10%
Preferred Stock, Series B, Voting, Cumulative,
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||||||||||||
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Convertible,
$.025 Par Value Per Share
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100 | 100 | 100 | |||||||||
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6%
Preferred Stock, Voting, Cumulative, $.25 Par Value
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50 | 50 | 50 | |||||||||
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Convertible,
Participating Preferred Stock, $12.00
|
||||||||||||
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Stated
Value Per Share
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1,500 | 35,595 | 35,580 | |||||||||
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Convertible,
Participating Preferred Stock, $15.50
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||||||||||||
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Stated
Value Per Share
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5,344 | 8,585 | 8,571 | |||||||||
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Convertible,
Participating Preferred Stock, $24.39
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||||||||||||
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Stated
Value Per Share
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25,000 | 25,000 | 25,000 | |||||||||
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Common
Stock $.25 Par Value Per Share
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3,847 | 3,079 | 3,080 | |||||||||
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Additional
Paid-in Capital
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65,134 | 28,505 | 28,546 | |||||||||
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Treasury
Stock, at cost
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(257 | ) | (257 | ) | (257 | ) | ||||||
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Accumulated
Other Comprehensive Loss
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(13,731 | ) | (18,436 | ) | (19,160 | ) | ||||||
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Retained
Earnings
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242,918 | 198,172 | 200,813 | |||||||||
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Stockholders'
Equity
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330,007 | 280,495 | 282,425 | |||||||||
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Total
Liabilities and Stockholders’ Equity
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$ | 824,702 | $ | 788,189 | $ | 675,605 | ||||||
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The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
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||||||||||||
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SENECA
FOODS CORPORATION AND SUBSIDIARIES
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||||||||||||||||
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CONDENSED
CONSOLIDATED STATEMENTS OF NET EARNINGS
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||||||||||||||||
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(Unaudited)
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||||||||||||||||
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(In
Thousands, Except Per Share Data)
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||||||||||||||||
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Three Months Ended
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Nine Months Ended
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|||||||||||||||
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December 26, 2009
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December 27,
2008
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December 26, 2009
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December 27, 2008
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|||||||||||||
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Net
Sales
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$ | 447,027 | $ | 463,322 | $ | 1,000,760 | $ | 995,453 | ||||||||
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Costs
and Expenses:
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||||||||||||||||
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Cost
of Product Sold
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398,631 | 414,312 | 877,929 | 901,777 | ||||||||||||
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Selling
and Administrative
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16,000 | 20,489 | 48,851 | 54,096 | ||||||||||||
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Plant
Restructuring
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- | 901 | - | 901 | ||||||||||||
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Other
Operating (Income) Expense
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(26 | ) | 49 | (57 | ) | (234 | ) | |||||||||
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Total
Costs and Expenses
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414,605 | 435,751 | 926,723 | 956,540 | ||||||||||||
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Operating
Income
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32,422 | 27,571 | 74,037 | 38,913 | ||||||||||||
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Interest
Expense, Net
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2,006 | 3,695 | 7,189 | 11,058 | ||||||||||||
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Earnings
Before Income Taxes
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30,416 | 23,876 | 66,848 | 27,855 | ||||||||||||
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Income
Taxes
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11,810 | 10,040 | 24,731 | 11,731 | ||||||||||||
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Net
Earnings
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$ | 18,606 | $ | 13,836 | $ | 42,117 | $ | 16,124 | ||||||||
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Earnings
Applicable to Common Stock
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$ | 16,306 | $ | 8,636 | $ | 33,361 | $ | 10,056 | ||||||||
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Basic
Earnings per Common Share
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$ | 1.53 | $ | 1.14 | $ | 3.47 | $ | 1.33 | ||||||||
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Diluted
Earnings per Common Share
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$ | 1.52 | $ | 1.13 | $ | 3.44 | $ | 1.32 | ||||||||
|
SENECA
FOODS CORPORATION AND SUBSIDIARIES
|
||||||||
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CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
||||||||
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(In
Thousands)
|
||||||||
|
Nine Months Ended
|
||||||||
|
December 26,
2009
|
December 27, 2008
|
|||||||
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Cash
Flows from Operating Activities:
|
||||||||
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Net
Earnings
|
$ | 42,117 | $ | 16,124 | ||||
|
Adjustments
to Reconcile Net Earnings to
|
||||||||
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Net
Cash Used in Operations:
|
||||||||
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Depreciation
& Amortization
|
16,413 | 16,467 | ||||||
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Gain
on the Sale of Assets
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(62 | ) | (234 | ) | ||||
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Deferred
Tax Expense
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7,644 | 832 | ||||||
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Changes
in operating assets and liabilities:
|
||||||||
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Accounts
Receivable
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16,210 | (21,199 | ) | |||||
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Inventories
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(210,838 | ) | (143,155 | ) | ||||
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Off-Season
Reserve
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59,099 | 50,558 | ||||||
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Other
Current Assets
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(9,220 | ) | (60 | ) | ||||
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Income
Taxes
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5,305 | 11,919 | ||||||
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Accounts
Payable, Accrued Expenses
|
||||||||
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and
Other Liabilities
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17,417 | 34,011 | ||||||
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Net
Cash Used in Operations
|
(55,915 | ) | (34,737 | ) | ||||
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Cash
Flows from Investing Activities:
|
||||||||
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Additions
to Property, Plant and Equipment
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(14,641 | ) | (15,124 | ) | ||||
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Proceeds
from the Sale of Assets
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84 | 393 | ||||||
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Net
Cash Used in Investing Activities
|
(14,557 | ) | (14,731 | ) | ||||
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Cash
Flow from Financing Activities:
|
||||||||
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Long-Term
Borrowing
|
408,814 | 402,428 | ||||||
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Payments
on Long-Term Debt
|
(339,529 | ) | (349,763 | ) | ||||
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Borrowing
on Notes Payable
|
13,197 | - | ||||||
|
Other
|
386 | 387 | ||||||
|
Repurchase
of Company Stock
|
- | (257 | ) | |||||
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Dividends
|
(12 | ) | (12 | ) | ||||
|
Net
Cash Provided by Financing Activities
|
82,856 | 52,783 | ||||||
|
Net
Increase in Cash and Cash Equivalents
|
12,384 | 3,315 | ||||||
|
Cash
and Cash Equivalents, Beginning of the Period
|
5,849 | 10,322 | ||||||
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Cash
and Cash Equivalents, End of the Period
|
$ | 18,233 | $ | 13,637 | ||||
|
2.
|
The
Company implemented the Last-In, First-Out (“LIFO”) inventory valuation
method during fiscal 2008. First-In, First-Out (“FIFO”) based
inventory costs exceeded LIFO based inventory costs by $99,895,000 as of
December 26, 2009. The increase in the LIFO Reserve for the
first nine months of fiscal 2010 ended December 26, 2009 was $13,396,000
as compared to $41,892,000 for the first nine months ended December 27,
2008. This reflects the projected impact of reduced
inflationary cost increases expected in fiscal 2010 versus fiscal
2009.
|
|
3.
|
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. These “off-season” variances
are reserved for in a contra-inventory account and are included in the
inventory section of the Condensed Consolidated Balance Sheets. Depending
on the time of year, the off-season reserve is either the excess of
absorbed expenses over incurred expenses to date resulting in a credit
reserve balance, or the excess of incurred expenses over absorbed expenses
to date resulting in a debit reserve balance. Other than at the
end of the first and fourth fiscal quarters of each year, absorbed
expenses exceed incurred expenses due to timing of
production. All off-season reserve balances are zero at fiscal
year end.
|
|
4.
|
During
the nine-month period ended December 26, 2009, there were 3,064,869
shares, or $37,307,000, of Convertible Participating Preferred Stock
converted to Class A Common Stock and 579,681 shares, or $145,000, of
Class B Common Stock (at par), converted to Class A Common
Stock.
|
|
|
As
previously disclosed, on July 21, 2009 certain shareholders of the
Company closed on the sale of 3,756,332 shares of Class A Common
Stock (including the shares sold pursuant to the underwriters' over
allotment option) pursuant to an Underwriting Agreement among the Company,
the selling shareholders, Merrill Lynch Pierce Fenner & Smith Inc. and
Piper Jaffray & Co. The Company received none of the proceeds of
the offering. During the second quarter of fiscal 2010,
2,607,156 shares, or $31,104,000, of Convertible Participating Preferred
Stock and 556,088 shares, or $139,000, of Class B Common Stock (at par),
were converted to Class A Common Stock in connection with this secondary
stock offering.
|
|
5.
|
The
following schedule presents comprehensive income (loss) for the three
month and nine month periods ended December 26, 2009 and December 27, 2008
(in thousands):
|
|
Three
Months Ended
|
Nine
Months Ended
|
||||||
|
December 26, 2009
|
December 27, 2008
|
December 26, 2009
|
December 27, 2008
|
||||
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Comprehensive
income (loss):
|
|||||||
|
Net
earnings
|
$18,606
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$13,836
|
$42,117
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$16,124
|
|||
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Change
in 401(k) stock adjustment (net of tax)
|
(103)
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115
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(47)
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130
|
|||
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Change
in pension and post retirement benefits
adjustment
(net of tax)
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-
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(14,930)
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5,476
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(14,930)
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|||
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Total
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$18,503
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$(979)
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$47,546
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$1,324
|
|||
|
6.
|
The
changes in the stockholders’ equity accounts for the nine months period
ended December 26, 2009 consist of the following (in
thousands):
|
|
Additional
|
Accumulated
Other
|
|||||||||||||||||||||||
|
Preferred
|
Common
|
Paid-In
|
Treasury
|
Comprehensive
|
Retained
|
|||||||||||||||||||
|
Stock
|
Stock
|
Capital
|
Stock
|
Loss
|
Earnings
|
|||||||||||||||||||
|
Balance
March 31, 2009
|
$ | 69,403 | $ | 3,080 | $ | 28,546 | $ | (257 | ) | $ | (19,160 | ) | $ | 200,813 | ||||||||||
|
Net
earnings
|
- | - | - | - | - | 42,117 | ||||||||||||||||||
|
Cash
dividends paid
|
||||||||||||||||||||||||
|
on
preferred stock
|
- | - | - | - | - | (12 | ) | |||||||||||||||||
|
Equity
incentive program
|
- | - | 48 | - | - | - | ||||||||||||||||||
|
Stock
conversions
|
(37,307 | ) | 767 | 36,540 | - | - | - | |||||||||||||||||
|
Change
in pension and post retirement
|
||||||||||||||||||||||||
|
benefits
adjustment (net of tax $3,471)
|
- | - | - | - | 5,429 | - | ||||||||||||||||||
|
Balance
December 26, 2009
|
$ | 32,096 | $ | 3,847 | $ | 65,134 | $ | (257 | ) | $ | (13,731 | ) | $ | 242,918 | ||||||||||
|
7.
|
The
net periodic benefit cost for the Company’s pension plan consisted
of:
|
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
|
December 26, 2009
|
December 27, 2008
|
December 26, 2009
|
December 27, 2008
|
|||||||||||||
|
(In
thousands)
|
||||||||||||||||
|
Service
cost
|
$ | 1,346 | $ | 999 | $ | 4,069 | $ | 2,512 | ||||||||
|
Interest
cost
|
1,157 | 1,435 | 3,469 | 4,304 | ||||||||||||
|
Expected
return on plan assets
|
(997 | ) | (1,474 | ) | (2,992 | ) | (4,423 | ) | ||||||||
|
Amortization
of actuarial loss
|
603 | - | 1,809 | - | ||||||||||||
|
Amortization
of transition asset
|
(69 | ) | (69 | ) | (207 | ) | (207 | ) | ||||||||
|
Net
periodic benefit cost
|
$ | 2,040 | $ | 891 | $ | 6,148 | $ | 2,186 | ||||||||
|
8.
|
The
following table summarizes the restructuring and related asset impairment
charges recorded and the accruals
established:
|
|
Long-Lived
|
||||||||||
|
Severance
|
Asset Charges
|
Other Costs
|
Total
|
|||||||
|
(In
thousands)
|
||||||||||
|
Total
expected
|
||||||||||
|
restructuring
charge
|
$2,152
|
$5,749
|
$3,926
|
$11,827
|
||||||
|
Balance
March 31, 2009
|
$ -
|
$250
|
$1,035
|
$1,285
|
||||||
|
Second
quarter charge
|
-
|
-
|
19
|
19
|
||||||
|
Third
quarter credit
|
-
|
-
|
(2)
|
(2)
|
||||||
|
Cash
payments/write offs
|
-
|
-
|
(192)
|
(192)
|
||||||
|
Balance
December 26, 2009
|
$ -
|
$250
|
$860
|
$1,110
|
||||||
|
Total
costs incurred
|
||||||||||
|
to
date
|
$2,152
|
$5,499
|
$3,066
|
$10,717
|
||||||
|
9.
|
During
the nine months ended December 26, 2009 and December 27, 2008, the Company
sold some unused fixed assets which resulted in a gain of $62,000 and
$234,000, respectively. Both gains are included in other
operating income in the Unaudited Condensed Consolidated Statements of Net
Earnings.
|
|
10.
|
In
June 2009, the Financial Accounting Standards Board (FASB) issued
Accounting Standards Update (ASU) No. 2009-01, Topic 105 – Generally
Accepted Accounting Principles – FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles, (formerly
Statement No. 168, The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles – a replacement of
FASB Statement No. 162). ASU No. 2009-01 establishes the FASB
Accounting Standards Codification (“Codification”) as the source of
authoritative accounting principles recognized by the FASB to be applied
by nongovernmental entities in the preparation of financial statements in
conformity with generally accepted accounting principles in the United
States (“U.S. GAAP”). All guidance contained in the
Codification carries an equal level of authority. The
Codification does not change current U.S. GAAP, but is intended to
simplify user access to all authoritative U.S. GAAP by providing all the
authoritative literature related to a particular topic in one
place. All existing accounting standard documents are
superseded and all other accounting literature not included in the
Codification is considered nonauthoritative. The Codification
became effective for interim or annual reporting periods ending after
September 15, 2009. We have made the appropriate changes to
U.S. GAAP references in our financial
statements.
|
|
|
In
September 2006, the FASB issued a new standard now codified in ASC 820,
“Fair Value Measurements and Disclosures,” (formerly Statement No. 157,
Fair Value Measurements), which defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair
value measurements. This standard applies to other accounting
pronouncements that require or permit fair value measurements, the FASB
having previously concluded in those accounting pronouncements that fair
value is the relevant measurement attribute. The standard does
not require any new fair value measurements and was originally effective
beginning January 1, 2008, but was subsequently deferred until January 1,
2009 for nonfinancial assets and nonfinancial liabilities except those
items recognized or disclosed at fair value on an annual or more
frequently recurring basis. We applied the fair value
measurement and disclosure provisions of the new standard to nonfinancial
assets and nonfinancial liabilities effective January 1,
2009. The application of such was not material to our
consolidated financial position and results of
operations.
|
|
|
In
December 2007, the FASB issued a new standard now codified as ASC 805
(formerly Statement No. 141(R), "Business Combinations"). The standard was
designed to further enhance the accounting and financial reporting related
to business combinations. The standard establishes principles and
requirements for how the acquirer in a business combination (i) recognizes
and measures in its financial statements the identifiable assets acquired,
the liabilities assumed, and any noncontrolling interest in the acquiree,
(ii) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase, and (iii) determines what
information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. The
standard applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. Therefore, the
effects of the Company's adoption of the standard will depend upon the
extent and magnitude of acquisitions after March
2009.
|
|
|
The
FASB issued a new standard now codified as ASC 715 (formerly Statement No.
132(R)-1 issued on December 30, 2008, which amends Statement No. 132(R)
"Employers' Disclosures about Pensions and Other Postretirement
Benefits"), to expand disclosures in an employer's financial statements
about plan assets. Among other things, the standard requires
employers to disclose information regarding the fair value measurements of
plan assets that are similar to the disclosures required by ASC 820 (e.g.,
information regarding the fair value disclosure hierarchy and rollforward
of assets measured using Level 3 inputs). The disclosures about
plan assets required by the standard are required for fiscal years ending
on or after December 15, 2009. The Company is currently
assessing the impact of the amended standard has on its consolidated
financial position and results of
operations.
|
|
|
In
June 2008, the FASB issued a new standard now codified as ASC 815
(formerly known as Emerging Issues Tax Force (EITF) 07-5, “Determining
Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own
Stock”). This standard provides guidance in assessing whether an
equity-linked financial instrument (or embedded feature) is indexed to an
entity’s own stock for purposes of determining whether the appropriate
accounting treatment falls under the scope of the standard (formerly known
as Statement No. 133, “Accounting For Derivative Instruments and Hedging
Activities,” and/or EITF 00-19, “Accounting For Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company’s Own
Stock.”) This standard became effective as of the beginning of our 2010
fiscal year. This standard did not have an impact on the Company’s
consolidated financial position and results of
operations.
|
|
11.
|
Earnings
per share for the Quarters and Year-To-Date Periods Ended December 26,
2009 and December 27, 2008 are as
follows:
|
|
Quarter
Ended
|
Q U
A R T E R
|
|||||
|
December
26, 2009 and December 27, 2008
|
2009
|
2008
|
||||
|
(In
thousands, except per share amounts)
|
||||||
|
Basic
|
||||||
|
Net earnings
|
$ 18,606
|
$ 13,836
|
||||
|
Deduct
preferred stock dividends paid
|
6
|
6
|
||||
|
Undistributed
earnings
|
18,600
|
13,830
|
||||
|
Earnings
allocated to participating preferred
|
2,294
|
5,194
|
||||
|
Earnings
allocated to common shareholders
|
$ 16,306
|
$ 8,636
|
||||
|
Weighted
average common shares outstanding
|
10,648
|
7,587
|
||||
|
Basis
earnings per common share
|
$ 1.53
|
$ 1.14
|
||||
|
Diluted
|
||||||
|
Earnings
allocated to common shareholders
|
$ 16,306
|
$ 8,636
|
||||
|
Add
dividends on convertible preferred stock
|
5
|
5
|
||||
|
Earnings
applicable to common stock on a diluted basis
|
$ 16,311
|
$ 8,641
|
||||
|
Weighted
average common shares outstanding-basic
|
10,648
|
7,587
|
||||
|
Additional
shares issued related to the equity compensation plan
|
2
|
-
|
||||
|
Additional
shares to be issued under full conversion of preferred
stock
|
67
|
67
|
||||
|
Total
shares for diluted
|
10,717
|
7,654
|
||||
|
Diluted
earnings per common share
|
$ 1.52
|
$ 1.13
|
||||
|
Nine
Months Ended
|
F I
S C A L Y E A R T O D A T E
|
|||||||
|
December
26, 2009 and December 27, 2008
|
2009
|
2008
|
||||||
|
(In
thousands, except share amounts)
|
||||||||
|
Basic
|
||||||||
|
Net earnings
|
$ | 42,117 | $ | 16,124 | ||||
|
Deduct
preferred stock dividends paid
|
17 | 17 | ||||||
|
Undistributed
earnings
|
42,100 | 16,107 | ||||||
|
Earnings
allocated to participating preferred
|
8,739 | 6,048 | ||||||
|
Earnings
allocated to common shareholders
|
$ | 33,361 | $ | 10,059 | ||||
|
Weighted
average common shares outstanding
|
9,624 | 7,590 | ||||||
|
Basis
earnings per common share
|
$ | 3.47 | $ | 1.33 | ||||
|
Diluted
|
||||||||
|
Earnings
allocated to common shareholders
|
$ | 33,361 | $ | 10,059 | ||||
|
Add
dividends on convertible preferred stock
|
15 | 15 | ||||||
|
Earnings
applicable to common stock on a diluted basis
|
$ | 33,376 | $ | 10,074 | ||||
|
Weighted
average common shares outstanding-basic
|
9,624 | 7,590 | ||||||
|
Additional
shares issued related to the equity compensation plan
|
2 | - | ||||||
|
Additional
shares to be issued under full conversion of preferred
stock
|
67 | 67 | ||||||
|
Total
shares for diluted
|
9,693 | 7,657 | ||||||
|
Diluted
earnings per common share
|
$ | 3.44 | $ | 1.32 | ||||
|
12.
|
On
September 28, 2009, the Company, GMOL and General Mills, Inc. entered into
a Second Amended and Restated Alliance Agreement (the “Alliance
Agreement”) pursuant to which certain provisions were modified to (i)
amend numerous definitions to reflect current practices and various
changes in the administrative and working capital costs included in
the calculation of fees payable to the Company under the Alliance
Agreement (resulting in a net increase of such components of the
calculation); (ii) provide that the tolling fee per standard case paid to
the Company shall be modified each year using an index to account for
inflation factors, but in no event less than a base tolling fee; (iii)
clarify risk allocation for losses related to damage claims not covered by
insurance; (iv) require release of GMOL’s lien on certain core plants used
by the Company to perform the Services upon the Company’s final
note payment to GMOL on September 30, 2009; (v) provide that the
remaining depreciation and lease costs related to certain closed plants
that reduced the final note payment on September 30, 2009; and (vi) reduce
the termination fee and extend the length of the advance notice time
period required to terminate the Alliance Agreement without
cause. This Alliance Agreement was filed with the second
quarter of Fiscal 2010 Form 10-Q as Exhibit
10.
|
|
|
The
secured subordinated promissory note to GMOL, with a balance of $32.1
million, matured on September 30, 2009 and was paid off, as scheduled, on
September 30, 2009.
|
|
13.
|
As
required by FSP No. FAS 107-1 and APB 28-1, “Interim Disclosures about
Fair Value of Financial Instruments,” codified in ASC 825, “Financial
Instruments,” the Company estimates the fair values of financial
instruments on a quarterly basis. Long-term debt, including
current portion had a carrying amount of $300,087,000 and an estimated
fair value of $297,873,000 as of December 26, 2009. As of March
31, 2009, the carrying amount was $230,802,000 and the estimated fair
value was $228,492,000.
|
|
14.
|
During
the third quarter of fiscal 2010, the Company entered into some interim
lease notes which financed down payments for various equipment leases at
market rates. As of December 26, 2009, some of these interim
notes had not been converted into operating lease schedules since the
equipment was either not delivered or fully installed. These
notes, which total $13,197,000 as of December 26, 2009, are included under
notes payable in the accompanying Condensed Consolidated Balance
Sheets. These notes are expected to be converted into lease
schedules by the Company’s fiscal year
end.
|
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
|
December 26, 2009
|
December 27, 2008
|
December 26, 2009
|
December 27, 2008
|
|||||||||||||
|
Canned
Vegetables
|
$ | 219.8 | $ | 231.9 | $ | 558.8 | $ | 550.2 | ||||||||
|
Green
Giant Alliance
|
155.9 | 143.6 | 231.9 | 223.8 | ||||||||||||
|
Frozen
Vegetables
|
11.7 | 10.1 | 34.9 | 30.7 | ||||||||||||
|
Fruit
Products
|
51.7 | 66.8 | 145.4 | 162.6 | ||||||||||||
|
Snack
|
3.7 | 3.5 | 17.8 | 10.6 | ||||||||||||
|
Other
|
4.2 | 7.4 | 12.0 | 17.6 | ||||||||||||
| $ | 447.0 | $ | 463.3 | $ | 1,000.8 | $ | 995.5 | |||||||||
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
December 26, 2009
|
December 27, 2008
|
December 26, 2009
|
December 27, 2008
|
|||||||||||||
|
Gross
margin
|
10.8 | % | 10.6 | % | 12.3 | % | 9.4 | % | ||||||||
|
Selling
|
2.1 | % | 2.7 | % | 2.8 | % | 3.3 | % | ||||||||
|
Administrative
|
1.4 | % | 1.7 | % | 2.1 | % | 2.1 | % | ||||||||
|
Plant
restructuring
|
0.0 | % | 0.2 | % | 0.0 | % | 0.1 | % | ||||||||
|
Other
operating income
|
0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | ||||||||
|
Operating
income
|
7.3 | % | 6.0 | % | 7.4 | % | 3.9 | % | ||||||||
|
Interest
expense
|
0.4 | % | 0.8 | % | 0.7 | % | 1.1 | % | ||||||||
|
December
|
March
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
Working
capital:
|
||||||||||||||||
|
Balance
|
$ | 478,274 | $ | 408,710 | $ | 332,082 | $ | 370,102 | ||||||||
|
Change
in quarter
|
71,879 | 10,525 | - | - | ||||||||||||
|
Long-term
debt, less current portion
|
293,856 | 273,841 | 191,853 | 250,039 | ||||||||||||
|
Total
stockholders' equity per equivalent
|
||||||||||||||||
|
common
share (see Note)
|
27.02 | 22.98 | 23.13 | 22.86 | ||||||||||||
|
Stockholders'
equity per common share
|
27.97 | 27.85 | 28.10 | 27.66 | ||||||||||||
|
Current
ratio
|
3.86 | 3.17 | 3.13 | 4.21 | ||||||||||||
|
·
|
general
economic and business conditions;
|
|
·
|
cost
and availability of commodities and other raw materials such as
vegetables, steel and packaging
materials;
|
|
·
|
transportation
costs;
|
|
·
|
climate
and weather affecting growing conditions and crop
yields;
|
|
·
|
leverage
and the Company’s ability to service and reduce its
debt;
|
|
·
|
foreign
currency exchange and interest rate
fluctuations;
|
|
·
|
effectiveness
of the Company’s marketing and trade promotion
programs;
|
|
·
|
changing
consumer preferences;
|
|
·
|
competition;
|
|
·
|
product
liability claims;
|
|
·
|
the
loss of significant customers or a substantial reduction in orders from
these customers;
|
|
·
|
changes
in, or the failure or inability to comply with, U.S., foreign and local
governmental regulations, including environmental and health and safety
regulations; and
|
|
·
|
other
risks detailed from time to time in the reports filed by the Company with
the SEC.
|
|
Item
2.
|
Unregistered Sales of
Equity Securities and Use of
Proceeds
|
|
Period
|
Total
Number of Shares Purchased (1)
|
Average
Price Paid per Share
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or
Programs
|
Maximum
Number (or Approximate Dollar Value) or Shares that May Yet Be Purchased
Under the Plans or Programs
|
||
|
Class
A Common
|
Class
B Common
|
Class
A Common
|
Class
B Common
|
|||
|
10/01/09
– 10/31/09
|
-
|
-
|
-
|
-
|
N/A
|
|
|
11/01/09
– 11/30/09
|
11,900
|
-
|
$22.26
|
-
|
N/A
|
|
|
12/01/09
– 12/31/09
|
8,200
|
-
|
$23.59
|
-
|
N/A
|
|
|
Total
|
20,100
|
-
|
$22.81
|
-
|
N/A
|
486,500
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|